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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2012

OR

 

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

For the transition period from              to             

Commission File Number 333-124878

 

 

American Tire Distributors Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

A Delaware Corporation   59-3796143

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

12200 Herbert Wayne Court

Suite 150

Huntersville, North Carolina 28078

(Address of principal executive office)

(704) 992-2000

(Registrant’s telephone number, including area code)

 

 

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

 

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities and Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of common shares outstanding at May 1, 2012: 1,000

 

 

 


Table of Contents

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

FORM 10-Q

INDEX

 

             Page  

PART I

 

FINANCIAL INFORMATION

  
 

Item 1

  -   

Financial Statements (unaudited):

  
      

Condensed Consolidated Balance Sheets - As of March 31, 2012 and December 31, 2011

     3   
      

Condensed Consolidated Statements of Comprehensive Income (Loss) - For the quarters ended March  31, 2012 and April 2, 2011

     4   
      

Condensed Consolidated Statement of Stockholders’ Equity - For the quarter ended March  31, 2012

     5   
      

Condensed Consolidated Statements of Cash Flows - For the quarters ended March  31, 2012 and April 2, 2011

     6   
      

Notes to Condensed Consolidated Financial Statements

     7   
 

Item 2

  -   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     21   
 

Item 3

  -   

Quantitative and Qualitative Disclosures about Market Risk

     32   
 

Item 4

  -   

Controls and Procedures

     32   

PART II

 

OTHER INFORMATION

  
 

Item 1

  -   

Legal Proceedings

     33   
 

Item 1A

  -   

Risk Factors

     33   
 

Item 6

  -   

Exhibits

     33   
 

SIGNATURES

     34   

 

2


Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

American Tire Distributors Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

In thousands, except share amounts

   March 31,
2012
    December 31,
2011
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 11,376      $ 14,979   

Restricted cash

     1,072        1,072   

Accounts receivable, net

     279,528        268,943   

Inventories

     663,042        641,710   

Income tax receivable

     468        1,601   

Deferred income taxes

     15,082        15,042   

Assets held for sale

     6,680        6,301   

Other current assets

     13,104        13,203   
  

 

 

   

 

 

 

Total current assets

     990,352        962,851   
  

 

 

   

 

 

 

Property and equipment, net

     107,094        99,930   

Goodwill

     445,715        445,715   

Other intangible assets, net

     721,946        737,684   

Other assets

     55,964        56,383   
  

 

 

   

 

 

 

Total assets

   $ 2,321,071      $ 2,302,563   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 507,981      $ 469,867   

Accrued expenses

     44,926        45,693   

Current maturities of long-term debt

     384        158   
  

 

 

   

 

 

 

Total current liabilities

     553,291        515,718   
  

 

 

   

 

 

 

Long-term debt

     828,172        835,650   

Deferred income taxes

     277,293        282,756   

Other liabilities

     12,906        12,620   

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding

     —          —     

Additional paid-in capital

     692,508        691,951   

Accumulated (deficit) earnings

     (43,272     (36,195

Accumulated other comprehensive income (loss)

     173        63   
  

 

 

   

 

 

 

Total stockholders’ equity

     649,409        655,819   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,321,071      $ 2,302,563   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

3


Table of Contents

American Tire Distributors Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

In thousands

   Quarter
Ended
March 31,
2012
    Quarter
Ended
April 2,
2011
 

Net sales

   $ 794,132      $ 640,822   

Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below

     669,311        532,957   

Selling, general and administrative expenses

     119,319        99,543   

Transaction expenses

     586        1,062   
  

 

 

   

 

 

 

Operating income (loss)

     4,916        7,260   

Other income (expense):

    

Interest expense

     (16,752     (16,527

Other, net

     (702     (275
  

 

 

   

 

 

 

Income (loss) from operations before income taxes

     (12,538     (9,542

Income tax provision (benefit)

     (5,461     (4,006
  

 

 

   

 

 

 

Net income (loss)

   $ (7,077   $ (5,536
  

 

 

   

 

 

 

Other comprehensive income (loss):

    

Unrealized gain (loss) on rabbi trust assets, net of tax

     110        (31
  

 

 

   

 

 

 

Other comprehensive income (loss)

     110        (31
  

 

 

   

 

 

 

Comprehensive income (loss)

   $ (6,967   $ (5,567
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4


Table of Contents

American Tire Distributors Holdings, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

 

     Total
Stockholders’

Equity
   

 

Common Stock

     Additional
Paid-In

Capital
     Accumulated
Earnings

(Deficit)
    Accumulated
Other
Comprehensive

(Loss) Income
 

In thousands, except share amounts

     Shares      Amount          

Balance, December 31, 2011

   $ 655,819        1,000       $ —         $ 691,951       $ (36,195   $ 63   

Net income (loss)

     (7,077     —           —           —           (7,077     —     

Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million

     110        —           —           —           —          110   

Stock-based compensation expense

     557        —           —           557         —          —     
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance, March 31, 2012

   $ 649,409        1,000       $ —         $ 692,508       $ (43,272   $ 173   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

American Tire Distributors Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

In thousands

   Quarter Ended
March 31, 2012
    Quarter Ended
April 2, 2011
 

Cash flows from operating activities:

    

Net income (loss)

   $ (7,077   $ (5,536

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     21,054        18,517   

Amortization of other assets

     1,217        1,291   

Benefit for deferred income taxes

     (5,575     (5,812

Provision for doubtful accounts

     372        576   

Stock-based compensation

     557        615   

Other, net

     633        334   

Change in operating assets and liabilities:

    

Accounts receivable

     (10,957     (19,626

Inventories

     (21,332     (93,569

Income tax receivable

     1,133        —     

Other current assets

     99        900   

Accounts payable and accrued expenses

     33,859        56,516   

Other, net

     (451     (1,121
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     13,532        (46,915
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of property and equipment

     (12,350     (4,878

Purchase of assets held for sale

     (837     (1,053

Proceeds from sale of property and equipment

     29        28   

Proceeds from sale of assets held for sale

     342        385   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (12,816     (5,518
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from revolving credit facility

     695,063        601,255   

Repayments of revolving credit facility

     (700,928     (538,315

Outstanding checks

     3,024        (10,703

Payments of other long-term debt

     (1,478     (411
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (4,319     51,826   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (3,603     (607

Cash and cash equivalents - beginning of period

     14,979        11,971   
  

 

 

   

 

 

 

Cash and cash equivalents - end of period

   $ 11,376      $ 11,364   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash payments for interest

   $ 3,701      $ 3,578   

Cash payments (receipts) for taxes, net

   $ (171   $ 847   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

6


Table of Contents

American Tire Distributors Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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 through one operating and reportable segment. Unless the context otherwise requires, “Company” herein refers to Holdings and its consolidated subsidiaries.

 

2. Basis of Presentation:

The accompanying condensed consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“FASB ASC”). In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated unaudited results for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the American Tire Distributors Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2011.

The Company’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of 53-week fiscal years, and the associated 14-week quarter, will not be comparable to the prior and subsequent 52-week fiscal years and the associated quarters having only 13 weeks. The quarters ended March 31, 2012 and April 2, 2011 each contain operating results for 13 weeks.

On May 28, 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, the Company was acquired by TPG Capital, L.P. and certain co-investors for an aggregate purchase price valued at $1,287.5 million (the “Merger”). The Merger was financed by $635 million in aggregate principal amount of debt financing as well as common equity capital. In connection with the Merger, the Company conducted cash tender offers for its existing outstanding debt securities, all of which were subsequently purchased and retired. Although the Company continues to operate as the same legal entity subsequent to the Merger and related change in control, a new entity was created for accounting purposes as of May 28, 2010. As a result, the purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair market values at the date of acquisition. As well, under the guidance of the Securities and Exchange Commission (“SEC”), push-down accounting is required when such transactions result in an entity being substantially wholly-owned. Therefore, the basis in shares of the Company’s common stock have been pushed down from the accounts of the parent and recorded on the financial statements of the subsidiary.

 

3. Recently Adopted Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).” ASU No. 2011-04 represents converged guidance between U.S. GAAP and IFRS resulting in a consistent definition of fair value as well as provides common requirements for measuring fair value and disclosing information about fair value measurements. This new guidance is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. The Company adopted this guidance on January 1, 2012 and its adoption did not significantly impact our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 requires us to present the components of other comprehensive income and of net income in one continuous statement of comprehensive income, or in two separate, but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The option to report other comprehensive income within the statement of equity has been removed. This new presentation is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. The revised presentation requirements are reflected in our consolidated financial statements.

