Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 05, 2014 | 12-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 5-Apr-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'ck0001323891 | ' |
Entity Registrant Name | 'AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. | ' |
Entity Central Index Key | '0001323891 | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $37,824 | $35,760 |
Accounts receivable, net | 440,129 | 305,247 |
Inventories | 1,044,764 | 772,733 |
Income tax receivable | 3,478 | 369 |
Deferred income taxes | 17,297 | 15,719 |
Assets held for sale | 3,726 | 910 |
Other current assets | 28,233 | 19,684 |
Total current assets | 1,575,451 | 1,150,422 |
Property and equipment, net | 190,787 | 147,856 |
Goodwill | 664,947 | 504,333 |
Other intangible assets, net | 1,051,328 | 713,294 |
Other assets | 53,406 | 43,421 |
Total assets | 3,535,919 | 2,559,326 |
Current liabilities: | ' | ' |
Accounts payable | 694,059 | 563,691 |
Accrued expenses | 78,844 | 47,723 |
Liabilities held for sale | 436 | ' |
Current maturities of long-term debt | 5,502 | 564 |
Total current liabilities | 778,841 | 611,978 |
Long-term debt | 1,704,604 | 966,436 |
Deferred income taxes | 328,356 | 270,576 |
Other liabilities | 19,850 | 17,362 |
Commitments and contingencies | ' | ' |
Stockholder's equity: | ' | ' |
Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding | ' | ' |
Additional paid-in capital | 809,539 | 758,972 |
Accumulated earnings (deficit) | -90,942 | -56,898 |
Accumulated other comprehensive income (loss) | -14,329 | -9,100 |
Total stockholder's equity | 704,268 | 692,974 |
Total liabilities and stockholder's equity | $3,535,919 | $2,559,326 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Net sales | $1,075,469 | $839,978 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 917,314 | 708,156 |
Selling, general and administrative expenses | 177,918 | 136,504 |
Transaction expenses | 4,686 | 1,023 |
Operating income (loss) | -24,449 | -5,705 |
Other income (expense): | ' | ' |
Interest expense | -24,399 | -17,240 |
Other, net | -1,802 | -973 |
Income (loss) from operations before income taxes | -50,650 | -23,918 |
Income tax provision (benefit) | -16,606 | -7,627 |
Net income (loss) | -34,044 | -16,291 |
Other comprehensive income (loss): | ' | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax | 12 | 67 |
Foreign currency translation | -5,241 | -1,811 |
Other comprehensive income (loss) | -5,229 | -1,744 |
Comprehensive income (loss) | ($39,273) | ($18,035) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive (Loss) Income |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | |
Beginning balance at Dec. 28, 2013 | $692,974 | ' | $758,972 | ($56,898) | ($9,100) |
Beginning balance (in shares) at Dec. 28, 2013 | ' | 1,000 | ' | ' | ' |
Net income (loss) | -34,044 | ' | ' | -34,044 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax | 12 | ' | ' | ' | 12 |
Foreign currency translation | -5,241 | ' | ' | ' | -5,241 |
Equity contribution | 50,000 | ' | 50,000 | ' | ' |
Stock-based compensation expense | 567 | ' | 567 | ' | ' |
Ending balance at Apr. 05, 2014 | $704,268 | ' | $809,539 | ($90,942) | ($14,329) |
Ending balance (in shares) at Apr. 05, 2014 | ' | 1,000 | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($34,044) | ($16,291) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 29,323 | 25,031 |
Amortization of other assets | 1,170 | 1,033 |
Provision (benefit) for deferred income taxes | -4,524 | -5,577 |
Non-cash inventory step-up amortization | 19,183 | 2,194 |
Provision for doubtful accounts | 790 | 528 |
Stock-based compensation | 567 | 668 |
Other, net | 306 | -177 |
Change in operating assets and liabilities (excluding impact from acquisitions): | ' | ' |
Accounts receivable | -32,255 | 966 |
Inventories | -33,234 | 3,529 |
Income tax receivable | -3,109 | ' |
Other current assets | -1,282 | 5,190 |
Accounts payable and accrued expenses | -17,030 | -14,440 |
Other, net | 1,514 | -522 |
Net cash provided by (used in) operating activities | -72,625 | 2,132 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -675,343 | -4,225 |
Purchase of property and equipment | -14,402 | -11,873 |
Purchase of assets held for sale | -15 | -612 |
Proceeds from sale of property and equipment | 102 | 13 |
Proceeds from sale of assets held for sale | 415 | ' |
Net cash provided by (used in) investing activities | -689,243 | -16,697 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 1,509,324 | 719,993 |
Repayments of revolving credit facility | -1,293,067 | -706,949 |
Outstanding checks | -9,174 | -8,677 |
Payments of deferred financing costs | -11,391 | -69 |
Payments of other long-term debt | -392 | -88 |
Proceeds from issuance of long-term debt | 520,313 | ' |
Equity contribution | 50,000 | ' |
Net cash provided by (used in) financing activities | 765,613 | 4,210 |
Effect of exchange rate changes on cash | -1,681 | -513 |
Net increase (decrease) in cash and cash equivalents | 2,064 | -10,868 |
Cash and cash equivalents - beginning of period | 35,760 | 25,951 |
Cash and cash equivalents - end of period | 37,824 | 15,083 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash payments for interest | 10,464 | 3,733 |
Cash payments (receipts) for taxes, net | $1,586 | $1,239 |
Nature_of_Business
Nature of Business | 3 Months Ended | ||
Apr. 05, 2014 | |||
Nature of Business | ' | ||
1 | Nature of Business: | ||
American Tire Distributors Holdings, Inc. (“Holdings”) is a Delaware corporation that owns 100% of the issued and outstanding capital stock of American Tire Distributors, Inc. (“ATDI”), a Delaware corporation. Holdings has no significant assets or operations other than its ownership of ATDI. The operations of ATDI and its subsidiaries constitute the operations of Holdings presented under accounting principles generally accepted in the United States. ATDI is primarily engaged in the wholesale distribution of tires, custom wheels and accessories, and related tire supplies and tools. Its customer base is comprised primarily of independent tire dealers with the remainder of other customers representing various national and corporate accounts. ATDI serves a majority of the contiguous United States, as well as Canada, through one operating and reportable segment. Unless the context otherwise requires, “Company” herein refers to Holdings and its consolidated subsidiaries. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | ||
Apr. 05, 2014 | |||
Basis of Presentation | ' | ||
2 | Basis of Presentation: | ||
The accompanying condensed consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“FASB ASC”). In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated unaudited results for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in Holdings Annual Report on Form 10-K for the fiscal year ended December 28, 2013. | |||
The Company’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of 53-week fiscal years, and the associated 14-week quarter, will not be comparable to the prior and subsequent 52-week fiscal years and the associated quarters having only 13 weeks. The quarter ended April 5, 2014 contains operating results for 14 weeks while the quarter ended March 30, 2013 contains operating results for 13 weeks. It should be noted that the Company and its recently acquired subsidiaries, The Hercules Tire & Rubber Company (“Hercules”) and Terry’s Tire Town Holdings, Inc. (“Terry’s Tire”), have different year-end and quarter-end reporting dates. Both Hercules and Terry’s Tire have calendar year-end and quarter-end reporting dates. There were no significant changes to the business subsequent to their fiscal period ends that would have a material impact on the condensed consolidated balance sheet or condensed consolidated statement of comprehensive income (loss) as of and for the quarter ended April 5, 2014. | |||
On May 28, 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, the Company was acquired by TPG Capital, L.P. and certain co-investors (the “TPG Merger”). Under the guidance provided by the 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 being 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. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended | ||
Apr. 05, 2014 | |||
Recent Accounting Pronouncements | ' | ||
3 | Recent Accounting Pronouncements | ||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. The Company adopted this guidance on December 29, 2013 (the first day of its 2014 fiscal year) and its adoption did not have a material impact on the Company’s consolidated financial statements. | |||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” (“ASU 2014-08”). Under ASU 2014-08, only disposals representing a strategic shift in operations that have a major effect on the company’s operations and financial results should be presented as discontinued operations. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. However, ASU 2014-08 should not be applied to a component that is classified as held for sale before the effective date even if the component is disposed of after the effective date. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statement previously issued. The Company is currently assessing the impact, if any, on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Acquisitions | ' | ||||||||
4 | Acquisitions: | ||||||||
2014 Acquisitions | |||||||||
On March 28, 2014, ATDI completed its acquisition of Terry’s Tire Town Holdings, Inc., an Ohio corporation (“Terry’s Tire” and such acquisition, the “Terry’s Tire Acquisition”). The Terry’s Tire Acquisition was completed pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into on February 17, 2014 between ATDI and TTT Holdings, Inc., a Delaware corporation. 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. Terry’s Tire owned and operated 10 distribution centers across the Northeast, New England and Ohio. The acquisition of Terry’s Tire will enhance the Company’s market position in these areas and aligns very well with new distribution centers opened by the Company over the past two years in these regions of the United States. | |||||||||
The Terry’s Tire acquisition closed for an aggregate purchase price of approximately $378.1 million (the “Terry’s Tire Purchase Price”), consisting of cash consideration of approximately $363.4 million, contingent consideration of $12.5 million and non-cash consideration for debt assumed of $2.2 million. The cash consideration paid for the Terry’s Tire Acquisition included estimated working capital adjustments and a portion of consideration contingent on certain events achieved prior to closing. The Terry’s Tire Purchase Price was funded by a combination of borrowings under a new senior secured term loan facility, as more fully described in Note 9, and borrowings of approximately $72.5 million under Holdings’ existing U.S. ABL Facility. The Terry’s Tire Purchase Price is subject to certain post-closing adjustments, including but not limited to, working capital adjustments. Of the $363.4 million in cash consideration, $41.4 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 Stock Purchase Agreement and escrow agreement. | |||||||||
The acquisition of Terry’s Tire was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As of the date of these financial statements, the Company is in the process of finalizing intangible asset valuations as well as continuing to evaluate the initial purchase price allocation. Accordingly, management has used its best estimates in the allocation of the purchase price to assets acquired and liabilities assumed based on the estimated preliminary fair market value of such assets and liabilities at the date of acquisition. 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. The preliminary allocation of the Terry’s Tire Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 7,238 | |||||||
Accounts receivable | 42,515 | ||||||||
Inventory | 101,328 | ||||||||
Assets held for sale | 3,321 | ||||||||
Other current assets | 2,203 | ||||||||
Deferred income taxes | 4,947 | ||||||||
Property and equipment | 7,072 | ||||||||
Intangible asset | 201,000 | ||||||||
Other assets | 541 | ||||||||
Total assets acquired | 370,165 | ||||||||
Accounts payable | 78,488 | ||||||||
Accrued and other liabilities | 3,470 | ||||||||
Liabilities held for sale | 436 | ||||||||
Total liabilities assumed | 82,394 | ||||||||
Net assets acquired | 287,771 | ||||||||
Goodwill | 90,280 | ||||||||
Purchase price | $ | 378,051 | |||||||
The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $90.3 million. The premium in the purchase price paid for the acquisition of Terry’s Tire primarily reflects the anticipated realization of operational and cost synergies. | |||||||||
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 a finite-lived customer list intangible asset based on its estimated fair value of $201.0 million. The estimated useful life of the customer list intangible asset is eighteen years based on the Company’s internal estimates to be finalized when the third-party intangible asset valuations are completed. | |||||||||
As part of the acquisition of Terry’s Tire, the Company acquired Terry’s Tire’s commercial and retread businesses. As the Company’s core business does not include commercial and retread operations, the Company decided that it would divest of these businesses. As it is management’s intention to divest the commercial and retread businesses during fiscal 2014 and as all held for sale criteria has been met, the related assets and liabilities of the commercial and retread businesses are classified as held for sale within the accompanying condensed consolidated balance sheet. As part of the preliminary purchase price allocation, the estimated fair value of the assets held for sale was $3.3 million, including $2.5 million in current assets and net property and equipment of $0.8 million. The estimated fair value of the liabilities held for sale was $0.4 million of which the entire amount related to current liabilities. As additional information is obtained about these assets and liabilities within the measurement period, the Company expects to refine its estimate of the fair values related to these assets and liabilities. | |||||||||
Terry’s Tire contributed net sales of approximately $3.9 million to the Company for the period from March 29, 2014 to April 5, 2014. Net income contributed by Terry’s Tire since the acquisition date was immaterial. | |||||||||
On January 31, 2014, pursuant to an Agreement and Plan of Merger, dated January 24, 2014 (the “Merger Agreement”), among ATD Merger Sub II LLC (“Merger Sub”), an indirect wholly-owned subsidiary of Holdings, ATDI, 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, Merger Sub merged with and into Hercules Holdings, with Hercules Holdings being the surviving entity (the “Merger”). As a result of the Merger, Hercules Holdings became an indirect 100% owned subsidiary of Holdings. Hercules Holdings owns all of the capital stock of The Hercules Tire & Rubber Company, a Connecticut corporation (“Hercules”). Hercules Holdings has no material assets or operations other than its ownership of 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 others in the United States, Canada and internationally. Hercules owned and operated 15 distribution centers in the United States, 6 distribution centers in Canada and one warehouse in northern China. Hercules also markets the Hercules brand, which is one of the most sought-after proprietary tire brands in the industry. The acquisition of Hercules will strengthen the Company’s presence in major markets such as California, Texas and Florida in addition to increasing its presence in Canada. Additionally, Hercules’ strong logistics and sourcing capabilities, including a long-standing presence in China, will also allow the Company to capitalize on the growing import market, as well as, providing the ability to expand the international sales of the Hercules brand. Finally, this acquisition, will allow the Company to be a brand marketer of the Hercules brand which today has a 2% market share of the passenger and light truck market in North America and a 3% share of highway truck tires in North America. | |||||||||
The Merger closed for an aggregate purchase price of approximately $319.3 million (the “Hercules Closing Purchase Price”), consisting of net cash consideration of $310.4 million, contingent consideration of $3.5 million and non-cash consideration for debt assumed of $5.4 million. The Hercules Closing Purchase Price includes an estimate for initial working capital adjustments. The Merger Agreement provides for the payment of up to $6.5 million in additional consideration contingent upon the occurrence of certain 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 cash consideration paid for the Merger was funded by a combination of the issuance of additional Senior Subordinated Notes, as more fully described in Note 9, an equity contribution of $50.0 million from Holdings’ indirect parent, as more fully described in Note 14 and borrowings under Holdings’ credit agreement, as more fully described in Note 9. The Hercules Closing Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. | |||||||||
The Merger 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 Hercules Closing 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. The preliminary allocation of the Hercules Closing Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 12,187 | |||||||
Accounts receivable | 61,610 | ||||||||
Inventory | 156,652 | ||||||||
Other current assets | 5,064 | ||||||||
Property and equipment | 29,970 | ||||||||
Intangible assets | 155,704 | ||||||||
Total assets acquired | 421,187 | ||||||||
Accounts payable | 95,616 | ||||||||
Accrued and other liabilities | 6,154 | ||||||||
Deferred income taxes | 69,872 | ||||||||
Other liabilities | 2,325 | ||||||||
Total liabilities assumed | 173,967 | ||||||||
Net assets acquired | 247,220 | ||||||||
Goodwill | 72,082 | ||||||||
Purchase price | $ | 319,302 | |||||||
The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $72.1 million. The premium in the purchase price for the Merger primarily relates to growth opportunities associated with the Hercules brand and the anticipated realization of operational and cost synergies. | |||||||||
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 | 18 years | $ | 147,216 | ||||||
Tradenames | 15 years | 8,488 | |||||||
Total | $ | 155,704 | |||||||
Hercules contributed net sales of approximately $84.4 million to the Company for the period from February 1, 2014 to April 5, 2014. Net loss contributed by Hercules since the acquisition date was approximately $13.9 million which included non-cash amortization of the inventory step-up of $19.0 million and non-cash amortization expense on acquired intangible assets of $2.6 million. | |||||||||
On January 17, 2014, TriCan Tire Distributors, Inc. (“TriCan”), an indirect 100% owned subsidiary of Holdings, 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, individually or when aggregated with the other non-material acquisitions 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. | |||||||||
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 acquisitions 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 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 $1.2 million. The premium in the purchase price paid for the acquisition of WTD reflects the anticipated realization of operational and cost synergies. | |||||||||
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 acquisitions 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 complemented the Company’s current operations in Canada. | |||||||||
The acquisition of RTD was completed on April 30, 2013 for aggregate cash consideration of approximately $64.9 million (the “Adjusted Purchase Price”) which includes initial working capital adjustments. The acquisition of RTD was funded by borrowings under the Company’s ABL Facility and FILO Facility, as more fully described in Note 9. The Adjusted Purchase Price was subject to certain post-closing adjustments, including, but not limited to, the finalization of working capital adjustments. Of the $64.9 million Adjusted Purchase Price, $6.3 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. During third quarter 2013, the Company and the shareholders of Holdco agreed on the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased the Adjusted Purchase Price by $1.0 million to $65.9 million with a corresponding increase to goodwill of $1.0 million. | |||||||||
The acquisition of RTD was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the Adjusted Purchase Price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the Adjusted Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 904 | |||||||
Accounts receivable | 10,093 | ||||||||
Inventory | 21,685 | ||||||||
Other current assets | 998 | ||||||||
Property and equipment | 1,050 | ||||||||
Intangible assets | 42,990 | ||||||||
Other assets | 52 | ||||||||
Total assets acquired | 77,772 | ||||||||
Debt | — | ||||||||
Accounts payable | 7,817 | ||||||||
Accrued and other liabilities | 12,740 | ||||||||
Deferred income taxes | 11,692 | ||||||||
Total liabilities assumed | 32,249 | ||||||||
Net assets acquired | 45,523 | ||||||||
Goodwill | 20,375 | ||||||||
Purchase price | $ | 65,898 | |||||||
The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $20.4 million. The premium in the purchase price paid for the acquisition of RTD primarily relates to growth opportunities from expanding the Company’s distribution footprint into Eastern Canada and through operating synergies available via the consolidation of certain distribution centers in Eastern Canada. | |||||||||
Cash and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventory was recorded at fair value, based on computation which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable. | |||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||
In thousands | Estimated | Estimated | |||||||
Useful | Fair | ||||||||
Life | Value | ||||||||
Customer list | 16 years | $ | 40,720 | ||||||
Tradenames | 5 years | 1,900 | |||||||
Favorable leases | 4 years | 370 | |||||||
Total | $ | 42,990 | |||||||
The following unaudited pro forma supplementary data gives effect to the acquisitions of Hercules and Terry’s Tire as if these transactions had occurred on December 30, 2012 (the first day of the Company’s 2013 fiscal year) and gives effect to the acquisition of RTD as if this transaction had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the Hercules, Terry’s Tire and RTD acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date. | |||||||||
Pro Forma | |||||||||
In thousands | Quarter | Quarter | |||||||
Ended | Ended | ||||||||
April 5, | March 30, | ||||||||
2014 | 2013 | ||||||||
Net sales | $ | 1,223,921 | $ | 1,127,059 | |||||
Net income (loss) | (43,631 | ) | (40,261 | ) | |||||
The pro forma supplementary data for the quarters ended April 5, 2014 and March 30, 2013 includes $7.4 million and $9.0 million, respectively, as an increase to historical amortization expense as a result of acquired intangible assets. In addition, the pro forma supplementary data for the quarters ended April 5, 2014 and March 30, 2013 includes $3.9 million and $9.5 million, respectively, as an increase to historical interest expense as a result of the issuance of the additional Senior Subordinated Notes and the new senior secured term loan facility, as more fully described in Note 9. For the quarter ended April 5, 2014, the Company has included a reduction in non-recurring historical transaction expenses of $32.2 million. These transaction expenses were incurred prior to the acquisition of Hercules and Terry’s Tire and they are directly related to the acquisitions. |
Inventories
Inventories | 3 Months Ended | ||
Apr. 05, 2014 | |||
Inventories | ' | ||
5 | Inventories: | ||
Inventories consist primarily of automotive tires, custom wheels and accessories and tire supplies and tools. Reported amounts are valued at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. A majority of the Company’s tire vendors allow for the return of tire products, subject to certain limitations, specified in supply arrangements with the vendors. In addition, the Company’s inventory is collateral under the ABL Facility and the FILO Facility. See Note 9 for further information. | |||
As a result of the TriCan, RTD, TDI, WTD, Hercules and Terry’s Tire acquisitions, the carrying value of the acquired inventory was increased by $6.3 million, $2.7 million, $0.2 million, $0.5 million, $19.0 million and $12.5 million, respectively, to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The step-up in inventory value for each acquisition was amortized into cost of goods sold over the period of the Company’s normal inventory turns, which approximates two months. Amortization of the inventory step-up included in cost of goods sold in the accompanying condensed consolidated statements of comprehensive income (loss) for the quarters ended April 5, 2014 and March 30, 2013 was $19.2 million and $2.2 million, respectively. |
Assets_Held_for_Sale
Assets Held for Sale | 3 Months Ended | ||
Apr. 05, 2014 | |||
Assets Held for Sale | ' | ||
6 | Assets Held for Sale: | ||
In accordance with current accounting standards, the Company classifies assets as held for sale in the period in which all held for sale criteria is met. Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and are no longer depreciated. 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. The Company is actively marketing this property and anticipates that it will be sold within a twelve-month period. As of April 5, 2014, the carrying value of the facility was $0.4 million. | |||
As part of the Terry’s Tire acquisition, the Company acquired Terry’s Tire’s commercial and retread businesses. See Note 4 for additional information regarding this acquisition. As it is management’s intention to divest the commercial and retread businesses during fiscal 2014 and as all held for sale criteria has been met, the related assets and liabilities of the commercial and retread businesses are classified as held for sale within the accompanying condensed consolidated balance sheet. As of April 5, 2014, the carrying value of the assets held for sale for these businesses was $3.3 million, including $2.5 million in current assets and net property and equipment of $0.8 million. |
Goodwill
Goodwill | 3 Months Ended | ||||
Apr. 05, 2014 | |||||
Goodwill | ' | ||||
7 | Goodwill: | ||||
The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded. Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. | |||||
The changes in the carrying amount of goodwill are as follows: | |||||
In thousands | |||||
Balance, December 28, 2013 | $ | 504,333 | |||
Purchase accounting adjustments | 128 | ||||
Acquisitions | 162,362 | ||||
Currency translation | (1,876 | ) | |||
Balance, April 5, 2014 | $ | 664,947 | |||
At April 5, 2014, the Company has recorded goodwill of $664.9 million, of which approximately $115.9 million of net goodwill is deductible for income tax purposes in future periods. The balance primarily relates to the TPG 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 March 28, 2014, ATDI completed its acquisition of Terry’s Tire pursuant to a Stock Purchase Agreement entered into on February 17, 2014. 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 $90.3 million as goodwill. See Note 4 for additional information. | |||||
On January 31, 2014, the Company completed its acquisition of Hercules pursuant to an Agreement and Plan of Merger dated January 24, 2014. 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 $72.1 million as goodwill. See Note 4 for additional information. | |||||
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 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 first quarter 2014, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This increased goodwill by $0.1 million to a total of $1.2 million at April 5, 2014. See Note 4 for additional information. |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
8 | Intangible Assets: | ||||||||||||||||
Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite lives are being amortized on a straight-line or accelerated basis over periods ranging from one to nineteen years. | |||||||||||||||||
The following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets at April 5, 2014 and March 30, 2013: | |||||||||||||||||
April 5, 2014 | December 28, 2013 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 1,027,448 | $ | 246,109 | $ | 677,062 | $ | 226,614 | |||||||||
Noncompete agreements | 12,285 | 7,217 | 12,007 | 6,400 | |||||||||||||
Favorable leases | 664 | 150 | 688 | 119 | |||||||||||||
Tradenames | 18,791 | 4,277 | 10,531 | 3,754 | |||||||||||||
Total finite-lived intangible assets | 1,059,188 | 257,753 | 700,288 | 236,887 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 1,309,081 | $ | 257,753 | $ | 950,181 | $ | 236,887 | |||||||||
At April 5, 2014, the Company had $1,051.3 million of intangible assets. The balance primarily relates to the TPG Merger on May 28, 2010, in which $781.3 million was recorded as intangible assets. As part of the preliminary purchase price allocation of Terry’s Tire, the Company allocated $201.0 million to a finite-lived customer list intangible asset with a useful life of eighteen years. As part of the preliminary purchase price allocation of Hercules, the Company allocated $147.2 million to a finite-lived customer list intangible asset with a useful life of eighteen years and $8.5 million to a finite-lived tradename with a useful life of fifteen years. As part of the 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. | |||||||||||||||||
Intangible asset amortization expense was $21.3 million and $17.5 million for the quarters ended April 5, 2014 and March 30, 2013 respectively. Estimated amortization expense on existing intangible assets is expected to approximate $85.6 million for the remaining nine months of 2014 and approximately $116.6 million in 2015, $98.7 million in 2016, $84.5 million in 2017 and $71.6 million in 2018. |
Longterm_Debt
Long-term Debt | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Long-term Debt | ' | ||||||||
9 | Long-term Debt: | ||||||||
The following table presents the Company’s long-term debt at April 5, 2014 and at December 28, 2013: | |||||||||
In thousands | April 5, | December 28, | |||||||
2014 | 2013 | ||||||||
U.S. ABL Facility | $ | 595,964 | $ | 417,066 | |||||
Canadian ABL Facility | 42,136 | 36,424 | |||||||
U.S. FILO Facility | 74,111 | 51,863 | |||||||
Canadian FILO Facility | 8,501 | — | |||||||
Term Loan | 299,252 | — | |||||||
Senior Secured Notes | 248,330 | 248,219 | |||||||
Senior Subordinated Notes | 421,181 | 200,000 | |||||||
Capital lease obligations | 12,715 | 12,330 | |||||||
Other | 7,916 | 1,098 | |||||||
Total debt | 1,710,106 | 967,000 | |||||||
Less - Current maturities | (5,502 | ) | (564 | ) | |||||
Long-term debt | $ | 1,704,604 | $ | 966,436 | |||||
The fair value of the Senior Secured Notes was $264.4 million at April 5, 2014 and $265.0 million at December 28, 2013 and is based upon quoted market values (Level 1). The fair value of the Senior Subordinated Notes was $449.4 million at April 5, 2014 and $212.0 million at December 28, 2013 and is based upon quoted prices for similar liabilities (Level 2). Since the Term Loan was issued on March 28, 2014, the carrying value of the Term Loan of $299.3 million approximates the fair value as of April 5, 2014. | |||||||||
ABL Facility | |||||||||
On January 31, 2014, in connection with the Hercules acquisition, the Company entered into the Second Amendment to Sixth Amended and Restated Credit Agreement (“Credit Agreement”), which 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 $125.0 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 (i) the U.S. borrowers under the agreement with a first-in last-out facility (the “U.S. FILO Facility”) in the aggregate principal amount of up to $80.0 million, subject to a borrowing base specific thereto and (ii) the Canadian borrowers under the agreement with a first-in last-out facility (the “Canadian FILO Facility” and collectively with the U.S. FILO Facility, the “FILO Facility”) in an aggregate principal amount of up to $15.0 million, subject to a borrowing base specific thereto. The U.S. ABL Facility is available to ATDI, Am-Pac Tire Dist. Inc., Hercules 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 is available to TriCan and any other Canadian subsidiaries that the Company designates in the future in accordance with the terms of the agreement. Provided that no default or event of default then exists or would arise therefrom, the Company has the option to request that the ABL Facility be increased by an amount not to exceed $175.0 million (up to $25.0 million of which may be allocated to the Canadian ABL Facility), subject to certain rights of the administrative agent, swingline lender and issuing banks 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 January 31, 2017. During the quarter ended April 5, 2014, the Company paid $0.7 million in debt issuance costs related to the ABL Facility and FILO Facility. | |||||||||
As of April 5, 2014, the Company had $596.0 million outstanding under the U.S. ABL Facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $8.4 million, leaving $209.9 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility at April 5, 2014 was $42.1 million, leaving $38.0 million available for additional borrowings. As of April 5, 2014, the outstanding balance of the U.S. FILO Facility was $74.1 million and the outstanding balance of the Canadian FILO Facility was $8.5 million. | |||||||||
Borrowings under the U.S. ABL Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of April 5, 2014 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 April 5, 2014. 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 April 5, 2014, (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 April 5, 2014, (c) a rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed loan amount displayed and identified as such on the display referred to as the “CDOR Page” of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 2.0% as of April 5, 2014 or (d) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of April 5, 2014. 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 U.S. 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 April 5, 2014 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 April 5, 2014. The applicable margins under the U.S. FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | |||||||||
Borrowings under the Canadian FILO 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 2.5% as of April 5, 2014, (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 2.5% as of April 5, 2014, (c) a rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed loan amount displayed and identified as such on the display referred to as the “CDOR Page” of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 3.5% as of April 5, 2014 or (d) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of April 5, 2014. The applicable margins under the Canadian FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | |||||||||
The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: | |||||||||
• | 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus | ||||||||
• | The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus | ||||||||
• | The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ||||||||
The U.S. FILO and the Canadian 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. or Canadian loan parties, as applicable; plus | ||||||||
• | 10% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ||||||||