 

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Table of Contents

In September 2011, the FASB issued ASU No. 2011-08, “Testing for Goodwill Impairment” which amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow a company the option to first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance will be effective for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted this guidance on January 1, 2012; however, we perform our annual impairment test in the fourth quarter and do not expect the adoption of this ASU to significantly impact our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU No. 2011-12 revises ASU No. 2011-05 to defer the presentation in the financial statements of reclassifications out of accumulated other comprehensive income for annual and interim financial statements. The deferral is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. The Company adopted this guidance on January 1, 2012. The revised presentation requirements are reflected in our consolidated financial statements.

 

4. Acquisition:

On April 15, 2011, the Company entered into a Stock Purchase Agreement with the Bowlus Service Company d/b/a North Central Tire (“NCT”) to acquire 100% of the outstanding capital stock of NCT. NCT owned and operated three distribution centers in Canton, Ohio, Cincinnati, Ohio and Rochester, New York, serving over 2,700 customers. The acquisition was completed on April 29, 2011 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of NCT is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 – Business Combinations. As a result, the information is not presented.

The acquisition of NCT was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relates to a customer list intangible asset, which had an acquisition date fair value of $38.2 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $26.2 million. The premium in the purchase price paid for the acquisition of NCT reflects the anticipated realization of significant operational and cost synergies. The purchase of NCT expanded the Company’s market position in Ohio and Western New York.

 

5. Inventories:

Inventories consist primarily of tires, custom wheels and accessories and tire supplies and tools. Reported amounts are valued at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. A majority of the Company’s tire vendors allow for the return of tire products, subject to certain limitations, specified in supply arrangements with the vendors. In addition, the Company’s inventory is collateral under the ABL Facility. See Note 9 for further information.

 

6. Assets Held for Sale:

In accordance with current accounting standards, the Company classifies assets as held for sale in the period in which all held for sale criteria is met. Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and are no longer depreciated. At March 31, 2012, assets held for sale totaled $6.7 million, of which $1.7 million were residential properties that were acquired as part of employee relocation packages. The Company is actively marketing these properties and anticipates that they will be sold within a twelve-month period from the date in which they are classified as held for sale.

As part of the Am-Pac Tire Dist., Inc (Am-Pac) acquisition in 2008, the Company acquired a distribution center and also former headquarters of Am-Pac located in Simi Valley, CA. During 2011, the facility was classified as held for sale. The building has a carrying value of $5.0 million and was previously used as a warehouse within the Company’s distribution operations. The Company continues to actively market the property for immediate sale at a reasonable price in relation to its fair value.

 

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.

 

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The changes in the carrying amount of goodwill are as follows:

 

In thousands

   Holdings  

Balance, December 31, 2011

   $ 445,715   

Acquisitions

     —     

Purchase accounting adjustments

     —     
  

 

 

 

Balance, March 31, 2012

   $ 445,715   
  

 

 

 

At March 31, 2012, the Company has recorded goodwill of $445.7 million, of which approximately $23 million of net goodwill is deductible for income tax purposes in future periods. The balance primarily relates to the Merger on May 28, 2010, in which $430.3 million was recorded as goodwill. The Company does not have any accumulated goodwill impairment losses.

On April 15, 2011, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding capital stock of NCT. The acquisition was completed on April 29, 2011 and was funded through the Company’s ABL Facility. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. As a result, the Company recorded $26.2 million as goodwill. See Note 4 for additional information.

In the fourth quarter of 2011, the Company reduced its goodwill by $11.7 million related to the Merger. The adjustment related to net deferred tax liabilities established during purchase accounting and represent accounting errors. The Company does not believe that the adjustment is material to any of its previously issued financial statements and therefore, has not adjusted any prior period amounts.

 

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 March 31, 2012 and December 31, 2011:

 

In thousands

   March 31,
2012
    December 31,
2011
 

Customer list

   $ 572,209      $ 572,209   

Noncompete agreement

     6,568        6,320   

Tradenames

     4,104        4,104   
  

 

 

   

 

 

 

Total gross finite-lived intangible assets

     582,881        582,633   

Accumulated amortization

     (110,828     (94,842
  

 

 

   

 

 

 

Total net finite-lived intangible assets

     472,053        487,791   

Tradenames (indefinite-lived)

     249,893        249,893   
  

 

 

   

 

 

 

Total

   $ 721,946      $ 737,684   
  

 

 

   

 

 

 

Intangible asset amortization expense was $16.0 million and $14.7 million for the quarters ended March 31, 2012 and April 2, 2011 respectively. As a result of the acquisition of NCT on April 29, 2011, the Company allocated $43.4 million to finite-lived intangible assets, including $38.2 million associated with a customer list as well as $5.2 million associated with a non-compete agreement. The intangible assets had a useful life of nineteen years and five years, respectively.

Estimated amortization expense on existing intangible assets is expected to approximate $48 million for the remaining nine months in 2012 and approximately $61 million in 2013, $57 million in 2014, $49 million in 2015 and $41 million in 2016.

 

9


Table of Contents
9. Long-term Debt:

The following table presents the Company’s long-term debt at March 31, 2012 and at December 31, 2011:

 

In thousands

   March 31,
2012
    December 31,
2011
 

ABL Facility

   $ 367,390      $ 373,255   

Senior Secured Notes

     247,516        247,425   

Senior Subordinated Notes

     200,000        200,000   

Capital lease obligations

     12,650        14,118   

Other

     1,000        1,010   
  

 

 

   

 

 

 

Total debt

     828,556        835,808   

Less - Current maturities

     (384     (158
  

 

 

   

 

 

 

Long-term debt

   $ 828,172      $ 835,650   
  

 

 

   

 

 

 

The fair value of the Company’s long-term senior notes was $479.3 million at March 31, 2012 and $463.5 million at December 31, 2011. The fair value of the Senior Secured Notes is based upon quoted market values (Level 1). However, the Company uses quoted prices for similar liabilities (Level 2) in order to fair value the Senior Subordinated Notes.

ABL Facility

In connection with the acquisition of Holdings on May 28, 2010, ATDI entered into the Fifth Amended and Restated Credit Agreement, as subsequently amended (“ABL Facility”). The agreement provided for a senior secured asset-backed revolving credit facility of up to $450.0 million (of which up to $50.0 million could have been utilized in the form of commercial and standby letters of credit), subject to borrowing base availability. Provided that no default or event of default was then existing or would arise therefrom, the Company had the option to request that the ABL Facility be increased by an amount not to exceed $200.0 million, subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. The facility was set to mature on November 28, 2014.

On June 6, 2011, the Company entered into the Second Amendment to Fifth Amended and Restated Credit Agreement. The second amendment increased the revolving commitments from $450.0 million to $650.0 million, extended the maturity date to June 6, 2016 as well as made certain pricing and other changes to the agreement. The Company maintains the option to request that the ABL Facility be increased by an amount not to exceed $200 million, subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. At March 31, 2012, the Company had $367.4 million outstanding under the facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $7.7 million, leaving $228.6 million available for additional borrowings.

Borrowings under the 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 March 31, 2012 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 March 31, 2012. The applicable margins under the ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

The borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

 

   

85% of eligible accounts receivable; plus

 

   

The lesser of (a) 70% of the lesser of cost or fair market value of eligible tire inventory and (b) 85% of the net orderly liquidation value of eligible tire inventory; plus

 

   

The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory and (b) 85% of the net orderly liquidation value of eligible non-tire inventory.

All obligations under the ABL 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. Obligations under the ABL Facility are also secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets, in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions.

The ABL Facility contains 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

 

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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 borrowing under the ABL Facility is less than the greater of (a) 12.5% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the 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 March 31, 2012, the Company’s additional borrowing availability under the ABL Facility was above the required amount and the Company was therefore not subject to the additional covenants.