All obligations under the U.S. ABL Facility and the U.S. 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. The Canadian ABL Facility and the Canadian FILO Facility are unconditionally guaranteed by the U.S. loan parties, TriCan and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations under the U.S. ABL Facility and the U.S. 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 and the Canadian 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 and the Canadian loan parties, subject to certain exceptions. | |||||||||
The ABL Facility and FILO Facility contain customary covenants, including covenants that restricts the Company’s ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change the Company’s fiscal year. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then the Company would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of April 5, 2014, 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 Term Loan | |||||||||
In connection with the acquisition of Terry’s Tire, on March 28, 2014, ATDI entered into a credit agreement that provided for a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “Term Loan”). The Term Loan was issued at a discount of 0.25% which, combined with certain debt issuance costs paid at closing, resulted in net proceeds of approximately $290.9 million. The Term Loan will accrete based on an effective interest rate of 6% to an aggregate accreted value of $300.0 million, the full principal amount at maturity. The net proceeds from the Term Loan were used to finance a portion of the Terry’s Tire Purchase Price. The maturity date for the Term Loan is June 1, 2018. During the quarter ended April 5, 2014, the Company paid $9.4 million in debt issuance cost related to the Term Loan. | |||||||||
Borrowings under the Term Loan bear interest at a rate per annum equal to, at the Company’s option, initially, either (a) a Eurodollar rate determined by reference to LIBOR, plus an applicable margin of 4.75% at April 5, 2014 or (b) a base rate determined by reference to the highest of (1) the federal funds rate plus 1⁄2 of 1%, (2) the prime commercial lending rate published by the Bank of America, N.A. as its “prime rate” for commercial loans and (3) the one month Eurodollar rate plus 1.0%, plus an applicable margin of 3.75% as of April 5, 2014. The Eurodollar rate is subject to an interest rate floor of 1.0%. The applicable margins under the Term Loan are subject to a step down based on a consolidated net leverage ratio, as defined in the agreement. | |||||||||
All obligations under the Term Loan are unconditionally guaranteed by Holdings and, subject to certain customary exceptions, all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material subsidiaries. Obligations under the Term Loan are secured by a first-priority lien on substantially all property, assets and capital stock of ATDI except accounts receivable, inventory and related intangible assets and a second-priority lien on all accounts receivable and related intangible assets. | |||||||||
The Term Loan contains customary covenants, including covenants that restrict the Company’s ability to incur additional debt, create 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, change the nature of the Company’s business or change the Company’s fiscal year. | |||||||||
Subject to certain exceptions, the Company is required to repay the Term Loan in certain circumstances, including with 50% (which percentage will be reduced to 25% and 0%, as applicable, subject to attaining certain senior secured net leverage ratios) of its annual excess cash flow, as defined in the Term Loan agreement. The Term Loan also contains repayments provisions related to non-ordinary course asset or property sales when certain conditions are met, and related to the incurrence of debt that is not permitted under the agreement. | |||||||||
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, subject to certain exceptions. The Senior Secured Notes are also collateralized by a second-priority lien on accounts receivable and related assets and a first-priority lien on substantially all other assets (other than inventory), in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions. | |||||||||
The indenture governing the Senior Secured Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries. | |||||||||
Senior Subordinated Notes | |||||||||
On May 28, 2010, ATDI issued $200.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes due 2018 (the “Initial Subordinated Notes”). Interest on the Initial Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. | |||||||||
In connection with the consummation of the Hercules acquisition, on January 31, 2014, ATDI completed the sale to certain purchasers of an additional $225.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes due 2018 (the “Additional Subordinated Notes” and, collectively with the Initial Subordinated Notes, the “Senior Subordinated Notes”). The Additional Subordinated Notes were issued at a discount from their principal amount at maturity and generated net proceeds of approximately $221.1 million. The Additional Subordinated Notes will accrete based on an effective interest rate of 12% to an aggregate accreted value of $225.0 million, the full principal amount at maturity. During the quarter ended April 5, 2014, the Company paid $1.2 million in debt issuance cost related to the Additional Subordinated Notes. | |||||||||
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 are treated as a single class of securities for all purposes under the indenture. The Senior Subordinated Notes will mature on June 1, 2018. | |||||||||
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, 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. |
Derivative_Instruments
Derivative Instruments | 3 Months Ended | ||||||||||
Apr. 05, 2014 | |||||||||||
Derivative Instruments | ' | ||||||||||
10 | Derivative Instruments: | ||||||||||
In the normal course of business, the Company is exposed to the risk associated with exposure to fluctuations in interest rates on our variable rate debt. These fluctuations can increase the cost of financing, investing and operating the business. The Company has used derivative financial instruments to help manage this risk and reduce the impacts of these exposures and not for trading or other speculative purposes. All derivatives are recognized on the condensed consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of contracts that qualify for hedge accounting treatment are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in the statement of comprehensive income (loss) at the time earnings are affected by the hedged transaction. For other derivatives, changes in the fair value of the contract are recognized immediately in 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 condensed consolidated statement of comprehensive income (loss). | |||||||||||
On August 1, 2012, the Company entered into two interest rate swap agreements (“3Q 2012 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, with each $50.0 million contract having a fixed rate of 0.655% and expiring in June 2016. The counterparty to each swap is a major financial institution. The 3Q 2012 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the condensed consolidated statement of comprehensive income (loss). | |||||||||||
On September 23, 2011, the Company entered into two interest rate swap agreements (“3Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million is at a fixed rate of 0.74% and will expire in September 2014 and $50.0 million is at a fixed rate of 1.0% and will expire in September 2015. The counterparty to each swap is a major financial institution. The 3Q 2011 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in net income (loss) in the condensed consolidated statement of comprehensive income (loss). | |||||||||||
On February 24, 2011, the Company entered into two interest rate swap agreements (“1Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place covered an aggregate notional amount of $75.0 million, of which $25.0 million was at a fixed interest rate of 0.585% and expired in February 2012. The remaining swap covered an aggregate notional amount of $50.0 million at a fixed interest rate of 1.105% and expired in February 2013. The counterparty to each swap was a major financial institution. Neither swap met the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract were recognized in net income (loss) in the condensed consolidated statement of comprehensive income (loss). | |||||||||||
The following tables present the fair values of the Company’s derivative instruments included within the condensed consolidated balance sheets as of April 5, 2014 and December 28, 2013: | |||||||||||
Liability Derivatives | |||||||||||
In thousands | Balance Sheet | April 5, | December 28, | ||||||||
Location | 2014 | 2013 | |||||||||
Derivatives not designated as hedges: | |||||||||||
3Q 2011 swaps - $100 million notional | Accrued expenses | $ | 705 | $ | 792 | ||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 328 | 280 | ||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,915 | 1,880 | ||||||||
Total | $ | 2,948 | $ | 2,952 | |||||||
The pre-tax effect of the Company’s derivative instruments on the condensed consolidated statement of comprehensive income (loss) was as follows: | |||||||||||
(Gain) Loss Recognized | |||||||||||
In thousands | Location of | Quarter | Quarter | ||||||||
(Gain) Loss | Ended | Ended | |||||||||
Recognized | April 5, | March 30, | |||||||||
2014 | 2013 | ||||||||||
Derivatives not designated as hedges: | |||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | — | $ | (149 | ) | |||||
3Q 2011 swaps - $100 million notional | Interest Expense | (86 | ) | (156 | ) | ||||||
3Q 2012 swaps - $100 million notional | Interest Expense | 47 | (131 | ) | |||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 35 | — | ||||||||
Total | $ | (4 | ) | $ | (436 | ) | |||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
11 | Fair Value of Financial Instruments: | ||||||||||||||||
The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is comprised of three levels that are described below: | |||||||||||||||||
• | Level 1 Inputs – Inputs based on quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2 Inputs – Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. | ||||||||||||||||
• | Level 3 Inputs – Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities, therefore requiring an entity to develop its own assumptions. | ||||||||||||||||
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
The following table presents the fair value and hierarchy levels for the Company’s assets and liabilities, which are measured at fair value on a recurring basis as of April 5, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,359 | $ | 3,359 | $ | — | $ | — | |||||||||
Total | $ | 3,359 | $ | 3,359 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 16,000 | $ | — | $ | — | $ | 16,000 | |||||||||
Derivative instruments | 2,948 | — | 2,948 | — | |||||||||||||
Total | $ | 18,948 | $ | — | $ | 2,948 | $ | 16,000 | |||||||||
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. | ||||||||||||||||
• | Contingent consideration – As part of the preliminary purchase price allocation of Terry’s Tire and Hercules, the Company recorded $12.5 million and $3.5 million, respectively, in contingent consideration. The fair value was estimated using a discounted cash flow technique with significant inputs that are not observable, including discount rates and probability-weighted cash flows and represents management’s best estimate of the amounts to be paid, however, the Company is in the process of obtaining third-party appraisals of the fair value of the acquired assets and liabilities and will continue to evaluate amounts recorded until the appraisals are finalized. The contingent consideration includes $12.3 million related to the retention of certain key members of management as employees of the Company and $3.7 million related to securing the rights to continue to distribute certain tire brands previously distributed by Terry’s Tire and Hercules. The Company believes the probable outcome could range from approximately $8.0 million to $16.0 million. The recorded contingent consideration is included in Accrued Expenses in the condensed consolidated balance sheet as of April 5, 2014. | ||||||||||||||||
• | Derivative instruments – These instruments consist of interest rate swaps. The fair value is based upon quoted prices for similar instruments from a financial institution that is counterparty to the transaction. | ||||||||||||||||
The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities at April 5, 2014 are the same as those used at December 28, 2013. As a result, there have been no transfers between Level 1 and Level 2 categories. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Stock-Based Compensation | ' | ||||||||
12 | Stock-Based Compensation: | ||||||||
The Company accounts for stock-based compensation awards in accordance with ASC 718 – Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s stock-based compensation plans include programs for stock options and restricted stock units. | |||||||||
Stock Options | |||||||||
In August 2010, the Company’s indirect parent company adopted a Management Equity Incentive Plan (the “2010 Plan”), pursuant to which the indirect parent company will grant options to selected employees and directors of the Company. The 2010 Plan, which includes both time-based and performance-based awards, provides that a maximum of 52.1 million shares of common stock of the indirect parent company are available for grant. As of April 5, 2014, the Company has 2.5 million shares available for future incentive awards. See Note 16 regarding a recent amendment to the 2010 Plan and the issuance of stock options subsequent to the quarter ended April 5, 2014. | |||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||
Number | Weighted | ||||||||
of Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding - December 28, 2013 | 49,516,503 | $ | 1.02 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding - April 5, 2014 | 49,516,503 | $ | 1.02 | ||||||
Exercisable - April 5, 2014 | 27,861,510 | $ | 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 April 5, 2014 was 6.7 years and 6.6 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 April 5, 2014, unrecognized compensation expense related to non-vested options granted under the 2010 Plan totaled $7.0 million and the weighted-average period over which this expense will be recognized is 1.1 years. | |||||||||
No stock options were granted during the quarter ended April 5, 2014. The weighted average fair value of stock options granted during the quarter ended March 30, 2013 was $0.54 using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||
Quarter | |||||||||
Ended | |||||||||
March 30, | |||||||||
2013 | |||||||||
Risk-free interest rate | 1.38 | % | |||||||
Dividend yield | — | ||||||||
Expected life | 6.0 years | ||||||||
Volatility | 45.39 | % | |||||||
As the Company does not have sufficient historical volatility data for the Company’s own common stock, the stock price volatility utilized in the fair value calculation is based on the Company’s peer group in the industry in which it does business. The risk-free interest rate is based on the yield-curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award. Because the Company does not have relevant data available regarding the expected life of the award, the expected life is derived from the Simplified Method as allowed under SAB Topic 14. | |||||||||
Restricted Stock Units (RSUs) | |||||||||
In October 2010, the Company’s indirect parent company adopted the Non-Employee Director Restricted Stock Plan (the “2010 RSU Plan”), pursuant to which the indirect parent company will grant restricted stock units to non-employee directors of the Company. Upon vesting, these awards entitle the holder to receive one share of common stock for each restricted stock unit granted. The 2010 RSU Plan provides that a maximum of 0.8 million shares of common stock of the indirect parent may be granted to non-employee directors of the Company, of which 0.3 million remain available at April 5, 2014 for future incentive awards. See Note 16 regarding the issuance of RSU’s subsequent to the quarter ended April 5, 2014. | |||||||||
The following table summarizes RSU activity under the 2010 RSU Plan for the three months ended April 5, 2014: | |||||||||
Number | Weighted | ||||||||
of Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding and unvested at December 28, 2013 | 87,719 | $ | 1.14 | ||||||
Granted | — | — | |||||||
Vested | (87,719 | ) | 1.14 | ||||||
Cancelled | — | — | |||||||
Outstanding and unvested at April 5, 2014 | — | $ | — | ||||||
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 April 5, 2014, all RSUs granted under the 2010 RSU Plan are fully vested and accordingly, the Company has recognized all compensation expense related these RSUs. | |||||||||
Compensation Expense | |||||||||
Stock-based compensation expense is included in selling, general and administrative expenses within the condensed consolidated statement of comprehensive income (loss). The amount of compensation expense recognized during a period is based on the portion of the granted awards that are expected to vest. Ultimately, the total expense recognized over the vesting period will equal the fair value of the awards as of the grant date that actually vest. The following table summarizes the compensation expense recognized: | |||||||||
In thousands | Quarter | Quarter | |||||||
Ended | Ended | ||||||||
April 5, | March 30, | ||||||||
2014 | 2013 | ||||||||
Stock Options | $ | 567 | $ | 626 | |||||
Restricted Stock Units | — | 42 | |||||||
Total | $ | 567 | $ | 668 | |||||
Income_Taxes
Income Taxes | 3 Months Ended | ||
Apr. 05, 2014 | |||
Income Taxes | ' | ||
13 | Income Taxes: | ||
The tax provision for the quarter ended April 5, 2014, was calculated on a national jurisdiction basis. The Company accounts for its provision for income taxes in accordance with ASC 740 – Income Taxes, which requires an estimate of the annual effective tax rate for the full year to be applied to the respective interim period. However, the authoritative guidance allows the use of the discrete method when, in certain situations, the actual interim period effective tax rate provides a better estimate of the income tax provision. For the quarter ended April 5, 2014, the discrete method was used to calculate the Company’s U.S. and Canadian interim tax expense as management determined that it provided a more reliable estimate of year-to-date income tax expense. | |||
Based on the reported loss before income taxes for the quarter ended April 5, 2014, the Company had an income tax benefit of $16.6 million, consisting of a $14.3 million U.S. tax benefit and a $2.3 million foreign tax benefit, and an effective tax benefit rate under the discrete method of 32.8%. For the quarter ended March 30, 2013, the Company had an income tax benefit of $7.6 million, consisting of a $6.4 million U.S. tax benefit and a $1.2 million foreign tax benefit, and an effective tax benefit rate of 31.9%. The effective rate of the year-to-date tax benefit is lower than the statutory income tax rate primarily due to earnings in a foreign jurisdiction taxed at rates lower than the statutory U.S. federal rate which lowered the effective tax rate by 1.5%. | |||
At April 5, 2014, the Company has a net deferred tax liability of $311.1 million, of which, $17.3 million was recorded as a current deferred tax asset and $328.4 million was recorded as a non-current deferred tax liability. The net deferred tax liability primarily relates to the expected future tax liability associated with the non-deductible, identified, intangible assets that were recorded during the TPG Merger, assuming an effective tax rate of 39.6%. It is the Company’s intention to indefinitely reinvest all undistributed earnings of non-U.S. subsidiaries. | |||
At April 5, 2014, the Company had unrecognized tax benefits of $1.1 million, of which $0.4 million is included within accrued expenses and $0.7 million is included within other liabilities within the accompanying condensed consolidated balance sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $0.1 million as of April 5, 2014. In addition, $1.0 million is related to temporary timing differences. During the next 12 months, management does not believe that it is reasonably possible that any of the unrecognized tax benefits will be recognized. | |||
While the Company believes that it has adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than the Company’s accrued position. Accordingly, additional provisions of federal and state-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved. The Company files federal income tax returns, as well as multiple state jurisdiction tax returns. The tax years 2010 – 2012 remain open to examination by the Internal Revenue Service. The tax years 2009 – 2012 remain open to examination by other major taxing jurisdictions to which the Company is subject (primarily Canada and other state and local jurisdictions). | |||
In September 2013, the Internal Revenue Service released final Tangible Property Regulations (the “Final Regulations”). The Final Regulations provide guidance on applying Section 263(a) of the Code to amounts paid to acquire, produce or improve tangible property, as well as rules for materials and supplies (Code Section 162). These regulations contain certain changes from the temporary and proposed tangible property regulations that were issued on December 27, 2011. The Final Regulations are generally effective for taxable years beginning on or after January 1, 2014. During 2012, the Company filed a change in tax methodology related to a section of the Final Regulations, specifically the methodology for repairs and maintenance deductions. The Company does not expect any additional adjustments related to the Final Regulations. |
Stockholders_Equity
Stockholder's Equity | 3 Months Ended | ||
Apr. 05, 2014 | |||
Stockholder's Equity | ' | ||
14 | Stockholder’s Equity: | ||
On January 31, 2014, TPG and certain co-investors contributed $50.0 million through the purchase of 33.3 million shares of common stock in Holdings indirect parent company, Accelerate Parent Corp. The proceeds from this equity contribution were used to fund a portion of the Hercules Closing Purchase Price. Accordingly, the Company recorded the basis in these shares in additional paid-in capital. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||
Apr. 05, 2014 | |||
Commitments and Contingencies | ' | ||
15 | Commitments and Contingencies: | ||
The Company is involved from time to time in various lawsuits, including class action lawsuits as well as various audits and reviews regarding its federal, state and local tax filings, arising out of the ordinary conduct of its business. Management does not expect that any of these matters will have a material adverse effect on the Company’s business or financial condition. As to tax filings, the Company believes that the various tax filings have been made in a timely fashion and in accordance with applicable federal, state and local tax code requirements. Additionally, the Company believes that it has adequately provided for any reasonably foreseeable resolution of any tax disputes, but will adjust its reserves if events so dictate in accordance with FASB authoritative guidance. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in accordance with the accounting standards for income taxes. | |||
Guaranteed Lease Obligations | |||
The Company remains liable as a guarantor on certain leases related to the Winston Tire Company, which was sold in 2001. As of April 5, 2014, the Company’s total obligations are $1.8 million extending over five years. However, the Company has secured assignments or sublease agreements for the vast majority of these commitments with contractual assigned or subleased rentals of $1.6 million. A provision has been made for the net present value of the estimated shortfall. |
Subsequent_Event
Subsequent Event | 3 Months Ended | ||
Apr. 05, 2014 | |||
Subsequent Event | ' | ||
16 | Subsequent Event: | ||
On April 28, 2014, the board of directors of the Company’s indirect parent, Accelerate Parent Corp., amended the Management Equity Incentive Plan, or the 2010 Plan, to increase the maximum number of shares of common stock of the indirect parent company for which stock options may be granted under the 2010 Plan from 52.1 million to 54.4 million. In addition to the increase in the maximum number of shares, on April 28, 2014 the board of directors of Accelerate Parent Corp. approved the issuance of stock options to certain members of management and the issuance of restricted stock units to the non-employee directors of the Company. The approved stock options are for the purchase of up to 4.5 million shares of common stock, have an exercise price of $1.50 per share and vest over a two-year vesting period. The approved restricted stock units are for the issuance of up to 0.1 million shares of common stock, have a grant date fair value of $1.50 per share and vest over a two-year vesting period. |
Subsidiary_Guarantor_Financial
Subsidiary Guarantor Financial Information | 3 Months Ended | ||||||||||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||||||||||
Subsidiary Guarantor Financial Information | ' | ||||||||||||||||||||||||
17 | Subsidiary Guarantor Financial Information: | ||||||||||||||||||||||||
ATDI is the issuer of $250.0 million in aggregate principal amount of Senior Secured Notes and $425.0 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, Tire Wholesalers, Inc. (“Tire Wholesalers”), Terry’s Tire and by the U.S. operations of Hercules. ATDI is a direct 100% owned subsidiary of Holdings and Am-Pac, Tire Wholesales, Terry’s Tire and Hercules are indirect 100% owned subsidiaries of Holdings. None of the Company’s other subsidiaries guarantees the Notes. The guarantees 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, Tire Wholesalers, Terry’s Tire and Hercules’ U.S. subsidiary, on a combined basis, under the column heading “Guarantor Subsidiaries”; and | ||||||||||||||||||||||||
• | The Company’s other subsidiaries, on a combined basis, under the column heading “Non-Guarantor Subsidiaries”; | ||||||||||||||||||||||||
• | Consolidating entries and eliminations, under the column heading “Eliminations”; and | ||||||||||||||||||||||||
• | Holdings, ATDI and their subsidiaries on a consolidated basis, under the column heading “Consolidated.” | ||||||||||||||||||||||||
At the beginning of fiscal 2014, the Company merged a subsidiary that previously was a non-guarantor of the Notes, Tire Distributors, Inc., into ATDI. As a result of this merger, the consolidating balance sheet as of December 28, 2013, the consolidating statement of comprehensive income (loss) for the quarter ended March 30, 2013 and the consolidating statement of cash flow for the quarter ended March 30, 2013 have been retroactively adjusted to reflect the post-merger legal entity structure. Terry’s Tire and Hercules’ U.S. subsidiary became guarantors of the Notes in the first quarter of 2014. | |||||||||||||||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of April 5, 2014 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 13,278 | $ | 19,535 | $ | 5,011 | $ | — | $ | 37,824 | |||||||||||||
Accounts receivable, net | — | 306,115 | 94,055 | 39,959 | — | 440,129 | |||||||||||||||||||
Inventories | — | 726,359 | 195,598 | 122,807 | — | 1,044,764 | |||||||||||||||||||
Assets held for sale | — | 405 | 2,166 | 1,155 | — | 3,726 | |||||||||||||||||||
Income tax receivable | — | 593 | 441 | 2,444 | — | 3,478 | |||||||||||||||||||
Intercompany receivables | 95,051 | — | 68,766 | — | (163,817 | ) | — | ||||||||||||||||||
Other current assets | — | 26,920 | 13,751 | 4,859 | — | 45,530 | |||||||||||||||||||
Total current assets | 95,051 | 1,073,670 | 394,312 | 176,235 | (163,817 | ) | 1,575,451 | ||||||||||||||||||
Property and equipment, net | — | 145,779 | 35,018 | 9,990 | — | 190,787 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 654,797 | 540,396 | 102,149 | 341 | 1,716,275 | |||||||||||||||||||
Investment in subsidiaries | 190,625 | 858,343 | (123 | ) | — | (1,048,845 | ) | — | |||||||||||||||||
Other assets | — | 51,346 | 1,420 | 940 | (300 | ) | 53,406 | ||||||||||||||||||
Total assets | $ | 704,268 | $ | 2,783,935 | $ | 971,023 | $ | 289,314 | $ | (1,212,621 | ) | $ | 3,535,919 | ||||||||||||
Liabilities and Stockholder’s Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 506,432 | $ | 145,583 | $ | 42,044 | $ | — | $ | 694,059 | |||||||||||||
Accrued expenses | — | 57,205 | 11,761 | 9,878 | — | 78,844 | |||||||||||||||||||
Liabilities held for sale | — | — | 126 | 310 | — | 436 | |||||||||||||||||||
Current maturities of long-term debt | — | 3,567 | 1,935 | — | — | 5,502 | |||||||||||||||||||
Intercompany payables | — | 122,536 | — | 41,240 | (163,776 | ) | — | ||||||||||||||||||
Total current liabilities | — | 689,740 | 159,405 | 93,472 | (163,776 | ) | 778,841 | ||||||||||||||||||
Long-term debt | — | 1,648,516 | 5,451 | 50,637 | — | 1,704,604 | |||||||||||||||||||
Deferred income taxes | — | 241,789 | 65,032 | 21,535 | — | 328,356 | |||||||||||||||||||
Other liabilities | — | 13,265 | 1,995 | 4,590 | — | 19,850 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 754,696 | 160,253 | (1,195,571 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 809,539 | 15,274 | — | — | (15,274 | ) | 809,539 | ||||||||||||||||||
Accumulated earnings (deficit) | (90,942 | ) | (90,942 | ) | (15,557 | ) | (26,458 | ) | 132,957 | (90,942 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (14,329 | ) | (14,329 | ) | 1 | (14,715 | ) | 29,043 | (14,329 | ) | |||||||||||||||
Total stockholder’s equity | 704,268 | 190,625 | 739,140 | 119,080 | (1,048,845 | ) | 704,268 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 704,268 | $ | 2,783,935 | $ | 971,023 | $ | 289,314 | $ | (1,212,621 | ) | $ | 3,535,919 | ||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of December 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 22,352 | $ | — | $ | 13,408 | $ | — | $ | 35,760 | |||||||||||||
Accounts receivable, net | — | 265,551 | — | 39,696 | — | 305,247 | |||||||||||||||||||
Inventories | — | 714,235 | — | 58,498 | — | 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 | 1,027,912 | 65,065 | 129,719 | (117,326 | ) | 1,150,422 | ||||||||||||||||||
Property and equipment, net | — | 140,712 | 343 | 6,801 | — | 147,856 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 667,996 | 1,450 | 129,589 | — | 1,217,627 | |||||||||||||||||||
Investment in subsidiaries | 229,330 | 196,624 | — | — | (425,954 | ) | — | ||||||||||||||||||
Other assets | — | 42,468 | 308 | 645 | — | 43,421 | |||||||||||||||||||
Total assets | $ | 692,974 | $ | 2,075,712 | $ | 67,166 | $ | 266,754 | $ | (543,280 | ) | $ | 2,559,326 | ||||||||||||
Liabilities and Stockholder’s Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 527,080 | $ | 2,255 | $ | 34,356 | $ | — | $ | 563,691 | |||||||||||||
Accrued expenses | — | 43,375 | 48 | 4,300 | — | 47,723 | |||||||||||||||||||
Current maturities of long-term debt | — | 558 | 6 | — | — | 564 | |||||||||||||||||||
Intercompany payables | — | 85,172 | 1,110 | 31,044 | (117,326 | ) | — | ||||||||||||||||||
Total current liabilities | — | 656,185 | 3,419 | 69,700 | (117,326 | ) | 611,978 | ||||||||||||||||||
Long-term debt | — | 930,012 | 3 | 36,421 | — | 966,436 | |||||||||||||||||||
Deferred income taxes | — | 246,897 | 587 | 23,092 | — | 270,576 | |||||||||||||||||||
Other liabilities | — | 13,288 | 18 | 4,056 | — | 17,362 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 160,253 | (505,810 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,972 | 14,706 | — | — | (14,706 | ) | 758,972 | ||||||||||||||||||
Accumulated earnings (deficit) | (56,898 | ) | (56,898 | ) | (1,796 | ) | (17,294 | ) | 75,988 | (56,898 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (9,100 | ) | (9,100 | ) | — | (9,474 | ) | 18,574 | (9,100 | ) | |||||||||||||||
Total stockholder’s equity | 692,974 | 229,330 | 63,139 | 133,485 | (425,954 | ) | 692,974 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 692,974 | $ | 2,075,712 | $ | 67,166 | $ | 266,754 | $ | (543,280 | ) | $ | 2,559,326 | ||||||||||||
Condensed consolidating statements of comprehensive income (loss) for the quarters ended April 5, 2014 and March 30, 2013 are as follows: | |||||||||||||||||||||||||
For the Quarter Ended April 5, 2014 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 929,620 | $ | 71,791 | $ | 75,052 | $ | (994 | ) | $ | 1,075,469 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 777,893 | 78,983 | 61,436 | (998 | ) | 917,314 | ||||||||||||||||||
Selling, general and administrative expenses | — | 140,615 | 13,198 | 24,105 | — | 177,918 | |||||||||||||||||||
Transaction expenses | — | 3,598 | — | 1,088 | — | 4,686 | |||||||||||||||||||
Operating income (loss) | — | 7,514 | (20,390 | ) | (11,577 | ) | 4 | (24,449 | ) | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (23,574 | ) | (225 | ) | (600 | ) | — | (24,399 | ) | |||||||||||||||
Other, net | — | (1,014 | ) | (98 | ) | (690 | ) | — | (1,802 | ) | |||||||||||||||
Equity earnings of subsidiaries | (34,044 | ) | (22,802 | ) | (123 | ) | — | 56,969 | — | ||||||||||||||||
Income (loss) from operations before income taxes | (34,044 | ) | (39,876 | ) | (20,836 | ) | (12,867 | ) | 56,973 | (50,650 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,830 | ) | (7,075 | ) | (3,703 | ) | 2 | (16,606 | ) | |||||||||||||||
Net income (loss) | $ | (34,044 | ) | $ | (34,046 | ) | $ | (13,761 | ) | $ | (9,164 | ) | $ | 56,971 | $ | (34,044 | ) | ||||||||
Comprehensive income (loss) | $ | (39,273 | ) | $ | (39,275 | ) | $ | (13,760 | ) | $ | (14,405 | ) | $ | 67,440 | $ | (39,273 | ) | ||||||||
For the Quarter Ended March 30, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 813,009 | $ | — | $ | 26,969 | $ | — | $ | 839,978 | |||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 683,226 | — | 24,930 | — | 708,156 | |||||||||||||||||||
Selling, general and administrative expenses | — | 128,274 | 236 | 7,994 | — | 136,504 | |||||||||||||||||||
Transaction expenses | — | 988 | — | 35 | — | 1,023 | |||||||||||||||||||
Operating income (loss) | — | 521 | (236 | ) | (5,990 | ) | — | (5,705 | ) | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (17,003 | ) | — | (237 | ) | — | (17,240 | ) | ||||||||||||||||
Other, net | — | (710 | ) | — | (263 | ) | — | (973 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (16,291 | ) | (4,834 | ) | — | — | 21,125 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (16,291 | ) | (22,026 | ) | (236 | ) | (6,490 | ) | 21,125 | (23,918 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,735 | ) | (78 | ) | (1,814 | ) | — | (7,627 | ) | |||||||||||||||
Net income (loss) | $ | (16,291 | ) | $ | (16,291 | ) | $ | (158 | ) | $ | (4,676 | ) | $ | 21,125 | $ | (16,291 | ) | ||||||||
Comprehensive income (loss) | $ | (18,035 | ) | $ | (18,035 | ) | $ | (158 | ) | $ | (6,487 | ) | $ | 24,680 | $ | (18,035 | ) | ||||||||
Condensed consolidating statements of cash flows for the quarters ended April 5, 2014 and March 30, 2013 are as follows: | |||||||||||||||||||||||||
In thousands | For the Quarter Ended April 5, 2014 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | (50,000 | ) | $ | (8,929 | ) | $ | 7,365 | $ | (21,061 | ) | $ | — | $ | (72,625 | ) | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (689,761 | ) | 13,455 | 963 | — | (675,343 | ) | |||||||||||||||||
Purchase of property and equipment | — | (11,825 | ) | (1,071 | ) | (1,506 | ) | — | (14,402 | ) | |||||||||||||||
Purchase of assets held for sale | — | (15 | ) | — | — | — | (15 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 34 | — | 68 | — | 102 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 415 | — | — | — | 415 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (701,152 | ) | 12,384 | (475 | ) | — | (689,243 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 1,485,157 | — | 24,167 | — | 1,509,324 | |||||||||||||||||||