Senior Secured Notes

On May 28, 2010, ATDI issued Senior Secured Notes (“Senior Secured Notes”) due June 1, 2017 in an aggregate principal amount at maturity of $250.0 million. The Senior Secured Notes were issued at a discount from their principal amount at maturity and generated net proceeds of approximately $240.7 million after debt issuance costs (which represents a non-cash financing activity of $9.3 million). The Senior Secured Notes will accrete based on an effective interest rate of 10% to an aggregate accreted value of $250.0 million, the full principal amount at maturity. The Senior Secured Notes bear interest at a fixed rate of 9.75% per annum. Interest on the Senior Secured Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Secured Notes are not redeemable, except as described below, at the option of ATDI prior to June 1, 2013. Thereafter, 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.

Until June 1, 2013, ATDI may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Secured Notes issued at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the redemption date, with the net cash proceeds from one or more equity offerings to the extent that such net cash proceeds are received by or contributed to ATDI; provided that:

 

  (1) at least 50% of the sum of the aggregate principal amount of the Senior Secured Notes remains outstanding immediately after the occurrence of such redemption; and

 

  (2) each such redemption occurs within 120 days of the date of the closing of the related equity offering.

In addition, at any time prior to June 1, 2013, ATDI may redeem all or a part of the Senior Secured Notes upon not less than 30 or more than 60 days notice at a redemption price equal to 100.0% of the principal amount of notes to be redeemed, plus the applicable premium (an amount intended to approximate a “make-whole” price based on the price of a U.S. treasury security plus 50 basis points) as of, plus accrued and unpaid interest, to, but not including, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

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 Senior Subordinated Notes due June 1, 2018 (“Senior Subordinated Notes”) in an aggregate principal amount of $200.0 million. The Senior Subordinated Notes bear interest at a fixed rate of 11.50% per annum. Interest on the Senior Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Subordinated Notes are not redeemable, except as described below, at the option of ATDI prior to June 1, 2013. Thereafter, 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.

 

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Prior to June 1, 2013, ATDI may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes issued at a redemption price equal to 111.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that:

 

  (1) at least 50% of the aggregate principal amount of the Senior Subordinated Notes remains outstanding immediately after the occurrence of such redemption; and

 

  (2) each such redemption occurs within 120 days of the date of the closing of the related equity offering.

In addition, at any time prior to June 1, 2013, ATDI may redeem all or a part of the Senior Subordinated Notes upon not less than 30 or more than 60 days notice at a redemption price equal to 100.0% of the principal amount of notes to be redeemed, plus the applicable premium (an amount intended to approximate a “make-whole” price based on the price of a U.S. treasury security plus 50 basis points) as of, and accrued and unpaid interest, to, but not including, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

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.

Capital Lease Obligations

At December 31, 2011, the Company had a capital lease obligation of $14.1 million which related to the 2002 sale and subsequent leaseback of three of its owned facilities. Due to continuing involvement with the properties, the Company accounted for the transaction as a direct financing lease and recorded the cash received as a financing obligation. The transaction had an initial lease term of 20 years, followed by two 10 year renewal options. No gain or loss was recognized as a result of the initial sales transaction.

On February 1, 2012, the Company reacquired one of the three facilities included in the 2002 sale-leaseback transaction for $1.5 million. Accordingly, the original lease was amended to extend the lease term on the two remaining facilities by 5 years as well as to adjust the future lease payments over the remaining 15 years. Per current accounting guidance, the change in the debt terms was not considered substantial. As a result, the Company treated the amendment as a debt modification for accounting purposes and therefore, reduced the financing obligation by the purchase price. Cash payments to the lessor are allocated between interest expense and amortization of the financing obligation. At the end of the lease term, the Company will recognize the sale of the remaining facilities; however, no gain or loss will be recognized as the financing obligation will equal the expected carrying value of the facilities. At March 31, 2012, the outstanding balance of the financing obligation was $12.6 million.

 

10. Derivative Instruments:

In the normal course of business, the Company is exposed to the risk associated with exposure to fluctuations in interest rates on our variable rate debt. These fluctuations can increase the cost of financing, investing and operating the business. The Company has used derivative financial instruments to help manage this risk and reduce the impacts of these exposures and not for trading or other speculative purposes. All derivatives are recognized on the condensed consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of contracts that qualify for hedge accounting treatment are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in the statement of comprehensive income (loss) at the time earnings are affected by the hedged transaction. For other derivatives, changes in the fair value of the contract are recognized immediately in the statement of comprehensive income (loss).

On September 23, 2011, the Company entered into two interest rate swap agreements (“3Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million is at a fixed rate of 0.74% and will expire in September 2014 and $50.0 million is at a fixed rate of 1.0% and will expire in September 2015. The counterparty to each swap is a major financial institution. The 3Q 2011 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in the condensed consolidated statement of comprehensive income (loss).

 

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On February 24, 2011, the Company entered into two interest rate swap agreements 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 covers an aggregate notional amount of $50.0 million at a fixed interest rate of 1.105% and will expire in February 2013. The counterparty to each swap is a major financial institution. Neither swap met the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract are recognized in the condensed consolidated statement of comprehensive income (loss).

The following table presents the fair values of the Company’s derivative instruments included within the condensed consolidated balance sheets as of March 31, 2012 and December 31, 2011:

 

          Liability Derivatives  

In thousands

   Balance Sheet
Location
   March 31,
2012
     December 31,
2011
 

Derivatives not designated as hedges:

        

1Q 2011 swap - $50 million notional

   Accrued expenses    $ 316       $ 303   

1Q 2011 swap - $25 million notional

   Accrued expenses      —           12   

3Q 2011 swaps - $100 million notional

   Accrued expenses      765         551   
     

 

 

    

 

 

 

Total

      $ 1,081       $ 866   
     

 

 

    

 

 

 

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 (Gain)
Loss Recognized
   Quarter Ended
March 31, 2012
    Quarter Ended
April 2, 2011
 

Derivatives not designated as hedges:

       

1Q 2011 swap - $50 million notional

   Interest Expense    $ 14      $ 128   

1Q 2011 swap - $25 million notional

   Interest Expense      (12     23   

3Q 2011 swaps - $100 million notional

   Interest Expense      214        —     
     

 

 

   

 

 

 

Total

      $ 216      $ 151   
     

 

 

   

 

 

 

 

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.

 

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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 March 31, 2012:

 

     Fair Value Measurements  

In thousands

   Total      Level 1      Level 2      Level 3  

Assets:

           

Benefit trust assets

   $ 2,568       $ 2,568       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,568       $ 2,568       $ —         $ —     

Liabilities:

           

Derivative instruments

   $ 1,081       $ —         $ 1,081       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,081       $ —         $ 1,081       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

ASC 820 - Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines fair value of its financial assets and liabilities using the following methodologies:

 

   

Benefit trust assets - These assets include money market and mutual funds that are the underlying for deferred compensation plan assets, held in a rabbi trust. The fair value of the assets is based on observable market prices quoted in readily accessible and observable markets.

 

   

Derivative instruments - These instruments consist of interest rate swaps. The fair value is based upon quoted prices for similar instruments from a financial institution that is counterparty to the transaction.

The fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities at March 31, 2012 are the same as those used at December 31, 2011. As a result, there have been no transfers between Level 1 and Level 2 categories.

 

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 48.6 million shares of common stock of the indirect parent company are available for grant. As of March 31, 2012, the Company has 1.7 million shares available for future incentive awards.

Changes in options outstanding under the 2010 Plan are as follows:

 

     Number
of  Shares
     Weighted
Average
Exercise Price
 

Outstanding - December 31, 2011

     44,598,400       $ 1.00   

Granted

     2,277,600         1.14   

Cancelled

     —           —     
  

 

 

    

 

 

 

Outstanding - March 31, 2012

     46,876,000       $ 1.01   
  

 

 

    

 

 

 

Exercisable - March 31, 2012

     8,843,735       $ 1.00   

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 fair value of each of the Company’s time-based stock option awards is expensed on a straight-line basis over the required 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 the performance target will be achieved.

 

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The weighted average fair value of stock options granted during the quarters ended March 31, 2012 and April 2, 2011 was $0.50 and $0.43, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used:

 

     Quarter
Ended
March  31, 2012
    Quarter
Ended
April 2, 2011
 

Risk-free interest rate

     1.48     2.84

Dividend yield

     —          —     

Expected life

     6.5 years        6 years   

Volatility

     42.81     40.75

As the Company does not have sufficient historical volatility data for Holdings own common stock, the stock price volatility utilized in the fair value calculation is based on the Company’s peer group in the industry in which it does business. The risk-free interest rate is based on the yield-curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award. Because the Company does not have relevant data available regarding the expected life of the award, the expected life of the award is derived from the Simplified Method as allowed under SAB Topic 14.