Repayments of revolving credit facility | — | (1,284,010 | ) | — | (9,057 | ) | — | (1,293,067 | ) | ||||||||||||||||
Outstanding checks | — | (9,174 | ) | — | — | — | (9,174 | ) | |||||||||||||||||
Payments of other long-term debt | — | (178 | ) | (214 | ) | — | — | (392 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (11,101 | ) | — | (290 | ) | — | (11,391 | ) | ||||||||||||||||
Proceeds from issuance of long-term debt | — | 520,313 | — | — | — | 520,313 | |||||||||||||||||||
Equity contribution | 50,000 | — | — | — | — | 50,000 | |||||||||||||||||||
Net cash provided by (used in) financing activities | 50,000 | 701,007 | (214 | ) | 14,820 | — | 765,613 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (1,681 | ) | (1,681 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (9,074 | ) | 19,535 | (8,397 | ) | — | 2,064 | |||||||||||||||||
Cash and cash equivalents - beginning of period | — | 22,352 | — | 13,408 | — | 35,760 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 13,278 | $ | 19,535 | $ | 5,011 | $ | — | $ | 37,824 | |||||||||||||
In thousands | For the Quarter Ended March 30, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | 18,144 | $ | 2 | $ | (16,014 | ) | $ | — | $ | 2,132 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | — | — | (4,225 | ) | — | (4,225 | ) | |||||||||||||||||
Purchase of property and equipment | — | (11,204 | ) | — | (669 | ) | — | (11,873 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (612 | ) | — | — | — | (612 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 8 | — | 5 | — | 13 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (11,808 | ) | — | (4,889 | ) | — | (16,697 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 660,348 | — | 59,645 | — | 719,993 | |||||||||||||||||||
Repayments of revolving credit facility | — | (658,128 | ) | — | (48,821 | ) | — | (706,949 | ) | ||||||||||||||||
Outstanding checks | — | (8,677 | ) | — | — | — | (8,677 | ) | |||||||||||||||||
Payments of other long-term debt | — | (86 | ) | (2 | ) | — | — | (88 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (69 | ) | — | — | — | (69 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | — | (6,612 | ) | (2 | ) | 10,824 | — | 4,210 | |||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (513 | ) | (513 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (276 | ) | — | (10,592 | ) | — | (10,868 | ) | ||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 12,070 | $ | — | $ | 3,013 | $ | — | $ | 15,083 | |||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Unaudited Pro Forma Supplementary Data Related to Hercules, Terry's Tire and RTD Acquisition | ' | ||||||||
The following unaudited pro forma supplementary data gives effect to the acquisitions of Hercules and Terry’s Tire as if these transactions had occurred on December 30, 2012 (the first day of the Company’s 2013 fiscal year) and gives effect to the acquisition of RTD as if this transaction had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the Hercules, Terry’s Tire and RTD acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date. | |||||||||
Pro Forma | |||||||||
In thousands | Quarter | Quarter | |||||||
Ended | Ended | ||||||||
April 5, | March 30, | ||||||||
2014 | 2013 | ||||||||
Net sales | $ | 1,223,921 | $ | 1,127,059 | |||||
Net income (loss) | (43,631 | ) | (40,261 | ) | |||||
Hercules | ' | ||||||||
Allocation of Purchase Price | ' | ||||||||
The preliminary allocation of the Hercules Closing Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 12,187 | |||||||
Accounts receivable | 61,610 | ||||||||
Inventory | 156,652 | ||||||||
Other current assets | 5,064 | ||||||||
Property and equipment | 29,970 | ||||||||
Intangible assets | 155,704 | ||||||||
Total assets acquired | 421,187 | ||||||||
Accounts payable | 95,616 | ||||||||
Accrued and other liabilities | 6,154 | ||||||||
Deferred income taxes | 69,872 | ||||||||
Other liabilities | 2,325 | ||||||||
Total liabilities assumed | 173,967 | ||||||||
Net assets acquired | 247,220 | ||||||||
Goodwill | 72,082 | ||||||||
Purchase price | $ | 319,302 | |||||||
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 | 18 years | $ | 147,216 | ||||||
Tradenames | 15 years | 8,488 | |||||||
Total | $ | 155,704 | |||||||
Regional Tire Holdings Inc. | ' | ||||||||
Allocation of Purchase Price | ' | ||||||||
The allocation of the Adjusted Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 904 | |||||||
Accounts receivable | 10,093 | ||||||||
Inventory | 21,685 | ||||||||
Other current assets | 998 | ||||||||
Property and equipment | 1,050 | ||||||||
Intangible assets | 42,990 | ||||||||
Other assets | 52 | ||||||||
Total assets acquired | 77,772 | ||||||||
Debt | — | ||||||||
Accounts payable | 7,817 | ||||||||
Accrued and other liabilities | 12,740 | ||||||||
Deferred income taxes | 11,692 | ||||||||
Total liabilities assumed | 32,249 | ||||||||
Net assets acquired | 45,523 | ||||||||
Goodwill | 20,375 | ||||||||
Purchase price | $ | 65,898 | |||||||
Intangible Assets Based on Estimated Fair Value | ' | ||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||
In thousands | Estimated | Estimated | |||||||
Useful | Fair | ||||||||
Life | Value | ||||||||
Customer list | 16 years | $ | 40,720 | ||||||
Tradenames | 5 years | 1,900 | |||||||
Favorable leases | 4 years | 370 | |||||||
Total | $ | 42,990 | |||||||
Terrys Tire Town Holdings Inc | ' | ||||||||
Allocation of Purchase Price | ' | ||||||||
The preliminary allocation of the Terry’s Tire Purchase Price is as follows: | |||||||||
In thousands | |||||||||
Cash | $ | 7,238 | |||||||
Accounts receivable | 42,515 | ||||||||
Inventory | 101,328 | ||||||||
Assets held for sale | 3,321 | ||||||||
Other current assets | 2,203 | ||||||||
Deferred income taxes | 4,947 | ||||||||
Property and equipment | 7,072 | ||||||||
Intangible asset | 201,000 | ||||||||
Other assets | 541 | ||||||||
Total assets acquired | 370,165 | ||||||||
Accounts payable | 78,488 | ||||||||
Accrued and other liabilities | 3,470 | ||||||||
Liabilities held for sale | 436 | ||||||||
Total liabilities assumed | 82,394 | ||||||||
Net assets acquired | 287,771 | ||||||||
Goodwill | 90,280 | ||||||||
Purchase price | $ | 378,051 | |||||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||
Apr. 05, 2014 | |||||
Changes in Carrying Amount of Goodwill | ' | ||||
The changes in the carrying amount of goodwill are as follows: | |||||
In thousands | |||||
Balance, December 28, 2013 | $ | 504,333 | |||
Purchase accounting adjustments | 128 | ||||
Acquisitions | 162,362 | ||||
Currency translation | (1,876 | ) | |||
Balance, April 5, 2014 | $ | 664,947 | |||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||
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 April 5, 2014 and March 30, 2013: | |||||||||||||||||
April 5, 2014 | December 28, 2013 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 1,027,448 | $ | 246,109 | $ | 677,062 | $ | 226,614 | |||||||||
Noncompete agreements | 12,285 | 7,217 | 12,007 | 6,400 | |||||||||||||
Favorable leases | 664 | 150 | 688 | 119 | |||||||||||||
Tradenames | 18,791 | 4,277 | 10,531 | 3,754 | |||||||||||||
Total finite-lived intangible assets | 1,059,188 | 257,753 | 700,288 | 236,887 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 1,309,081 | $ | 257,753 | $ | 950,181 | $ | 236,887 | |||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Long-Term Debt | ' | ||||||||
The following table presents the Company’s long-term debt at April 5, 2014 and at December 28, 2013: | |||||||||
In thousands | April 5, | December 28, | |||||||
2014 | 2013 | ||||||||
U.S. ABL Facility | $ | 595,964 | $ | 417,066 | |||||
Canadian ABL Facility | 42,136 | 36,424 | |||||||
U.S. FILO Facility | 74,111 | 51,863 | |||||||
Canadian FILO Facility | 8,501 | — | |||||||
Term Loan | 299,252 | — | |||||||
Senior Secured Notes | 248,330 | 248,219 | |||||||
Senior Subordinated Notes | 421,181 | 200,000 | |||||||
Capital lease obligations | 12,715 | 12,330 | |||||||
Other | 7,916 | 1,098 | |||||||
Total debt | 1,710,106 | 967,000 | |||||||
Less - Current maturities | (5,502 | ) | (564 | ) | |||||
Long-term debt | $ | 1,704,604 | $ | 966,436 | |||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 3 Months Ended | ||||||||||
Apr. 05, 2014 | |||||||||||
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets | ' | ||||||||||
The following tables present the fair values of the Company’s derivative instruments included within the condensed consolidated balance sheets as of April 5, 2014 and December 28, 2013: | |||||||||||
Liability Derivatives | |||||||||||
In thousands | Balance Sheet | April 5, | December 28, | ||||||||
Location | 2014 | 2013 | |||||||||
Derivatives not designated as hedges: | |||||||||||
3Q 2011 swaps - $100 million notional | Accrued expenses | $ | 705 | $ | 792 | ||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 328 | 280 | ||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,915 | 1,880 | ||||||||
Total | $ | 2,948 | $ | 2,952 | |||||||
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) | ' | ||||||||||
The pre-tax effect of the Company’s derivative instruments on the condensed consolidated statement of comprehensive income (loss) was as follows: | |||||||||||
(Gain) Loss Recognized | |||||||||||
In thousands | Location of | Quarter | Quarter | ||||||||
(Gain) Loss | Ended | Ended | |||||||||
Recognized | April 5, | March 30, | |||||||||
2014 | 2013 | ||||||||||
Derivatives not designated as hedges: | |||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | — | $ | (149 | ) | |||||
3Q 2011 swaps - $100 million notional | Interest Expense | (86 | ) | (156 | ) | ||||||
3Q 2012 swaps - $100 million notional | Interest Expense | 47 | (131 | ) | |||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 35 | — | ||||||||
Total | $ | (4 | ) | $ | (436 | ) | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||
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 April 5, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,359 | $ | 3,359 | $ | — | $ | — | |||||||||
Total | $ | 3,359 | $ | 3,359 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration | $ | 16,000 | $ | — | $ | — | $ | 16,000 | |||||||||
Derivative instruments | 2,948 | — | 2,948 | — | |||||||||||||
Total | $ | 18,948 | $ | — | $ | 2,948 | $ | 16,000 | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Apr. 05, 2014 | |||||||||
Changes in Options Outstanding Under Two Thousand Ten Plan | ' | ||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||
Number | Weighted | ||||||||
of Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding - December 28, 2013 | 49,516,503 | $ | 1.02 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding - April 5, 2014 | 49,516,503 | $ | 1.02 | ||||||
Exercisable - April 5, 2014 | 27,861,510 | $ | 1.01 | ||||||
Assumptions Used to Determine Weighted Average Fair Value of Stock Options | ' | ||||||||
No stock options were granted during the quarter ended April 5, 2014. The weighted average fair value of stock options granted during the quarter ended March 30, 2013 was $0.54 using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||
Quarter | |||||||||
Ended | |||||||||
March 30, | |||||||||
2013 | |||||||||
Risk-free interest rate | 1.38 | % | |||||||
Dividend yield | — | ||||||||
Expected life | 6.0 years | ||||||||
Volatility | 45.39 | % | |||||||
Activity under Two Thousand Ten Restricted Stock Units Plan | ' | ||||||||
The following table summarizes RSU activity under the 2010 RSU Plan for the three months ended April 5, 2014: | |||||||||
Number | Weighted | ||||||||
of Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding and unvested at December 28, 2013 | 87,719 | $ | 1.14 | ||||||
Granted | — | — | |||||||
Vested | (87,719 | ) | 1.14 | ||||||
Cancelled | — | — | |||||||
Outstanding and unvested at April 5, 2014 | — | $ | — | ||||||
Summary of Compensation Expense Recognized | ' | ||||||||
The following table summarizes the compensation expense recognized: | |||||||||
In thousands | Quarter | Quarter | |||||||
Ended | Ended | ||||||||
April 5, | March 30, | ||||||||
2014 | 2013 | ||||||||
Stock Options | $ | 567 | $ | 626 | |||||
Restricted Stock Units | — | 42 | |||||||
Total | $ | 567 | $ | 668 | |||||
Subsidiary_Guarantor_Financial1
Subsidiary Guarantor Financial Information (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Apr. 05, 2014 | |||||||||||||||||||||||||
Condensed Consolidating Balance Sheets | ' | ||||||||||||||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of April 5, 2014 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 13,278 | $ | 19,535 | $ | 5,011 | $ | — | $ | 37,824 | |||||||||||||
Accounts receivable, net | — | 306,115 | 94,055 | 39,959 | — | 440,129 | |||||||||||||||||||
Inventories | — | 726,359 | 195,598 | 122,807 | — | 1,044,764 | |||||||||||||||||||
Assets held for sale | — | 405 | 2,166 | 1,155 | — | 3,726 | |||||||||||||||||||
Income tax receivable | — | 593 | 441 | 2,444 | — | 3,478 | |||||||||||||||||||
Intercompany receivables | 95,051 | — | 68,766 | — | (163,817 | ) | — | ||||||||||||||||||
Other current assets | — | 26,920 | 13,751 | 4,859 | — | 45,530 | |||||||||||||||||||
Total current assets | 95,051 | 1,073,670 | 394,312 | 176,235 | (163,817 | ) | 1,575,451 | ||||||||||||||||||
Property and equipment, net | — | 145,779 | 35,018 | 9,990 | — | 190,787 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 654,797 | 540,396 | 102,149 | 341 | 1,716,275 | |||||||||||||||||||
Investment in subsidiaries | 190,625 | 858,343 | (123 | ) | — | (1,048,845 | ) | — | |||||||||||||||||
Other assets | — | 51,346 | 1,420 | 940 | (300 | ) | 53,406 | ||||||||||||||||||
Total assets | $ | 704,268 | $ | 2,783,935 | $ | 971,023 | $ | 289,314 | $ | (1,212,621 | ) | $ | 3,535,919 | ||||||||||||
Liabilities and Stockholder’s Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 506,432 | $ | 145,583 | $ | 42,044 | $ | — | $ | 694,059 | |||||||||||||
Accrued expenses | — | 57,205 | 11,761 | 9,878 | — | 78,844 | |||||||||||||||||||
Liabilities held for sale | — | — | 126 | 310 | — | 436 | |||||||||||||||||||
Current maturities of long-term debt | — | 3,567 | 1,935 | — | — | 5,502 | |||||||||||||||||||
Intercompany payables | — | 122,536 | — | 41,240 | (163,776 | ) | — | ||||||||||||||||||
Total current liabilities | — | 689,740 | 159,405 | 93,472 | (163,776 | ) | 778,841 | ||||||||||||||||||
Long-term debt | — | 1,648,516 | 5,451 | 50,637 | — | 1,704,604 | |||||||||||||||||||
Deferred income taxes | — | 241,789 | 65,032 | 21,535 | — | 328,356 | |||||||||||||||||||
Other liabilities | — | 13,265 | 1,995 | 4,590 | — | 19,850 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 754,696 | 160,253 | (1,195,571 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 809,539 | 15,274 | — | — | (15,274 | ) | 809,539 | ||||||||||||||||||
Accumulated earnings (deficit) | (90,942 | ) | (90,942 | ) | (15,557 | ) | (26,458 | ) | 132,957 | (90,942 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (14,329 | ) | (14,329 | ) | 1 | (14,715 | ) | 29,043 | (14,329 | ) | |||||||||||||||
Total stockholder’s equity | 704,268 | 190,625 | 739,140 | 119,080 | (1,048,845 | ) | 704,268 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 704,268 | $ | 2,783,935 | $ | 971,023 | $ | 289,314 | $ | (1,212,621 | ) | $ | 3,535,919 | ||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of December 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 22,352 | $ | — | $ | 13,408 | $ | — | $ | 35,760 | |||||||||||||
Accounts receivable, net | — | 265,551 | — | 39,696 | — | 305,247 | |||||||||||||||||||
Inventories | — | 714,235 | — | 58,498 | — | 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 | 1,027,912 | 65,065 | 129,719 | (117,326 | ) | 1,150,422 | ||||||||||||||||||
Property and equipment, net | — | 140,712 | 343 | 6,801 | — | 147,856 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 667,996 | 1,450 | 129,589 | — | 1,217,627 | |||||||||||||||||||
Investment in subsidiaries | 229,330 | 196,624 | — | — | (425,954 | ) | — | ||||||||||||||||||
Other assets | — | 42,468 | 308 | 645 | — | 43,421 | |||||||||||||||||||
Total assets | $ | 692,974 | $ | 2,075,712 | $ | 67,166 | $ | 266,754 | $ | (543,280 | ) | $ | 2,559,326 | ||||||||||||
Liabilities and Stockholder’s Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 527,080 | $ | 2,255 | $ | 34,356 | $ | — | $ | 563,691 | |||||||||||||
Accrued expenses | — | 43,375 | 48 | 4,300 | — | 47,723 | |||||||||||||||||||
Current maturities of long-term debt | — | 558 | 6 | — | — | 564 | |||||||||||||||||||
Intercompany payables | — | 85,172 | 1,110 | 31,044 | (117,326 | ) | — | ||||||||||||||||||
Total current liabilities | — | 656,185 | 3,419 | 69,700 | (117,326 | ) | 611,978 | ||||||||||||||||||
Long-term debt | — | 930,012 | 3 | 36,421 | — | 966,436 | |||||||||||||||||||
Deferred income taxes | — | 246,897 | 587 | 23,092 | — | 270,576 | |||||||||||||||||||
Other liabilities | — | 13,288 | 18 | 4,056 | — | 17,362 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 160,253 | (505,810 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,972 | 14,706 | — | — | (14,706 | ) | 758,972 | ||||||||||||||||||
Accumulated earnings (deficit) | (56,898 | ) | (56,898 | ) | (1,796 | ) | (17,294 | ) | 75,988 | (56,898 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (9,100 | ) | (9,100 | ) | — | (9,474 | ) | 18,574 | (9,100 | ) | |||||||||||||||
Total stockholder’s equity | 692,974 | 229,330 | 63,139 | 133,485 | (425,954 | ) | 692,974 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 692,974 | $ | 2,075,712 | $ | 67,166 | $ | 266,754 | $ | (543,280 | ) | $ | 2,559,326 | ||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||
Condensed consolidating statements of comprehensive income (loss) for the quarters ended April 5, 2014 and March 30, 2013 are as follows: | |||||||||||||||||||||||||