Restricted Stock Units (RSUs)

In October 2010, the Company’s indirect parent company adopted the Non-Employee Director Restricted Stock Plan (the “2010 RSU Plan”), pursuant to which the indirect parent company will grant restricted stock units to non-employee directors of the Company. 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 0.5 million remain available at March 31, 2012 for future incentive awards.

The following table summarizes RSU activity under the 2010 RSU Plan for the quarter ended March 31, 2012:

 

     Number
of Shares
    Weighted
Average
Exercise Price
 

Outstanding and unvested at December 31, 2011

     175,000      $ 1.00   

Granted

     —          —     

Vested

     (50,000     1.00   

Cancelled

     —          —     
  

 

 

   

 

 

 

Outstanding and unvested at March 31, 2012

     125,000      $ 1.00   
  

 

 

   

 

 

 

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 a two year vesting period.

 

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Compensation Expense

Stock-based compensation expense is included in selling, general and administrative expenses within the condensed consolidated statement of comprehensive income (loss). The following table summarizes the expense recognized:

 

In thousands

   Quarter
Ended
March 31,  2012
     Quarter
Ended
April 2, 2011
 

Stock Options

   $ 526       $ 594   

Restricted Stock Units

     31         21   
  

 

 

    

 

 

 

Total

   $ 557       $ 615   
  

 

 

    

 

 

 

 

13. Income Taxes:

The effective tax rate for the periods presented are based on an annual estimated effective tax rate which takes into account year-to-date amounts and projected results for the full year. The Company’s effective tax rate for the quarter ended March 31, 2012 and the quarter ended April 2, 2011 were 43.6% and 42.0%, respectively. The effective tax rate for the quarter ended March 31, 2012 is higher than the Company’s statutory tax rate primarily due to higher state income taxes, a result based on our legal entity tax structure.

At March 31, 2012, the Company has a net deferred tax liability of $262.2 million, of which, $15.1 million was recorded as a current deferred tax asset and $277.3 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 purchase price allocation less existing tax deductible intangibles, assuming an effective tax rate of 39.6%.

At March 31, 2012, the Company had unrecognized tax benefits of $1.8 million, of which $0.5 million is included within accrued expenses and $1.3 million is included within other liabilities within the accompanying condensed consolidated balance sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $1.5 million as of March 31, 2012. In addition, $0.3 million related to temporary timing differences. The Company records interest and penalties associated with the uncertain tax positions as a component of its income tax provision. 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 2008 – 2010 remain open to examination by the taxing jurisdictions to which the Company is subject.

 

14. Commitments and Contingencies:

The Company is involved from time to time in various lawsuits, including class action lawsuits as well as various audits and reviews regarding its federal, state and local tax filings, arising out of the ordinary conduct of its business. Management does not expect that any of these matters will have a material adverse effect on the Company’s business or financial condition. As to tax filings, the Company believes that the various tax filings have been made in a timely fashion and in accordance with applicable federal, state and local tax code requirements. Additionally, the Company believes that it has adequately provided for any reasonably foreseeable resolution of any tax disputes, but will adjust its reserves if events so dictate in accordance with FASB authoritative guidance. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in accordance with the accounting standards for income taxes.

Guaranteed Lease Obligations

The Company remains liable as a guarantor on certain leases related to the Winston Tire Company, which was sold in 2001. As of March 31, 2012, the Company’s total obligations are $3.4 million extending over seven years. However, the Company has secured assignments or sublease agreements for the vast majority of these commitments with contractual assigned or subleased rentals of $3.1 million. A provision has been made for the net present value of the estimated shortfall.

 

15. Subsidiary Guarantor Financial Information:

The following condensed consolidating financial statements are presented pursuant to Rule 3-10 of Regulation S-X and reflect the financial position, results of operations, and cash flows of the Company.

On May 28, 2010, ATDI issued $250.0 million in aggregate principal amount of its Senior Secured Notes and $200.0 million in aggregate principal amount of its Senior Subordinated Notes. The Senior Secured Notes and the Senior Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by Holdings, Am-Pac and Tire Wholesalers, Inc. (“Tire Wholesalers”).

 

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ATDI, Am-Pac and Tire Wholesalers are also borrowers and primary obligors under the ABL Facility, which is guaranteed by Holdings. Tire Pros Francorp is not a guarantor of the Senior Secured Notes, the Senior Subordinated Notes or the ABL Facility. A guarantor subsidiary’s guarantee can be released in certain customary circumstances.

The financial information is presented under the following column headings:

 

   

Parent Company (Holdings),

 

   

Subsidiary Issuer (ATDI),

 

   

Subsidiary Guarantor (Am-Pac and Tire Wholesalers) and

 

   

Non-Guarantor Subsidiary (Tire Pros FranCorp).

ATDI is a direct wholly-owned subsidiary of Holdings and Am-Pac, Tire Wholesalers and Tire Pros FranCorp are indirect wholly-owned subsidiaries of Holdings. In addition, during the third quarter of 2011, the Company merged a subsidiary guarantor (NCT) into the subsidiary issuer (ATDI).

The condensed consolidating financial information for the Company is as follows:

 

In thousands

   As of March 31, 2012  
     Parent
Company
    Subsidiary
Issuer
    Subsidiary
Guarantor
    Non-Guarantor
Subsidiary
    Eliminations     Consolidated  
Assets             

Current assets:

            

Cash and cash equivalents

   $ —        $ 10,433      $ —        $ 943      $ —        $ 11,376   

Restricted cash

     —          1,072        —          —          —          1,072   

Accounts receivable, net

     —          279,523        1        4        —          279,528   

Inventories

     —          663,042        —          —          —          663,042   

Assets held for sale

     —          6,680        —          —          —          6,680   

Income tax receivable

     —          468        —          —          —          468   

Intercompany receivables

     —          —          59,811        —          (59,811     —     

Other current assets

     —          21,429        4,920        1,837        —          28,186   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     —          982,647        64,732        2,784        (59,811     990,352   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment, net

     —          106,513        567        14        —          107,094   

Goodwill and other intangible assets, net

     418,592        746,273        1,798        998        —          1,167,661   

Investment in subsidiaries

     245,803        58,757        —          —          (304,560     —     

Other assets

     8,691        47,271        2        —          —          55,964   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 673,086      $ 1,941,461      $ 67,099      $ 3,796      $ (364,371   $ 2,321,071   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Liabilities and Stockholders’ Equity             

Current liabilities:

            

Accounts payable

   $ —        $ 505,827      $ 2,154      $ —        $ —        $ 507,981   

Accrued expenses

     —          44,842        84        —          —          44,926   

Current maturities of long-term debt

     —          371        13        —          —          384   

Intercompany payables

     23,677        29,029        —          7,105        (59,811     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     23,677        580,069        2,251        7,105        (59,811     553,291   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Long-term debt

     —          828,159        13        —          —          828,172   

Deferred income taxes

     —          274,625        587        2,081        —          277,293   

Other liabilities

     —          12,805        101        —          —          12,906   

Stockholders’ equity:

            

Intercompany investment

     —          280,622        64,935        —          (345,557     —     

Common stock

     —          —          —          —          —          —     

Additional paid-in capital

     692,508        8,280        —          —          (8,280     692,508   

Accumulated deficit

     (43,272     (43,272     (788     (5,390     49,450        (43,272

Accumulated other comprehensive income (loss)

     173        173        —          —          (173     173   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     649,409        245,803        64,147        (5,390     (304,560     649,409   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 673,086      $ 1,941,461      $ 67,099      $ 3,796      $ (364,371   $ 2,321,071   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

17


Table of Contents

In thousands

   As of December 31, 2011  
     Parent
Company
    Subsidiary
Issuer
    Subsidiary
Guarantor
    Non-Guarantor
Subsidiary
    Eliminations     Consolidated  
Assets             

Current assets:

            

Cash and cash equivalents

   $ —        $ 14,118      $ —        $ 861      $ —        $ 14,979   

Restricted cash

     —          1,072        —          —          —          1,072   

Accounts receivable, net

     —          268,937        1        5        —          268,943   

Inventories

     —          641,710        —          —          —          641,710   

Assets held for sale

     —          6,301        —          —          —          6,301   

Income tax receivable

     —          1,601        —          —          —          1,601   

Intercompany receivables

     —          —          59,966        —          (59,966     —     

Other current assets

     —          23,030        4,941        274        —          28,245   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     —          956,769        64,908        1,140        (59,966     962,851   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment, net