For the Quarter Ended April 5, 2014 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 929,620 | $ | 71,791 | $ | 75,052 | $ | (994 | ) | $ | 1,075,469 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 777,893 | 78,983 | 61,436 | (998 | ) | 917,314 | ||||||||||||||||||
Selling, general and administrative expenses | — | 140,615 | 13,198 | 24,105 | — | 177,918 | |||||||||||||||||||
Transaction expenses | — | 3,598 | — | 1,088 | — | 4,686 | |||||||||||||||||||
Operating income (loss) | — | 7,514 | (20,390 | ) | (11,577 | ) | 4 | (24,449 | ) | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (23,574 | ) | (225 | ) | (600 | ) | — | (24,399 | ) | |||||||||||||||
Other, net | — | (1,014 | ) | (98 | ) | (690 | ) | — | (1,802 | ) | |||||||||||||||
Equity earnings of subsidiaries | (34,044 | ) | (22,802 | ) | (123 | ) | — | 56,969 | — | ||||||||||||||||
Income (loss) from operations before income taxes | (34,044 | ) | (39,876 | ) | (20,836 | ) | (12,867 | ) | 56,973 | (50,650 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,830 | ) | (7,075 | ) | (3,703 | ) | 2 | (16,606 | ) | |||||||||||||||
Net income (loss) | $ | (34,044 | ) | $ | (34,046 | ) | $ | (13,761 | ) | $ | (9,164 | ) | $ | 56,971 | $ | (34,044 | ) | ||||||||
Comprehensive income (loss) | $ | (39,273 | ) | $ | (39,275 | ) | $ | (13,760 | ) | $ | (14,405 | ) | $ | 67,440 | $ | (39,273 | ) | ||||||||
For the Quarter Ended March 30, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 813,009 | $ | — | $ | 26,969 | $ | — | $ | 839,978 | |||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 683,226 | — | 24,930 | — | 708,156 | |||||||||||||||||||
Selling, general and administrative expenses | — | 128,274 | 236 | 7,994 | — | 136,504 | |||||||||||||||||||
Transaction expenses | — | 988 | — | 35 | — | 1,023 | |||||||||||||||||||
Operating income (loss) | — | 521 | (236 | ) | (5,990 | ) | — | (5,705 | ) | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (17,003 | ) | — | (237 | ) | — | (17,240 | ) | ||||||||||||||||
Other, net | — | (710 | ) | — | (263 | ) | — | (973 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (16,291 | ) | (4,834 | ) | — | — | 21,125 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (16,291 | ) | (22,026 | ) | (236 | ) | (6,490 | ) | 21,125 | (23,918 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,735 | ) | (78 | ) | (1,814 | ) | — | (7,627 | ) | |||||||||||||||
Net income (loss) | $ | (16,291 | ) | $ | (16,291 | ) | $ | (158 | ) | $ | (4,676 | ) | $ | 21,125 | $ | (16,291 | ) | ||||||||
Comprehensive income (loss) | $ | (18,035 | ) | $ | (18,035 | ) | $ | (158 | ) | $ | (6,487 | ) | $ | 24,680 | $ | (18,035 | ) | ||||||||
Condensed Consolidating Statements of Cash Flows | ' | ||||||||||||||||||||||||
Condensed consolidating statements of cash flows for the quarters ended April 5, 2014 and March 30, 2013 are as follows: | |||||||||||||||||||||||||
In thousands | For the Quarter Ended April 5, 2014 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | (50,000 | ) | $ | (8,929 | ) | $ | 7,365 | $ | (21,061 | ) | $ | — | $ | (72,625 | ) | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (689,761 | ) | 13,455 | 963 | — | (675,343 | ) | |||||||||||||||||
Purchase of property and equipment | — | (11,825 | ) | (1,071 | ) | (1,506 | ) | — | (14,402 | ) | |||||||||||||||
Purchase of assets held for sale | — | (15 | ) | — | — | — | (15 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 34 | — | 68 | — | 102 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 415 | — | — | — | 415 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (701,152 | ) | 12,384 | (475 | ) | — | (689,243 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 1,485,157 | — | 24,167 | — | 1,509,324 | |||||||||||||||||||
Repayments of revolving credit facility | — | (1,284,010 | ) | — | (9,057 | ) | — | (1,293,067 | ) | ||||||||||||||||
Outstanding checks | — | (9,174 | ) | — | — | — | (9,174 | ) | |||||||||||||||||
Payments of other long-term debt | — | (178 | ) | (214 | ) | — | — | (392 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (11,101 | ) | — | (290 | ) | — | (11,391 | ) | ||||||||||||||||
Proceeds from issuance of long-term debt | — | 520,313 | — | — | — | 520,313 | |||||||||||||||||||
Equity contribution | 50,000 | — | — | — | — | 50,000 | |||||||||||||||||||
Net cash provided by (used in) financing activities | 50,000 | 701,007 | (214 | ) | 14,820 | — | 765,613 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (1,681 | ) | (1,681 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (9,074 | ) | 19,535 | (8,397 | ) | — | 2,064 | |||||||||||||||||
Cash and cash equivalents - beginning of period | — | 22,352 | — | 13,408 | — | 35,760 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 13,278 | $ | 19,535 | $ | 5,011 | $ | — | $ | 37,824 | |||||||||||||
In thousands | For the Quarter Ended March 30, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | 18,144 | $ | 2 | $ | (16,014 | ) | $ | — | $ | 2,132 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | — | — | (4,225 | ) | — | (4,225 | ) | |||||||||||||||||
Purchase of property and equipment | — | (11,204 | ) | — | (669 | ) | — | (11,873 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (612 | ) | — | — | — | (612 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 8 | — | 5 | — | 13 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (11,808 | ) | — | (4,889 | ) | — | (16,697 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 660,348 | — | 59,645 | — | 719,993 | |||||||||||||||||||
Repayments of revolving credit facility | — | (658,128 | ) | — | (48,821 | ) | — | (706,949 | ) | ||||||||||||||||
Outstanding checks | — | (8,677 | ) | — | — | — | (8,677 | ) | |||||||||||||||||
Payments of other long-term debt | — | (86 | ) | (2 | ) | — | — | (88 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (69 | ) | — | — | — | (69 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | — | (6,612 | ) | (2 | ) | 10,824 | — | 4,210 | |||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (513 | ) | (513 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (276 | ) | — | (10,592 | ) | — | (10,868 | ) | ||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 12,070 | $ | — | $ | 3,013 | $ | — | $ | 15,083 | |||||||||||||
Nature_of_Business_Additional_
Nature of Business - Additional Information (Detail) (American Tire Distributors Holdings, Inc.) | 3 Months Ended |
Apr. 05, 2014 | |
Segment | |
American Tire Distributors Holdings, Inc. | ' |
Nature Of Business [Line Items] | ' |
Percentage of ownership interest | 100.00% |
Number of operating and reportable segment | 1 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||
Apr. 05, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Dec. 13, 2013 | Apr. 05, 2014 | Dec. 13, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Apr. 30, 2013 | Mar. 22, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Mar. 22, 2013 | Apr. 05, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 17, 2014 | Jan. 17, 2014 | Apr. 05, 2014 | |
Wholesale Tire Distributors Inc. | Wholesale Tire Distributors Inc. | Wholesale 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. | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Hercules | Hercules | Hercules | Hercules | Hercules | Hercules | Hercules | Hercules | Hercules | Wholesale Distribution Business | TriCan Tire Distributors | Hercules and Terry's Tire | ||||
Customer | Customer list | Customer | Customer list | Purchase Price At Acquisition | Customer list | Customer list | Store | Purchase Price At Acquisition | Held in escrow | Customer list | United States | Canada | Northern China | North America | North America | Purchase Price At Acquisition | Customer list | Kipling Tire Co, Ltd | |||||||||||||
Store | Store | Store | Store | Warehouse | Passenger and Light Truck | Highway Truck Tires | Customer | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of distribution centers | ' | ' | ' | 2 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | 15 | 6 | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $363,400,000 | ' | ' | ' | $310,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 6,300,000 | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | 41,400,000 | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, non-cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 65,898,000 | 62,500,000 | 65,900,000 | 64,900,000 | ' | ' | ' | 378,051,000 | 378,100,000 | ' | ' | 319,302,000 | ' | ' | ' | ' | ' | ' | 319,300,000 | ' | ' | ' | ' |
Business acquisition, borrowings under U.S. ABL Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 664,947,000 | ' | 504,333,000 | 1,200,000 | 1,200,000 | ' | 2,400,000 | ' | 20,375,000 | ' | ' | ' | ' | ' | ' | 90,280,000 | ' | ' | ' | 72,082,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 42,990,000 | ' | ' | ' | 40,720,000 | ' | ' | 201,000,000 | ' | ' | 201,000,000 | 155,704,000 | ' | ' | ' | ' | ' | ' | ' | 147,216,000 | ' | ' | ' |
Finite-lived intangible assets useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '16 years | ' | ' | ' | ' | ' | '18 years | ' | ' | ' | ' | ' | ' | ' | ' | '18 years | ' | ' | ' |
Fair value of assets held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of assets held for sale, current assets | 3,726,000 | ' | 910,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of assets held for sale, net property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the liabilities held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | 84,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership in subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Number of warehouse acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Market share percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 3.00% | ' | ' | ' | ' | ' |
Additional contingent consideration | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contribution value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income(loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense of inventory step-up | 19,200,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense on acquired intangible assets | 21,300,000 | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | ' | ' | ' | 2,300 | ' | ' | 1,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' | ' |
Finite lived intangible assets | ' | ' | ' | ' | ' | 4,400,000 | ' | 3,400,000 | ' | ' | ' | ' | ' | 40,700,000 | ' | ' | ' | ' | 201,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 147,200,000 | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Increase In Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in goodwill, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition adjustment to historical amortization expense as a result of acquired intangible assets | 7,400,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition adjustment to historical interest expense as a result of the issuance of the additional Senior Subordinated Notes and the new senior secured term loan facility | 3,900,000 | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition reduction of transaction expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32,200,000 |
Allocation_of_Purchase_Price_D
Allocation of Purchase Price (Detail) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 28, 2014 | Jan. 31, 2014 | Apr. 30, 2013 | Mar. 22, 2013 | Sep. 28, 2013 |
In Thousands, unless otherwise specified | Terrys Tire Town Holdings Inc | Hercules | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $7,238 | $12,187 | $904 | ' | ' |
Accounts receivable | ' | ' | 42,515 | 61,610 | 10,093 | ' | ' |
Inventory | ' | ' | 101,328 | 156,652 | 21,685 | ' | ' |
Assets held for sale | ' | ' | 3,321 | ' | ' | ' | ' |
Other current assets | ' | ' | 2,203 | 5,064 | 998 | ' | ' |
Deferred income taxes | ' | ' | 4,947 | 69,872 | 11,692 | ' | ' |
Property and equipment | ' | ' | 7,072 | 29,970 | 1,050 | ' | ' |
Intangible assets | ' | ' | 201,000 | 155,704 | 42,990 | ' | ' |
Other assets | ' | ' | 541 | ' | 52 | ' | ' |
Total assets acquired | ' | ' | 370,165 | 421,187 | 77,772 | ' | ' |
Debt | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | 78,488 | 95,616 | 7,817 | ' | ' |
Accrued and other liabilities | ' | ' | 3,470 | 6,154 | 12,740 | ' | ' |
Liabilities held for sale | ' | ' | 436 | ' | ' | ' | ' |
Other liabilities | ' | ' | ' | 2,325 | ' | ' | ' |
Total liabilities assumed | ' | ' | 82,394 | 173,967 | 32,249 | ' | ' |
Net assets acquired | ' | ' | 287,771 | 247,220 | 45,523 | ' | ' |
Goodwill | 664,947 | 504,333 | 90,280 | 72,082 | 20,375 | ' | ' |
Purchase price | ' | ' | $378,051 | $319,302 | $65,898 | $62,500 | $65,900 |
Intangible_Assets_Based_on_Est
Intangible Assets Based on Estimated Fair Value (Detail) (USD $) | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Hercules | Hercules | Hercules |
Customer list | Tradenames | Favorable leases | Customer list | Tradenames | |||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Life | ' | '16 years | '5 years | '4 years | ' | '18 years | '15 years |
Customer list | $42,990 | $40,720 | $1,900 | $370 | $155,704 | $147,216 | $8,488 |
Unaudited_Pro_Forma_Supplement
Unaudited Pro Forma Supplementary Data Related to Hercules, Terry's Tire and RTD Acquisition (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Business Acquisition, Pro Forma Information [Line Items] | ' | ' |
Net sales | $1,223,921 | $1,127,059 |
Net income (loss) | ($43,631) | ($40,261) |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 3 Months Ended | 2 Months Ended | 3 Months Ended | ||||||
In Millions, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 |
TriCan Tire Distributors | Regional Tire Holdings Inc. | Tire Distributors, Inc. | Wholesale Tire Distributors Inc. | Hercules | Hercules | Terrys Tire Town Holdings Inc | |||
Inventory [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory, estimated fair value adjustment | ' | ' | $6.30 | $2.70 | $0.20 | $0.50 | ' | $19 | $12.50 |
Inventory step-up amortization period | '2 months | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory step-up amortization expense | $19.20 | $2.20 | ' | ' | ' | ' | $19 | ' | ' |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Assets held-for-sale, Current assets | $3,726,000 | $910,000 |
Terrys Tire Town Holdings Inc | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Assets Held-for-sale, at Carrying Value | 3,300,000 | ' |
Assets held-for-sale, Current assets | 2,500,000 | ' |
Assets held-for-sale, Net property and equipment | 800,000 | ' |
Facility located in Georgia | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Assets Held-for-sale, at Carrying Value | $400,000 | ' |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Apr. 05, 2014 |
Goodwill [Line Items] | ' |
Beginning balance | $504,333 |
Purchase accounting adjustments | 128 |
Acquisitions | 162,362 |
Currency Translation | -1,876 |
Ending balance | $664,947 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | |||||
Apr. 05, 2014 | Dec. 28, 2013 | Mar. 28, 2014 | Apr. 05, 2014 | Dec. 13, 2013 | Jan. 31, 2014 | 28-May-10 | |
Terrys Tire Town Holdings Inc | Wholesale Tire Distributors Inc. | Wholesale Tire Distributors Inc. | Hercules | TPG Merger | |||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $664,947,000 | $504,333,000 | $90,280,000 | $1,200,000 | $1,200,000 | $72,082,000 | $418,600,000 |
Net goodwill, deductible for income tax purposes | 115,900,000 | ' | ' | ' | ' | ' | ' |
Working capital adjustment change in goodwill, value | $128,000 | ' | ' | $100,000 | ' | ' | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||
Apr. 05, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | 28-May-10 | Mar. 28, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 13, 2013 | Aug. 30, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Apr. 05, 2014 | Apr. 05, 2014 | |
TPG Merger | Terrys Tire Town Holdings Inc | Hercules | Hercules | Hercules | Wholesale Tire Distributors Inc. | Tire Distributors, Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Minimum | Maximum | ||||
Customer list | Customer list | Tradenames | Customer list | Customer list | Customer list | Tradenames | Favorable leases | ||||||||
Indefinite And Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets, useful life | ' | ' | ' | ' | '18 years | ' | '18 years | '15 years | '16 years | '16 years | '16 years | '5 years | '4 years | '1 year | '19 years |
Intangible assets | $1,051,328,000 | ' | $713,294,000 | $781,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | 201,000,000 | ' | 147,200,000 | 8,500,000 | 4,400,000 | 3,400,000 | 40,700,000 | 1,900,000 | 400,000 | ' | ' |
Intangible asset, amortization expense | 21,300,000 | 17,500,000 | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for remainder of year 2014 | 85,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2015 | 116,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2016 | 98,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2017 | 84,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2018 | $71,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross_Amount_and_Accumulated_A
Gross Amount and Accumulated Amortization of Intangible Assets (Detail) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | $1,059,188 | $700,288 |
Accumulated Amortization | 257,753 | 236,887 |
Tradenames (indefinite-lived) | 249,893 | 249,893 |
Total intangible assets, Gross Amount | 1,309,081 | 950,181 |
Customer list | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 1,027,448 | 677,062 |
Accumulated Amortization | 246,109 | 226,614 |
Noncompete agreement | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 12,285 | 12,007 |
Accumulated Amortization | 7,217 | 6,400 |
Favorable leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 664 | 688 |
Accumulated Amortization | 150 | 119 |
Tradenames | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 18,791 | 10,531 |
Accumulated Amortization | $4,277 | $3,754 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Term Loan | $299,252 | ' |
Senior Secured Notes | 248,330 | 248,219 |