     —          99,276        639        15        —          99,930   

Goodwill and other intangible assets, net

     418,592        761,888        1,852        1,067        —          1,183,399   

Investment in subsidiaries

     252,214        60,798        —          —          (313,012     —     

Other assets

     8,691        47,683        3        6        —          56,383   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 679,497      $ 1,926,414      $ 67,402      $ 2,228      $ (372,978   $ 2,302,563   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Liabilities and Stockholders’ Equity             

Current liabilities:

            

Accounts payable

   $ —        $ 467,714      $ 2,153      $ —        $ —        $ 469,867   

Accrued expenses

     —          45,516        177        —          —          45,693   

Current maturities of long-term debt

     —          141        17        —          —          158   

Intercompany payables

     23,678        32,613        —          3,675        (59,966     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     23,678        545,984        2,347        3,675        (59,966     515,718   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Long-term debt

     —          835,635        15        —          —          835,650   

Deferred income taxes

     —          280,088        587        2,081        —          282,756   

Other liabilities

     —          12,493        127        —          —          12,620   

Stockholders’ equity:

            

Intercompany investment

     —          280,622        64,935        —          (345,557     —     

Common stock

     —          —          —          —          —          —     

Additional paid-in capital

     691,951        7,724        —          —          (7,724     691,951   

Accumulated deficit

     (36,195     (36,195     (609     (3,528     40,332        (36,195

Accumulated other comprehensive income (loss)

     63        63        —          —          (63     63   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     655,819        252,214        64,326        (3,528     (313,012     655,819   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 679,497      $ 1,926,414      $ 67,402      $ 2,228      $ (372,978   $ 2,302,563   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

18


Table of Contents

Condensed consolidating statements of comprehensive income for the quarters ended March 31, 2012 and April 2, 2011 are as follows:

 

In thousands

   For the Quarter Ended March 31, 2012  
     Parent
Company
    Subsidiary
Issuer
    Subsidiary
Guarantors
    Non-Guarantor
Subsidiary
    Eliminations      Consolidated  

Net sales

   $ —        $ 794,598      $ —        $ (466   $ —         $ 794,132   

Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below

     —          669,289        —          22        —           669,311   

Selling, general and administrative expenses

     —          116,192        317        2,810        —           119,319   

Transaction expenses

     —          586        —          —          —           586   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Operating income (loss)

     —          8,531        (317     (3,298     —           4,916   

Other (expense) income:

             

Interest expense

     —          (16,752     —          —          —           (16,752

Other, net

     —          (702     —          —          —           (702

Equity earnings of subsidiaries

     (7,077     (2,041     —          —          9,118         —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Income (loss) from operations before income taxes

     (7,077     (10,964     (317     (3,298     9,118         (12,538

Income tax provision (benefit)

     —          (3,887     (138     (1,436     —           (5,461
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ (7,077   $ (7,077   $ (179   $ (1,862   $ 9,118       $ (7,077
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Comprehensive income (loss)

   $ (6,967   $ (6,967   $ —        $ —        $ 6,967       $ (6,967
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

In thousands

   For the Quarter Ended April 2, 2011  
     Parent
Company
    Subsidiary
Issuer
    Subsidiary
Guarantors
    Non-Guarantor
Subsidiary
    Eliminations      Consolidated  

Net sales

   $ —        $ 640,649      $ 486      $ (313   $ —         $ 640,822   

Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below

     —          532,668        283        6        —           532,957   

Selling, general and administrative expenses

     —          97,299        (74     2,318        —           99,543   

Transaction expenses

     —          1,062        —          —          —           1,062   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Operating income (loss)

     —          9,620        277        (2,637     —           7,260   

Other (expense) income:

             

Interest expense

     —          (16,527     —          —          —           (16,527

Other, net

     —          (277     —          2        —           (275

Equity earnings of subsidiaries

     (5,536     (1,368     —          —          6,904         —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Income (loss) from operations before income taxes

     (5,536     (8,552     277        (2,635     6,904         (9,542

Income tax provision (benefit)

     —          (3,016     116        (1,106     —           (4,006
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ (5,536   $ (5,536   $ 161      $ (1,529   $ 6,904       $ (5,536
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Comprehensive income (loss)

   $ (5,567   $ (5,567   $ —        $ —        $ 5,567       $ (5,567
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

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Table of Contents

Condensed consolidating statements of cash flows for the quarters ended March 31, 2012 and April 2, 2011 are as follows:

 

In thousands

   For the Quarter Ended March 31, 2012  
     Parent
Company
     Subsidiary
Issuer
    Subsidiary
Guarantors
    Non-Guarantor
Subsidiary
     Eliminations      Consolidated  

Cash flows from operating activities:

               

Net cash provided by (used in) operations

   $ —         $ 13,444      $ 6      $ 82       $ —         $ 13,532   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash flows from investing activities:

               

Purchase of property and equipment

     —           (12,350     —          —           —           (12,350

Purchase of assets held for sale

     —           (837     —          —           —           (837

Proceeds from sale of property and equipment

     —           29        —          —           —           29   

Proceeds from disposal of assets held for sale

     —           342        —          —           —           342   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used in) investing activities

     —           (12,816     —          —           —           (12,816
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash flows from financing activities:

               

Borrowings from revolving credit facility

     —           695,063        —          —           —           695,063   

Repayments of revolving credit facility

     —           (700,928     —          —           —           (700,928

Outstanding checks

     —           3,024        —          —           —           3,024   

Payments of other long-term debt

     —           (1,472     (6     —           —           (1,478
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     —           (4,313     (6     —           —           (4,319
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     —           (3,685     —          82         —           (3,603

Cash and cash equivalents - beginning of period

     —           14,118        —          861         —           14,979   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash and cash equivalents - end of period

   $ —         $ 10,433      $ —        $ 943       $ —         $ 11,376   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

In thousands

   For the Quarter Ended April 2, 2011  
     Parent
Company
     Subsidiary
Issuer
    Subsidiary
Guarantors
    Non-Guarantor
Subsidiary
     Eliminations      Consolidated  

Cash flows from operating activities:

               

Net cash provided by (used in) operations

   $ —         $ (46,896   $ (77   $ 58       $ —         $ (46,915
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash flows from investing activities:

               

Purchase of property and equipment

     —           (4,878     —          —           —           (4,878

Purchase of assets held for sale

     —           (1,053     —          —           —           (1,053

Proceeds from sale of property and equipment

     —           23        5        —           —           28   

Proceeds from disposal of assets held for sale

     —           385        —          —           —           385   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used in) investing activities

     —           (5,523     5        —           —           (5,518
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash flows from financing activities:

               

Borrowings from revolving credit facility

     —           601,255        —          —           —           601,255   

Repayments of revolving credit facility

     —           (538,315     —          —           —           (538,315

Outstanding checks

     —           (10,703     —          —           —           (10,703

Payments of other long-term debt

     —           (405     (6     —           —           (411
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     —           51,832        (6     —           —           51,826   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     —           (587     (78     58         —           (607

Cash and cash equivalents - beginning of period

     —           11,304        132        535         —           11,971   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash and cash equivalents - end of period

   $ —         $ 10,717      $ 54      $ 593       $ —         $ 11,364   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

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

Unless the context otherwise requires, the terms “American Tire Distributors,” “ATD,” “the Company,” “we,” “us,” “our” and similar terms in this report refer to American Tire Distributors Holdings, Inc. and its consolidated subsidiaries, the term “Holdings” refers only to American Tire Distributors Holdings, Inc., a Delaware Corporation, and the term “ATDI” refers only to American Tire Distributors, Inc., a Delaware corporation. The terms “TPG” and “Sponsor” relate to TPG Capital, L.P. and/or certain funds affiliated with TPG Capital, L.P.

The following discussion and analysis of our consolidated results of operations, financial condition and liquidity should be read in conjunction with our consolidated financial statements and the related notes included in Item 1 of this report. The following discussion contains forward-looking statements that reflect our current expectations, estimates, forecast and projections. These forward-looking statements are not guarantees of future performance, and actual outcomes and results may differ materially from those expressed in these forward-looking statements. See “Cautionary Statements on Forward-Looking Information.”

Company Overview

We are the leading replacement tire distributor in the United States, providing a critical range of services to enable tire retailers to effectively service and grow sales to consumers. Through our network of 100 distribution centers, we offer access to an extensive breadth and depth of inventory, representing approximately 40,000 stock-keeping units (SKUs), to approximately 60,000 customers. The critical range of services we provide includes frequent and timely delivery of inventory as well as business support services such as credit, training, access to consumer market data and the administration of tire manufacturer affiliate programs. In addition, our customers have access to a leading online ordering and reporting system as well as a website that enables our tire retailer customers to participate in the Internet marketing of tires to consumers. We estimate that our share of the replacement passenger and light truck tire market in the United States (U.S.) is approximately 10%, up from approximately 1% in 1996, with our largest customer and top ten customers accounting for less than 1.9% and 8.7%, respectively, of our net sales in fiscal 2011.

We believe we distribute the broadest product offering in our industry, supplying our customers with the top ten leading passenger and light truck tire brands. We carry the flag brands from each of the four largest tire manufacturers —Bridgestone, Continental, Goodyear, and Michelin — as well as Hankook, Kumho, Nexen, Nitto and Pirelli brands. We also sell lower price point associate and proprietary brands of these and many other tire manufacturers. In addition, we sell custom wheels and accessories and related tire supplies and tools. Our revenues are primarily generated from sales of passenger car and light truck tires, which represent approximately 83.5% of our total net sales for the quarter ended March 31, 2012. The remainder of net sales is primarily derived from other tire sales (12.8%), custom wheels (2.4%) and tire supplies, tools and other products (1.3%). We believe our large, diverse product offering allows us to better penetrate the replacement tire market across a broad range of price points.

Industry Overview

The U.S. replacement tire market has historically experienced stable growth and favorable pricing dynamics. From 1955 through 2011, U.S. replacement tire unit shipments increased by an average of approximately 2.7% per year. However, during challenging economic periods, consumers may opt to defer replacement tire purchases or purchase less costly brand tires. Beginning with the onset of the economic downturn in 2008, increased economic uncertainty, unemployment and rising fuel prices led to negative growth during 2008 and 2009 in the U.S. replacement tire market. The economic environment showed signs of stabilization during 2010, ending the negative growth trend with U.S. replacement tire unit shipments increasing 7.8% over 2009. However, during 2011, U.S. replacement tire unit shipments were down slightly compared to 2010 as slow economic growth, persistently high fuel cost and a decrease in miles driven impacted the U.S. replacement tire market.

Going forward, we believe growth in the U.S. replacement tire market will continue to be driven by favorable underlying dynamics, including:

 

   

increases in the number and average age of passenger cars and light trucks;

 

   

increases in the number of miles driven;

 

   

increases in the number of licensed drivers as the U.S. population continues to grow;

 

   

increase in the number of replacement tire SKUs;

 

   

growth of the high performance tire segment; and

 

   

shortening tire replacement cycles due to changes in product mix that increasingly favor high performance tires, which have shorter average lives.

 

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Table of Contents

Despite the current market environment, we have a solid infrastructure, an extensive and efficient distribution network, and a broad product offering. Our growth strategy, coupled with our access to capital and our scalable platform, enables us to continue to expand in existing markets as well as in new geographic areas. In addition, we are investing in technology and new sales channels which will help fuel our future growth. As a result, we believe that we are well positioned to continue to achieve above market results in both contracting and expanding market demand cycles.

Recent Developments

As part of our ongoing business strategy, we intend to expand in existing markets as well as enter into previously underserved markets and new geographic areas. Since the second half of 2010, we have opened new distribution centers in 10 locations throughout the contiguous United States. In the first three months of 2012, we continued to execute on our plans to expand by opening new distribution centers in Long Island, NY and Milwaukee, WI. We will continue to evaluate additional geographic markets during 2012 and beyond.

On February 1, 2012, we reacquired one of three facilities that were included in a 2002 sale-leaseback transaction. The purchase price of the facility was $1.5 million. Accordingly, the original lease was amended to extend the lease term on the two remaining facilities by 5 years as well as to adjust the future lease payments over the remaining 15 years. Per current accounting guidance, the change in the debt terms was not considered substantial. As a result, the amendment was treated as a debt modification for accounting purposes and therefore, we reduced the original financing obligation of $14.1 million by the purchase price. No gain or loss was recognized as a result of the initial sales transaction or the 2012 amendment.

On April 29, 2011, we completed the purchase of 100% of the capital stock of the Bowlus Service Company d/b/a North Central Tire (“NCT”). NCT owned and operated three distribution centers in Canton, OH, Cincinnati, OH and Rochester, NY, serving over 2,700 customers. The acquisition was funded through our ABL Facility. The purchase of NCT expanded our market position in Ohio and Western New York.

 

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Table of Contents

Results of Operations

Our fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of 53-week fiscal years, and the associated 14-week quarter, will not be comparable to the prior and subsequent 52-week fiscal years and the associated quarters having only 13 weeks. The quarters ended March 31, 2012 and April 2, 2011 each contain operating results for 13 weeks.

Quarter Ended March 31, 2012 Compared to the Quarter Ended April 2, 2011

The following table sets forth the period change for each category of the statements of operations, as well as each category as a percentage of net sales:

 

     Quarter
Ended
    Quarter
Ended
    Period Over
Period
Change
    Period Over
Period

% Change
    Percentage of Net Sales
For the Respective
Period Ended
 

In thousands

   March 31,
2012
    April 2,
2011
    Favorable
(unfavorable)
    Favorable
(unfavorable)
    March 31,
2012
    April 2,
2011
 

Net sales

   $ 794,132      $ 640,822      $ 153,310        23.9     100.0     100.0

Cost of goods sold

     669,311        532,957        (136,354     -25.6     84.3     83.2

Selling, general and administrative expenses

     119,319        99,543        (19,776     -19.9     15.0     15.5

Transaction expenses

     586        1,062        476        44.8     0.1     0.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     4,916        7,260        (2,344     -32.3     0.6     1.1

Other income (expense):

            

Interest expense

     (16,752     (16,527     (225     -1.4     -2.1     -2.6

Other, net

     (702     (275     (427     -155.3     -0.1     0.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations before income taxes

     (12,538     (9,542     (2,996     -31.4     -1.6     -1.5

Provision (benefit) for income taxes

     (5,461     (4,006     1,455        36.3     -0.7     -0.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (7,077   $ (5,536   $ (1,541     -27.8     -0.9     -0.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Sales

Net sales for the quarter ended March 31, 2012 increased 23.9%, or $153.3 million, compared with the quarter ended April 2, 2011. The increase in net sales was primarily driven by higher net tire pricing of $65.4 million. The pricing increase, which included $52.4 million related to passenger and light truck tires and $9.3 million related to medium truck tires, resulted from our passing through tire manufacturer price increases predominately established during 2011. The combined results of new distribution centers opened since the beginning of 2011 as well as the acquisition of NCT added $54.7 million of incremental sales in the first quarter of 2012. In addition, an increase in comparable tire unit sales across all tire categories contributed $26.9 million, primarily driven by passenger and light truck tires.

Cost of Goods Sold

Cost of goods sold for the quarter ended March 31, 2012 increased 25.6%, or $136.4 million, compared with the quarter ended April 2, 2011. The increase in cost of goods sold was primarily driven by higher net tire pricing of $54.5 million. The pricing increase, which included $43.7 million related to passenger and light truck tires and $7.8 million related to medium truck tires, resulted from tire manufacturer price increases predominately established during 2011. The combined results of new distribution centers opened since the beginning of 2011 as well as the acquisition of NCT added $46.6 million of incremental costs in the first quarter of 2012. In addition, an increase in comparable tire unit sales across all tire categories contributed $21.7 million, primarily driven by passenger and light truck tires.

Cost of goods sold as a percentage of net sales was 84.3% for the quarter ended March 31, 2012; an increase compared with 83.2% during the quarter ended April 2, 2011. The increase in the cost of goods sold as a percentage of net sales was primarily driven by a lower level of favorable inventory cost layers generated from our passing through manufacturer price increases.