Senior Subordinated Notes | 421,181 | 200,000 |
Capital lease obligations | 12,715 | 12,330 |
Other | 7,916 | 1,098 |
Total debt | 1,710,106 | 967,000 |
Less - Current maturities | -5,502 | -564 |
Long-term debt | 1,704,604 | 966,436 |
United States | ' | ' |
Debt Instrument [Line Items] | ' | ' |
ABL Facility | 595,964 | 417,066 |
United States | FILO Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
ABL Facility | 74,111 | 51,863 |
Canada | ' | ' |
Debt Instrument [Line Items] | ' | ' |
ABL Facility | 42,136 | 36,424 |
Canada | FILO Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
ABL Facility | $8,501 | ' |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Apr. 05, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Apr. 05, 2014 | Dec. 28, 2013 | Apr. 05, 2014 | Dec. 28, 2013 | Apr. 05, 2014 | Dec. 28, 2013 | Apr. 05, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | 28-May-10 | Apr. 05, 2014 | Dec. 28, 2013 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | Apr. 05, 2014 | Dec. 28, 2013 | 28-May-10 | 28-May-10 | 28-May-10 | Jan. 31, 2014 | Apr. 05, 2014 | Mar. 28, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | |
United States | United States | United States | United States | Canada | Canada | Canada | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Senior Secured Term Loan | Term Loan | ||||
FILO Facility | FILO Facility | FILO Facility | FILO Facility | FILO Facility | Scenario 3 | Scenario 1 | Scenario 1 | Scenario 2 | Scenario 2 | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | United States | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Canada | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | Between June 1, 2015 and May 31, 2016 | Between June 1, 2016 and May 31, 2017 | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | Between June 1, 2015 and May 31, 2016 | Hercules | Hercules | 50% of its annual excess cash flow | Percentage will be reduced to 25% as applicable, subject to ATDI attaining certain senior secured net leverage ratios | Percentage will be reduced to 0% as applicable, subject to ATDI attaining certain senior secured net leverage ratios | Federal Funds Effective Rate | Bankers' Acceptance Rate | Eurodollar Libor Rate | One Month Eurodollar Rate | |||||||||||||||||||
Maximum | Minimum | Maximum | FILO Facility | FILO Facility | Commercial and Standby Letters of Credit | Tire Inventory | Non-tire Inventory | Adjusted LIBOR | Adjusted LIBOR | Federal Funds Effective Rate | Federal Funds Effective Rate | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR Plus 1.0% | One Month-Adjusted LIBOR Plus 1.0% | FILO Facility | FILO Facility | Commercial and Standby Letters of Credit | Scenario 3 | Tire Inventory | Non-tire Inventory | Federal Funds Effective Rate | Federal Funds Effective Rate | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR Plus 1.0% | One Month-Adjusted LIBOR Plus 1.0% | Bankers' Acceptance Rate | Bankers' Acceptance Rate | Bankers' Acceptance Rate | Bankers' Acceptance Rate | ||||||||||||||||||||||||||||||||||||||||||||||
FILO Facility | FILO Facility | FILO Facility | FILO Facility | Maximum | FILO Facility | FILO Facility | Canadian Dollar bankers | Canadian Dollar bankers | FILO Facility | FILO Facility | Canadian Dollar bankers | Canadian Dollar bankers | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FILO Facility | FILO Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $264,400,000 | $265,000,000 | ' | ' | ' | ' | ' | $449,400,000 | $212,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $299,300,000 |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000,000 | ' | 80,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | 15,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility additional increase in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16-Nov-17 | ' | 31-Jan-17 | ' | ' | 1-Mar-17 | ' | 1-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'If, on March 1, 2017, either (i) more than $50.0 million in aggregate principal amount of ATDI's Senior Secured Notes remains outstanding or (ii) any principal amount of ATDI's Senior Secured Notes remains outstanding with a scheduled maturity date which is earlier than 91 days after November 16, 2017 and excess availability under the ABL Facility is less than 12.5% of the aggregate revolving commitments, then the maturity date will be March 1, 2017. | ' | '36 months from January 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes | 248,330,000 | ' | 248,219,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes, maximum scheduled maturity period after November 16, 2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '91 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of aggregate revolving commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | 9,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding amount | ' | ' | ' | 595,964,000 | 417,066,000 | 74,111,000 | 51,863,000 | 42,136,000 | 36,424,000 | 8,501,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 596,000,000 | ' | 74,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,100,000 | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility remaining additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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 April 5, 2014 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 April 5, 2014. 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 U.S. 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 April 5, 2014 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 April 5, 2014. The applicable margins under the U.S. FILO 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 April 5, 2014, (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 April 5, 2014, (c) a rate of interest per annum equal to the average rate applicable to Canadian Dollar bankersb acceptances having an identical or comparable term as the proposed loan amount displayed and identified as such on the display referred to as the bCDOR Pageb of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 2.0% as of April 5, 2014 or (d) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of April 5, 2014. 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 Canadian FILO 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 2.5% as of April 5, 2014, (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 2.5% as of April 5, 2014, (c) a rate of interest per annum equal to the average rate applicable to Canadian Dollar bankersb acceptances having an identical or comparable term as the proposed loan amount displayed and identified as such on the display referred to as the bCDOR Pageb of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day, plus an applicable margin of 3.5% as of April 5, 2014 or (d) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of April 5, 2014. The applicable margins under the Canadian FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 3.50% | 0.50% | 0.50% | 1.00% | 1.00% | 1.00% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | 1.00% | 1.00% | 2.00% | 3.50% | 1.00% | 2.50% | 1.00% | 2.50% | 2.00% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 3.75% | 4.75% | 1.00% | ' |
Revolving credit facility, borrowing base description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The U.S. FILO and the Canadian 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. or Canadian loan parties, as applicable; plus 10% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ' | ' | ' | ' | ' | 'The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: b" 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus b" The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus b" The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: b" 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus b" The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus b" The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lesser of cost or fair market value of eligible inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net orderly liquidation value of eligible inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, covenant description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The ABL Facility and FILO Facility contain customary covenants, including covenants that restricts the 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 April 5, 2014, 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage available additional borrowing under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional covenant required amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount senior note | 299,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | 200,000,000 | 425,000,000 | ' | ' | ' | ' | 225,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured term loan discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of senior secured term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221,100,000 | ' | 290,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, floor rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured term loan covenant requirement percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 25.00% | 0.00% | ' | ' | ' | ' | ' |
Payments of deferred financing costs | $11,391,000 | $69,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.75% | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' | 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 Initial 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | Sep. 04, 2013 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Aug. 01, 2012 | Feb. 24, 2011 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Sep. 23, 2011 | Sep. 04, 2013 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Aug. 01, 2012 | Aug. 01, 2012 | Sep. 23, 2011 | Sep. 23, 2011 | Feb. 24, 2011 | Feb. 24, 2011 | Apr. 05, 2014 | Mar. 30, 2013 | 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 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 | 1Q 2011 Swap | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 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 | 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 | $75 | $100 | $100 | $100 | $100 | $100 | $200 | $200 | $200 | $50 | $50 | $50 | $50 | $25 | $50 | $50 | $50 | $50 | $50 |
Interest rate swap, applicable fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.15% | ' | ' | ' | 0.66% | 0.66% | 0.74% | 1.00% | 0.59% | 1.11% | ' | ' | 1.46% | 1.94% |
Number of interest rate swap agreements | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2016-09 | ' | ' | ' | '2016-06 | '2016-06 | '2014-09 | '2015-09 | '2012-02 | '2013-02 | ' | ' | '2016-09 | '2016-09 |
Interest rate swap, effective date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2014-09 | '2015-09 |
Fair_Values_of_Derivative_Inst
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets (Detail) (Derivatives not designated as hedges, Accrued expenses, USD $) | Apr. 05, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $2,948 | $2,952 |
Interest Rate Swap | 3Q 2011 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | 705 | 792 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | 328 | 280 |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $1,915 | $1,880 |
Fair_Values_of_Derivative_Inst1
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets (Parenthetical) (Detail) (Interest Rate Swap, USD $) | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Sep. 23, 2011 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Aug. 01, 2012 | Apr. 05, 2014 | Dec. 28, 2013 | Sep. 04, 2013 | Mar. 30, 2013 |
In Millions, unless otherwise specified | 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 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $200 | $200 | $100 | $200 |
PreTax_Effect_of_Derivative_In
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) (Detail) (Interest Expense, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
(Gain) loss recognized in interest expense | ($4) | ($436) |
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 |
Interest Rate Swap | 3Q 2011 Swaps | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
(Gain) loss recognized in interest expense | -86 | -156 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
(Gain) loss recognized in interest expense | 47 | -131 |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
(Gain) loss recognized in interest expense | $35 | ' |
PreTax_Effect_of_Derivative_In1
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | Apr. 05, 2014 | Mar. 30, 2013 | Feb. 24, 2011 | Feb. 24, 2011 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Sep. 23, 2011 | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Aug. 01, 2012 | Apr. 05, 2014 | Dec. 28, 2013 | Sep. 04, 2013 | Mar. 30, 2013 |
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 | 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 | 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 | $75 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $200 | $200 | $100 | $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 $) | Apr. 05, 2014 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | $3,359 |
Total | 3,359 |
Contingent consideration liabilities | 16,000 |
Derivative instruments liabilities | 2,948 |
Total | 18,948 |
Level 1 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | 3,359 |
Total | 3,359 |
Level 2 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments liabilities | 2,948 |
Total | 2,948 |
Level 3 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Contingent consideration liabilities | 16,000 |
Total | $16,000 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | Apr. 05, 2014 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration, probable outcome, minimum | $8 | ' |
Contingent consideration, probable outcome, maximum | 16 | ' |
Terrys Tire Town Holdings Inc | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | 12.5 | ' |
Hercules | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | 3.5 | ' |
Contingent consideration, probable outcome, maximum | ' | 6.5 |
Terrys Tire Town Holdings Incorporated and Hercules Tire and Rubber Company | Retention of Certain Key Members of Management | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | 12.3 | ' |
Terrys Tire Town Holdings Incorporated and Hercules Tire and Rubber Company | Distribution Rights | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | $3.70 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 | Aug. 31, 2010 | Apr. 05, 2014 | Oct. 31, 2010 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 | Apr. 05, 2014 |
Stock Options | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Maximum | Maximum | Minimum | ||||
Stock Options | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized for grant | ' | ' | 52,100,000 | ' | 800,000 | ' | ' | ' | ' |
Number of shares available for grant | 2,500,000 | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Options, expiration period | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Vesting period | ' | ' | ' | ' | ' | '2 years | ' | '5 years | '3 years |
Weighted-average remaining contractual term for options outstanding | '6 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual term for options exercisable | '6 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | $7 | ' | ' | ' | ' | ' |
Unrecognized compensation expense, weighted-average period for recognition | ' | ' | ' | '1 year 1 month 6 days | ' | ' | ' | ' | ' |
Stock options granted | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of stock options granted | ' | $0.54 | ' | ' | ' | ' | ' | ' | ' |
Number of common stock for each restricted stock unit | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Changes_in_Options_Outstanding
Changes in Options Outstanding under Two Thousand Ten Plan (Detail) (USD $) | 3 Months Ended |
Apr. 05, 2014 | |
Options Outstanding | ' |
Options Outstanding, Granted | 0 |
2010 Plan | ' |
Options Outstanding | ' |
Options Outstanding, Beginning balance | 49,516,503 |
Options Outstanding, Granted | ' |
Options Outstanding, Exercised | ' |
Options Outstanding, Cancelled | ' |
Options Outstanding, Ending balance | 49,516,503 |
Options exercisable at period end | 27,861,510 |
Options Outstanding, Weighted Average Exercise Price | ' |
Options Outstanding, Weighted Average Exercise Price, Beginning balance | 1.02 |
Options Outstanding, Weighted Average Exercise Price, Granted | ' |
Options Outstanding, Weighted Average Exercise Price, Exercised | ' |
Options Outstanding, Weighted Average Exercise Price, Cancelled | ' |
Options Outstanding, Weighted Average Exercise Price, Ending balance | 1.02 |
Options exercisable at period end | 1.01 |
Assumptions_Used_to_Determine_
Assumptions Used to Determine Average Fair Value of Stock Options of Two Thousand Ten Plan (Detail) (2010 Plan) | 3 Months Ended |
Mar. 30, 2013 | |
2010 Plan | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate | 1.38% |
Dividend yield | ' |
Expected life | '6 years |
Volatility | 45.39% |
Activity_under_Two_Thousand_Te
Activity under Two Thousand Ten Restricted Stock Units Plan (Detail) (Restricted Stock Units (RSUs), USD $) | 3 Months Ended |
Apr. 05, 2014 | |
Restricted Stock Units (RSUs) | ' |
Number of Shares | ' |
Outstanding and unvested, beginning balance | 87,719 |
Granted | ' |
Vested | -87,719 |
Cancelled | ' |
Weighted Average Exercise price | ' |
Outstanding and unvested, beginning balance | $1.14 |
Granted | ' |
Vested | $1.14 |
Cancelled | ' |
Summary_of_Compensation_Expens
Summary of Compensation Expense Recognized (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | $567 | $668 |
Stock Options | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | 567 | 626 |
Restricted Stock Units (RSUs) | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | ' | $42 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Apr. 05, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | |
Income Tax [Line Items] | ' | ' | ' |
Income tax provision (benefit) | ($16,606,000) | ($7,627,000) | ' |
Effective tax rate | 32.80% | 31.90% | ' |