 

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ended March 31, 2012 increased 19.9%, or $19.8 million, compared with the quarter ended April 2, 2011. The increase in selling, general and administrative expenses was primarily related to incremental costs associated with our new distribution centers opened since the beginning of 2011 as well as the acquisition of NCT. Combined, these factors added $8.0 million of incremental costs to the first quarter of 2012, including increased amortization expense of $1.5 million from newly established intangible assets. In addition, we experienced an increase to salaries and wage expense of $4.9 million, primarily due to higher sales volume and related headcount; a $1.6 million increase to vehicle expense due to a higher price per gallon for fuel; as well as a $1.4 million increase in occupancy costs as we expanded several of our distribution centers to better service our existing customers.

Transaction Expenses

Transaction expenses for the quarter ended March 31, 2012 were $0.6 million, which were primarily related to integration costs in association with our acquisition of NCT in April 2011. In addition, we incurred $0.1 million for exit costs associated with our 2011 decision to relocate two existing distribution centers into two expanded distribution centers. During the quarter ended April 2, 2011, transaction expenses of $1.1 million related to the registration of our Senior Secured Notes with the Securities and Exchange Commission as well as acquisition related fees.

Interest Expense

Interest expense for the quarter ended March 31, 2012 increased 1.4% or $0.2 million compared with the quarter ended April 2, 2011. The increase is primarily due to higher debt levels associated with our ABL Facility despite lower average interest rates on the outstanding debt. As a result, we incurred an additional $0.2 million in interest expense during the first quarter of 2012 as compared with the first quarter of 2011. In addition, we recorded $0.2 million during the current period in association with the fair value changes of our interest rate swaps entered into during 2011. The comparable amount recorded in association with these swaps during the quarter ended April 2, 2011 was $0.2 million.

Provision (Benefit) for Income Taxes

Our income tax benefit for the quarter ended March 31, 2012 was $5.5 million, which was based on pre-tax loss of $12.5 million. Our income tax benefit for the quarter ended April 2, 2011 was $4.0 million, which was based on a pre-tax loss of $9.5 million. Our effective tax rate for the quarter ended March 31, 2012 and the quarter ended April 2, 2011 were 43.6% and 42.0%, respectively. The effective tax rate for the quarter ended March 31, 2012 is higher than our statutory tax rate primarily due to higher state income taxes, a result based on our legal entity tax structure. The income tax benefit recorded for the first quarter of 2012 has been computed based on year-to-date amounts and projected results for the full year.

 

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Liquidity and Capital Resources

Overview

The following table contains several key measures to gauge our financial condition and liquidity:

 

In thousands

   March 31,
2012
    December 31,
2011
 

Cash and cash equivalents

   $ 11,376      $ 14,979   

Working capital

     437,061        447,133   

Total debt

     828,556        835,808   

Total stockholders’ equity

     649,409        655,819   

Debt-to-capital ratio

     56.1     56.0

Debt-to-capital ratio = total debt / (total debt plus total stockholders’ equity)

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and income tax rates. Our cash requirements consist primarily of the following:

 

   

Debt service requirements

 

   

Funding of working capital

 

   

Funding of capital expenditures

Our primary sources of liquidity include cash flows from operations and our availability under our ABL Facility. We expect our cash flow from operations, combined with availability under our ABL Facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations and capital spending during the next twelve month period. In addition, we expect our cash flow from operations and our availability under our newly amended ABL Facility, which now matures on June 6, 2016, to continue to provide sufficient liquidity to fund our ongoing obligations, projected working capital requirements, restructuring obligations and capital spending during the foreseeable future.

As a result of the Merger, we are significantly leveraged. Accordingly, our liquidity requirements are significant, primarily due to our debt service requirements. As of March 31, 2012, our total indebtedness is $828.6 million with a debt-to-capital ratio of 56.1%. Cash interest payments for the quarters ended March 31, 2012 and April 2, 2011 amounted to $3.7 million and $3.6 million, respectively. As of March 31, 2012, we have an additional $228.6 million of availability under our ABL Facility. The availability under our ABL Facility is determined in accordance with a borrowing base which can decline due to various factors. Therefore, amounts under our ABL Facility may not be available when we need them.

Our liquidity and our ability to fund our capital requirements is dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control and many of which are described under “Item 1A—Risk Factors” in our most recently filed Annual Report on Form 10-K. If those factors significantly change or other unexpected factors adversely affect us, our business may not generate sufficient cash flow from operations or we may not be able to obtain future financings to meet our liquidity needs. We anticipate that to the extent additional liquidity is necessary to fund our operations, it would be funded through borrowings under our ABL Facility, the incurrence of other indebtedness, additional equity financings or a combination of these potential sources of liquidity. We may not be able to obtain this additional liquidity on terms acceptable to us or at all.

 

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Cash Flows

The following table sets forth the major categories of cash flows:

 

In thousands

   Quarter
Ended
March 31,
2012
    Quarter
Ended
April 2,
2011
 

Cash provided by (used in) operating activities

   $ 13,532      $ (46,915

Cash provided by (used in) investing activities

     (12,816     (5,518

Cash provided by (used in) financing activities

     (4,319     51,826   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (3,603     (607

Cash and cash equivalents - beginning of period

     14,979        11,971   
  

 

 

   

 

 

 

Cash and cash equivalents - end of period

   $ 11,376      $ 11,364   
  

 

 

   

 

 

 

Cash payments for interest

   $ 3,701      $ 3,578   

Cash payments (receipts) for taxes, net

   $ (171   $ 847   

Operating Activities

Net cash provided by operating activities for the quarter ended March 31, 2012 was $13.5 million, of which $2.4 million related to working capital requirements. Inventory increased $21.3 million as a result of stocking two new distribution centers opened during the quarter as well as the normal seasonal build in our inventory. In addition, higher sales volume led to an $11.0 million increase to accounts receivable. However, these amounts were predominantly offset by a $33.9 million increase in accounts payable and accrued expenses primarily associated with the timing of vendor payments.

Net cash used in operating activities for the quarter ended April 2, 2011 was $46.9 million. During the quarter, working capital requirements resulted in a cash outflow of $56.9 million, primarily driven by an increase in inventory of $93.6 million. The increase reflected our decision to increase manufacturer safety stock levels as a result of tight supply levels with most manufacturers, as well as the impact of opening our new and recently acquired distribution centers. In addition, the increase in accounts receivable of $19.6 million reflected higher sales volumes during the quarter ended April 2, 2011. These amounts, however, were partially offset by an increase in accounts payable and accrued expenses associated with the timing of vendor payments and accrued interest on our senior notes, respectively.

Investing Activities

Net cash used in investing activities for the quarter ended March 31, 2012 was $12.8 million, compared with $5.5 million during the quarter ended April 2, 2011. The change was primarily related to an increase in property and equipment purchases. We invested $12.4 million in property and equipment purchases during the quarter ended March 31, 2012, which included information technology upgrades, IT application development and warehouse racking. During the quarter ended April 2, 2011 capital expenditures for property and equipment were $4.9 million. The expenditures included information technology upgrades, IT application development and warehouse racking.

Financing Activities

Net cash used in financing activities for the quarter ended March 31, 2012 was $4.3 million, compared with net cash provided by financing activities of $51.8 million during the quarter ended April 2, 2011. The change was primarily related to lower net borrowings from our ABL Facility due to the reduction in working capital requirements during the current quarter. The change was partially offset by the timing of outstanding checks.

Supplemental Disclosures of Cash Flow Information

Cash payments for interest during the quarter ended March 31, 2012 were $3.7 million, compared with $3.6 million paid during the quarter ended April 2, 2011. The increase is primarily related to higher average debt levels during the quarter ended March 31, 2012.

Cash receipts for taxes during the quarter ended March 31, 2012 were $0.2 million, compared with cash taxes paid of $0.8 million paid during the quarter ended April 2, 2011. The difference between the periods primarily relates to the receipt of $1.2 million related to a federal income tax refund.

 

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Indebtedness

The following table summarizes the Company’s outstanding debt at March 31, 2012:

 

In thousands

  

Matures

  

Interest Rate (1)

   Outstanding
Balance
 

ABL Facility

   2016    2.3%    $ 367,390   

Senior Secured Notes

   2017    9.75      247,516   

Senior Subordinated Notes

   2018    11.50      200,000   

Capital lease obligations

   2012 - 2027    7.1 - 12.3      12,650   

Other

   2014 - 2020    9.0 - 10.6      1,000   
        

 

 

 

Total debt

           828,556   

Less - Current maturities

           (384
        

 

 

 

Long-term debt

         $ 828,172   
        

 

 

 

 

(1) Interest rate for the ABL Facility is the weighted average interest rate at March 31, 2012.