Reduction in effective tax rate due to benefit from lower foreign rate, percentage | 1.50% | ' | ' |
Net deferred tax liabilities | 311,100,000 | ' | ' |
Deferred tax asset, current | 17,297,000 | ' | 15,719,000 |
Net deferred tax liabilities, non-current | 328,356,000 | ' | 270,576,000 |
Unrecognized tax benefits | 1,100,000 | ' | ' |
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 100,000 | ' | ' |
Unrecognized tax benefits related to timing differences | 1,000,000 | ' | ' |
Accrued expenses | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Unrecognized tax benefits | 400,000 | ' | ' |
Other Liabilities | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Unrecognized tax benefits | 700,000 | ' | ' |
TPG Merger | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Effective tax rate | 39.60% | ' | ' |
Federal | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Income tax provision (benefit) | -14,300,000 | -6,400,000 | ' |
Foreign Tax Authority | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Income tax provision (benefit) | ($2,300,000) | ($1,200,000) | ' |
Internal Revenue Service (IRS) | Minimum | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | '2010 | ' | ' |
Internal Revenue Service (IRS) | Maximum | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | '2012 | ' | ' |
Other Major Jurisdiction | Minimum | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | '2009 | ' | ' |
Other Major Jurisdiction | Maximum | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | '2012 | ' | ' |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | Apr. 05, 2014 | Dec. 28, 2013 | Jan. 31, 2014 |
In Thousands, except Share data in Millions, unless otherwise specified | TPG and certain co-investors | ||
Stockholders Equity [Line Items] | ' | ' | ' |
Additional paid-in capital | $809,539 | $758,972 | $50,000 |
Adjustment to additional paid-in capital | ' | ' | 33.3 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 05, 2014 |
Commitments and Contingencies Disclosure [Line Items] | ' |
Total obligation as guarantor on lease | $1.80 |
Subleased rentals | $1.60 |
Guarantee obligation period | '5 years |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | Aug. 31, 2010 | Apr. 05, 2014 | Oct. 31, 2010 | Apr. 28, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | Apr. 28, 2014 |
In Millions, except Per Share data, unless otherwise specified | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Before Amendment | Stock Option | Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized for grant | 52.1 | ' | 0.8 | 54.4 | 52.1 | ' | ' |
Number of shares of common stock approved for purchase | ' | ' | ' | ' | ' | 4.5 | 0.1 |
Stock options, exercise price of shares | ' | ' | ' | ' | ' | $1.50 | ' |
Vesting period | ' | '2 years | ' | ' | ' | '2 years | '2 years |
Restricted stock units, grant date fair value | ' | ' | ' | ' | ' | ' | $1.50 |
Subsidiary_Guarantor_Financial2
Subsidiary Guarantor Financial Information - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Apr. 05, 2014 | 28-May-10 | Apr. 05, 2014 | 28-May-10 |
Senior Notes | Senior Subordinated Notes | Senior Subordinated Notes | ||
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Aggregate principal amount of senior notes issued | $299,252 | $250,000 | $425,000 | $200,000 |
Ownership relationship between guarantors | 'ATDI is a direct 100% owned subsidiary of Holdings and Am-Pac, Tire Wholesales, Terry's Tire and Hercules 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 $) | Apr. 05, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $37,824 | $35,760 | $15,083 | $25,951 |
Accounts receivable, net | 440,129 | 305,247 | ' | ' |
Inventories | 1,044,764 | 772,733 | ' | ' |
Assets held for sale | 3,726 | 910 | ' | ' |
Income tax receivable | 3,478 | 369 | ' | ' |
Other current assets | 45,530 | 35,403 | ' | ' |
Total current assets | 1,575,451 | 1,150,422 | ' | ' |
Property and equipment, net | 190,787 | 147,856 | ' | ' |
Goodwill and other intangible assets, net | 1,716,275 | 1,217,627 | ' | ' |
Other assets | 53,406 | 43,421 | ' | ' |
Total assets | 3,535,919 | 2,559,326 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 694,059 | 563,691 | ' | ' |
Accrued expenses | 78,844 | 47,723 | ' | ' |
Liabilities held for sale | 436 | ' | ' | ' |
Current maturities of long-term debt | 5,502 | 564 | ' | ' |
Total current liabilities | 778,841 | 611,978 | ' | ' |
Long-term debt | 1,704,604 | 966,436 | ' | ' |
Deferred income taxes | 328,356 | 270,576 | ' | ' |
Other liabilities | 19,850 | 17,362 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 809,539 | 758,972 | ' | ' |
Accumulated earnings (deficit) | -90,942 | -56,898 | ' | ' |
Accumulated other comprehensive income (loss) | -14,329 | -9,100 | ' | ' |
Total stockholder's equity | 704,268 | 692,974 | ' | ' |
Total liabilities and stockholder's equity | 3,535,919 | 2,559,326 | ' | ' |
Parent Company | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Intercompany receivables | 95,051 | 45,052 | ' | ' |
Total current assets | 95,051 | 45,052 | ' | ' |
Goodwill and other intangible assets, net | 418,592 | 418,592 | ' | ' |
Investment in subsidiaries | 190,625 | 229,330 | ' | ' |
Total assets | 704,268 | 692,974 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 809,539 | 758,972 | ' | ' |
Accumulated earnings (deficit) | -90,942 | -56,898 | ' | ' |
Accumulated other comprehensive income (loss) | -14,329 | -9,100 | ' | ' |
Total stockholder's equity | 704,268 | 692,974 | ' | ' |
Total liabilities and stockholder's equity | 704,268 | 692,974 | ' | ' |
Subsidiary Issuer | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 13,278 | 22,352 | 12,070 | 12,346 |
Accounts receivable, net | 306,115 | 265,551 | ' | ' |
Inventories | 726,359 | 714,235 | ' | ' |
Assets held for sale | 405 | 910 | ' | ' |
Income tax receivable | 593 | 369 | ' | ' |
Other current assets | 26,920 | 24,495 | ' | ' |
Total current assets | 1,073,670 | 1,027,912 | ' | ' |
Property and equipment, net | 145,779 | 140,712 | ' | ' |
Goodwill and other intangible assets, net | 654,797 | 667,996 | ' | ' |
Investment in subsidiaries | 858,343 | 196,624 | ' | ' |
Other assets | 51,346 | 42,468 | ' | ' |
Total assets | 2,783,935 | 2,075,712 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 506,432 | 527,080 | ' | ' |
Accrued expenses | 57,205 | 43,375 | ' | ' |
Current maturities of long-term debt | 3,567 | 558 | ' | ' |
Intercompany payables | 122,536 | 85,172 | ' | ' |
Total current liabilities | 689,740 | 656,185 | ' | ' |
Long-term debt | 1,648,516 | 930,012 | ' | ' |
Deferred income taxes | 241,789 | 246,897 | ' | ' |
Other liabilities | 13,265 | 13,288 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 280,622 | 280,622 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 15,274 | 14,706 | ' | ' |
Accumulated earnings (deficit) | -90,942 | -56,898 | ' | ' |
Accumulated other comprehensive income (loss) | -14,329 | -9,100 | ' | ' |
Total stockholder's equity | 190,625 | 229,330 | ' | ' |
Total liabilities and stockholder's equity | 2,783,935 | 2,075,712 | ' | ' |
Guarantors Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 19,535 | ' | ' | ' |
Accounts receivable, net | 94,055 | ' | ' | ' |
Inventories | 195,598 | ' | ' | ' |
Assets held for sale | 2,166 | ' | ' | ' |
Income tax receivable | 441 | ' | ' | ' |
Intercompany receivables | 68,766 | 60,188 | ' | ' |
Other current assets | 13,751 | 4,877 | ' | ' |
Total current assets | 394,312 | 65,065 | ' | ' |
Property and equipment, net | 35,018 | 343 | ' | ' |
Goodwill and other intangible assets, net | 540,396 | 1,450 | ' | ' |
Investment in subsidiaries | -123 | ' | ' | ' |
Other assets | 1,420 | 308 | ' | ' |
Total assets | 971,023 | 67,166 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 145,583 | 2,255 | ' | ' |
Accrued expenses | 11,761 | 48 | ' | ' |
Liabilities held for sale | 126 | ' | ' | ' |
Current maturities of long-term debt | 1,935 | 6 | ' | ' |
Intercompany payables | ' | 1,110 | ' | ' |
Total current liabilities | 159,405 | 3,419 | ' | ' |
Long-term debt | 5,451 | 3 | ' | ' |
Deferred income taxes | 65,032 | 587 | ' | ' |
Other liabilities | 1,995 | 18 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 754,696 | 64,935 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -15,557 | -1,796 | ' | ' |
Accumulated other comprehensive income (loss) | 1 | ' | ' | ' |
Total stockholder's equity | 739,140 | 63,139 | ' | ' |
Total liabilities and stockholder's equity | 971,023 | 67,166 | ' | ' |
Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 5,011 | 13,408 | 3,013 | 13,605 |
Accounts receivable, net | 39,959 | 39,696 | ' | ' |
Inventories | 122,807 | 58,498 | ' | ' |
Assets held for sale | 1,155 | ' | ' | ' |
Income tax receivable | 2,444 | ' | ' | ' |
Intercompany receivables | ' | 12,086 | ' | ' |
Other current assets | 4,859 | 6,031 | ' | ' |
Total current assets | 176,235 | 129,719 | ' | ' |
Property and equipment, net | 9,990 | 6,801 | ' | ' |
Goodwill and other intangible assets, net | 102,149 | 129,589 | ' | ' |
Other assets | 940 | 645 | ' | ' |
Total assets | 289,314 | 266,754 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 42,044 | 34,356 | ' | ' |
Accrued expenses | 9,878 | 4,300 | ' | ' |
Liabilities held for sale | 310 | ' | ' | ' |
Intercompany payables | 41,240 | 31,044 | ' | ' |
Total current liabilities | 93,472 | 69,700 | ' | ' |
Long-term debt | 50,637 | 36,421 | ' | ' |
Deferred income taxes | 21,535 | 23,092 | ' | ' |
Other liabilities | 4,590 | 4,056 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 160,253 | 160,253 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -26,458 | -17,294 | ' | ' |
Accumulated other comprehensive income (loss) | -14,715 | -9,474 | ' | ' |
Total stockholder's equity | 119,080 | 133,485 | ' | ' |
Total liabilities and stockholder's equity | 289,314 | 266,754 | ' | ' |
Eliminations | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Intercompany receivables | -163,817 | -117,326 | ' | ' |
Total current assets | -163,817 | -117,326 | ' | ' |
Goodwill and other intangible assets, net | 341 | ' | ' | ' |
Investment in subsidiaries | -1,048,845 | -425,954 | ' | ' |
Other assets | -300 | ' | ' | ' |
Total assets | -1,212,621 | -543,280 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Intercompany payables | -163,776 | -117,326 | ' | ' |
Total current liabilities | -163,776 | -117,326 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | -1,195,571 | -505,810 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | -15,274 | -14,706 | ' | ' |
Accumulated earnings (deficit) | 132,957 | 75,988 | ' | ' |
Accumulated other comprehensive income (loss) | 29,043 | 18,574 | ' | ' |
Total stockholder's equity | -1,048,845 | -425,954 | ' | ' |
Total liabilities and stockholder's equity | ($1,212,621) | ($543,280) | ' | ' |
Condensed_Consolidating_Statem
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' | ' |
Net sales | $1,075,469 | $839,978 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 917,314 | 708,156 |
Selling, general and administrative expenses | 177,918 | 136,504 |
Transaction expenses | 4,686 | 1,023 |
Operating income (loss) | -24,449 | -5,705 |
Other (expense) income: | ' | ' |
Interest expense | -24,399 | -17,240 |
Other, net | -1,802 | -973 |
Income (loss) from operations before income taxes | -50,650 | -23,918 |
Income tax provision (benefit) | -16,606 | -7,627 |
Net income (loss) | -34,044 | -16,291 |
Comprehensive income (loss) | -39,273 | -18,035 |
Parent Company | ' | ' |
Other (expense) income: | ' | ' |
Equity earnings of subsidiaries | -34,044 | -16,291 |
Income (loss) from operations before income taxes | -34,044 | -16,291 |
Net income (loss) | -34,044 | -16,291 |
Comprehensive income (loss) | -39,273 | -18,035 |
Subsidiary Issuer | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' |
Net sales | 929,620 | 813,009 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 777,893 | 683,226 |
Selling, general and administrative expenses | 140,615 | 128,274 |
Transaction expenses | 3,598 | 988 |
Operating income (loss) | 7,514 | 521 |
Other (expense) income: | ' | ' |
Interest expense | -23,574 | -17,003 |
Other, net | -1,014 | -710 |
Equity earnings of subsidiaries | -22,802 | -4,834 |
Income (loss) from operations before income taxes | -39,876 | -22,026 |
Income tax provision (benefit) | -5,830 | -5,735 |
Net income (loss) | -34,046 | -16,291 |
Comprehensive income (loss) | -39,275 | -18,035 |
Guarantors Subsidiaries | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' |
Net sales | 71,791 | ' |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 78,983 | ' |
Selling, general and administrative expenses | 13,198 | 236 |
Operating income (loss) | -20,390 | -236 |
Other (expense) income: | ' | ' |
Interest expense | -225 | ' |
Other, net | -98 | ' |
Equity earnings of subsidiaries | -123 | ' |
Income (loss) from operations before income taxes | -20,836 | -236 |
Income tax provision (benefit) | -7,075 | -78 |
Net income (loss) | -13,761 | -158 |
Comprehensive income (loss) | -13,760 | -158 |
Non-Guarantor Subsidiaries | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' |
Net sales | 75,052 | 26,969 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 61,436 | 24,930 |
Selling, general and administrative expenses | 24,105 | 7,994 |
Transaction expenses | 1,088 | 35 |
Operating income (loss) | -11,577 | -5,990 |
Other (expense) income: | ' | ' |
Interest expense | -600 | -237 |
Other, net | -690 | -263 |
Income (loss) from operations before income taxes | -12,867 | -6,490 |
Income tax provision (benefit) | -3,703 | -1,814 |
Net income (loss) | -9,164 | -4,676 |
Comprehensive income (loss) | -14,405 | -6,487 |
Eliminations | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' |
Net sales | -994 | ' |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | -998 | ' |
Operating income (loss) | 4 | ' |
Other (expense) income: | ' | ' |
Equity earnings of subsidiaries | 56,969 | 21,125 |
Income (loss) from operations before income taxes | 56,973 | 21,125 |
Income tax provision (benefit) | 2 | ' |
Net income (loss) | 56,971 | 21,125 |
Comprehensive income (loss) | $67,440 | $24,680 |
Condensed_Consolidating_Statem1
Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 05, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | ($72,625) | $2,132 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -675,343 | -4,225 |
Purchase of property and equipment | -14,402 | -11,873 |
Purchase of assets held for sale | -15 | -612 |
Proceeds from sale of property and equipment | 102 | 13 |
Proceeds from disposal of assets held for sale | 415 | ' |
Net cash provided by (used in) investing activities | -689,243 | -16,697 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 1,509,324 | 719,993 |
Repayments of revolving credit facility | -1,293,067 | -706,949 |
Outstanding checks | -9,174 | -8,677 |
Payments of other long-term debt | -392 | -88 |
Payments of deferred financing costs | -11,391 | -69 |
Proceeds from issuance of long-term debt | 520,313 | ' |
Equity contribution | 50,000 | ' |
Net cash provided by (used in) financing activities | 765,613 | 4,210 |
Effect of exchange rate changes on cash | -1,681 | -513 |
Net increase (decrease) in cash and cash equivalents | 2,064 | -10,868 |
Cash and cash equivalents - beginning of period | 35,760 | 25,951 |
Cash and cash equivalents - end of period | 37,824 | 15,083 |
Parent Company | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | -50,000 | ' |
Cash flows from financing activities: | ' | ' |
Equity contribution | 50,000 | ' |
Net cash provided by (used in) financing activities | 50,000 | ' |
Subsidiary Issuer | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | -8,929 | 18,144 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -689,761 | ' |
Purchase of property and equipment | -11,825 | -11,204 |
Purchase of assets held for sale | -15 | -612 |
Proceeds from sale of property and equipment | 34 | 8 |
Proceeds from disposal of assets held for sale | 415 | ' |
Net cash provided by (used in) investing activities | -701,152 | -11,808 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 1,485,157 | 660,348 |
Repayments of revolving credit facility | -1,284,010 | -658,128 |
Outstanding checks | -9,174 | -8,677 |
Payments of other long-term debt | -178 | -86 |
Payments of deferred financing costs | -11,101 | -69 |
Proceeds from issuance of long-term debt | 520,313 | ' |
Net cash provided by (used in) financing activities | 701,007 | -6,612 |
Net increase (decrease) in cash and cash equivalents | -9,074 | -276 |
Cash and cash equivalents - beginning of period | 22,352 | 12,346 |
Cash and cash equivalents - end of period | 13,278 | 12,070 |
Guarantors Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | 7,365 | 2 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | 13,455 | ' |
Purchase of property and equipment | -1,071 | ' |
Net cash provided by (used in) investing activities | 12,384 | ' |
Cash flows from financing activities: | ' | ' |
Payments of other long-term debt | -214 | -2 |
Net cash provided by (used in) financing activities | -214 | -2 |
Net increase (decrease) in cash and cash equivalents | 19,535 | ' |
Cash and cash equivalents - end of period | 19,535 | ' |
Non-Guarantor Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | -21,061 | -16,014 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | 963 | -4,225 |
Purchase of property and equipment | -1,506 | -669 |
Proceeds from sale of property and equipment | 68 | 5 |
Net cash provided by (used in) investing activities | -475 | -4,889 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 24,167 | 59,645 |
Repayments of revolving credit facility | -9,057 | -48,821 |
Payments of deferred financing costs | -290 | ' |
Net cash provided by (used in) financing activities | 14,820 | 10,824 |
Effect of exchange rate changes on cash | -1,681 | -513 |
Net increase (decrease) in cash and cash equivalents | -8,397 | -10,592 |
Cash and cash equivalents - beginning of period | 13,408 | 13,605 |
Cash and cash equivalents - end of period | $5,011 | $3,013 |