ABL Facility

In connection with the acquisition of Holdings on May 28, 2010, ATDI entered into the Fifth Amended and Restated Credit Agreement, as subsequently amended (“ABL Facility”). The agreement provided for a senior secured asset-backed revolving credit facility of up to $450.0 million (of which up to $50.0 million could have been utilized in the form of commercial and standby letters of credit), subject to borrowing base availability. Provided that no default or event of default was then existing or would arise therefrom, we had the option to request that the ABL Facility be increased by an amount not to exceed $200.0 million, subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. The facility was set to mature on November 28, 2014.

On June 6, 2011, we entered into the Second Amendment to Fifth Amended and Restated Credit Agreement. The second amendment increased the revolving commitments from $450.0 million to $650.0 million, extended the maturity date to June 6, 2016 as well as made certain pricing and other changes to the agreement. We maintain the option to request that the ABL Facility be increased by an amount not to exceed $200 million, subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. At March 31, 2012, we had $367.4 million outstanding under the facility. In addition, we had certain letters of credit outstanding in the aggregate amount of $7.7 million, leaving $228.6 million available for additional borrowings.

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at our 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 March 31, 2012 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 March 31, 2012. The applicable margins under the ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility.

The borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of:

 

   

85% of eligible accounts receivable; plus

 

   

The lesser of (a) 70% of the lesser of cost or fair market value of eligible tire inventory and (b) 85% of the net orderly liquidation value of eligible tire inventory; plus

 

   

The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory and (b) 85% of the net orderly liquidation value of eligible non-tire inventory.

All obligations under the ABL 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. Obligations under the ABL Facility are also secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets, in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions.

The ABL Facility contains customary covenants, including covenants that restricts our 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 our fiscal year. If the

 

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amount available for additional borrowing under the ABL Facility is less than the greater of (a) 12.5% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the borrowing base and (b) $25.0 million, then we would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of March 31, 2012, our additional borrowing availability under the ABL Facility was above the required amount and we were therefore not subject to the additional covenants.

Senior Secured Notes

On May 28, 2010, ATDI issued Senior Secured Notes (“Senior Secured Notes”) due June 1, 2017 in an aggregate principal amount at maturity of $250.0 million. The Senior Secured Notes were issued at a discount from their principal amount at maturity and generated net proceeds of approximately $240.7 million after debt issuance costs (which represents a non-cash financing activity of $9.3 million). The Senior Secured Notes will accrete based on an effective interest rate of 10% to an aggregate accreted value of $250.0 million, the full principal amount at maturity. The Senior Secured Notes bear interest at a fixed rate of 9.75%. 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 are not redeemable, except as described below, at the option of ATDI prior to June 1, 2013. Thereafter, 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.

Until June 1, 2013, ATDI may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Secured Notes issued at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the redemption date, with the net cash proceeds from one or more equity offerings to the extent that such net cash proceeds are received by or contributed to ATDI; provided that:

 

  (1) at least 50% of the sum of the aggregate principal amount of the Senior Secured Notes remains outstanding immediately after the occurrence of such redemption; and

 

  (2) each such redemption occurs within 120 days of the date of the closing of the related equity offering.

In addition, at any time prior to June 1, 2013, ATDI may redeem all or a part of the Senior Secured Notes upon not less than 30 or more than 60 days notice at a redemption price equal to 100.0% of the principal amount of notes to be redeemed, plus the applicable premium (an amount intended to approximate a “make-whole” price based on the price of a U.S. treasury security plus 50 basis points) as of, plus accrued and unpaid interest, to, but not including, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

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 Senior Subordinated Notes due June 1, 2018 (“Senior Subordinated Notes”) in an aggregate principal amount of $200.0 million. The Senior Subordinated Notes bear interest at a fixed rate of 11.50% per annum. Interest on the Senior Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Subordinated Notes are not redeemable, except as described below, at the option of ATDI prior to June 1, 2013. Thereafter, 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.

 

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Table of Contents

Prior to June 1, 2013, ATDI may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes issued at a redemption price equal to 111.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that:

 

  (1) at least 50% of the aggregate principal amount of the Senior Subordinated Notes remains outstanding immediately after the occurrence of such redemption; and

 

  (2) each such redemption occurs within 120 days of the date of the closing of the related equity offering.

In addition, at any time prior to June 1, 2013, ATDI may redeem all or a part of the Senior Subordinated Notes upon not less than 30 or more than 60 days notice at a redemption price equal to 100.0% of the principal amount of notes to be redeemed, plus the applicable premium (an amount intended to approximate a “make-whole” price based on the price of a U.S. treasury security plus 50 basis points) as of, and accrued and unpaid interest, to, but not including, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

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.

Adjusted EBITDA

We report our financial results in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). In addition, we present Adjusted EBITDA as a supplemental financial measure in order to provide a more complete understanding of the factors and trends affecting our business. Adjusted EBITDA is a non-GAAP financial measure that should be considered supplemental to, not a substitute for or superior to, the financial measure calculated in accordance with GAAP. It has limitations in that it does not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. In addition, this measure may not be comparable to non-GAAP financial measures reported by other companies. We believe that Adjusted EBITDA provides important supplemental information to both management and investors regarding financial and business trends used in assessing our financial condition and cash flow. As a result, one should not consider Adjusted EBITDA in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as on a non-GAAP basis, predominantly disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.

The following table shows a reconciliation of Adjusted EBITDA from the most directly comparable GAAP measure, net income (loss) in order to show the differences in these measures of operating performance:

 

In thousands

   Quarter
Ended
March 31,
2012
    Quarter
Ended
April 2,
2011
 

Net income (loss)

   $ (7,077   $ (5,536

Depreciation and amortization

     21,054        18,517   

Interest expense

     16,752        16,527   

Income tax provision (benefit)

     (5,461     (4,006

Management fee

     1,147        722   

Stock-based compensation

     557        615   

Transaction fees

     586        1,062   

Other

     568        487   
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 28,126      $ 28,388   
  

 

 

   

 

 

 

 

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Table of Contents

Off-Balance Sheet Arrangements

We have no significant off balance sheet arrangements, other than liabilities related to leases of Winston Tire Company (“Winston Tire”) that we guaranteed when we sold Winston Tire in 2001. As of March 31, 2012, our total obligations as guarantor on these leases are approximately $3.4 million extending over seven years. However, we have secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rentals of approximately $3.1 million as of March 31, 2012. A provision has been made for the net present value of the estimated shortfall. The accrual for lease liabilities could be materially affected by factors such as the credit worthiness of lessors, assignees and sublessees and our success at negotiating early termination agreements with lessors. These factors are significantly dependent on general economic conditions. While we believe that our current estimates of these liabilities are adequate, it is possible that future events could require significant adjustments to those estimates.

Critical Accounting Polices and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with those accounting principles requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from estimates.

Management believes there have been no significant changes during the three months ended March 31, 2012, to the items that we disclosed as our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011.

Recently Adopted Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).” ASU No. 2011-04 represents converged guidance between U.S. GAAP and IFRS resulting in a consistent definition of fair value as well as provides common requirements for measuring fair value and disclosing information about fair value measurements. This new guidance is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. We adopted this guidance on January 1, 2012 and its adoption did not significantly impact our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 requires us to present the components of other comprehensive income and of net income in one continuous statement of comprehensive income, or in two separate, but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The option to report other comprehensive income within the statement of equity has been removed. This new presentation is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. The revised presentation requirements are reflected in our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, “Testing for Goodwill Impairment” which amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow a company the option to first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance will be effective for fiscal years beginning after December 15, 2011, with early adoption permitted. We adopted this guidance on January 1, 2012; however, we perform our annual impairment test in the fourth quarter and do not expect the adoption of this ASU to significantly impact our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU No. 2011-12 revises ASU No. 2011-05 to defer the presentation in the financial statements of reclassifications out of accumulated other comprehensive income for annual and interim financial statements. The deferral is effective for fiscal years beginning after December 15, 2011 and subsequent interim periods. We adopted this guidance on January 1, 2012. The revised presentation requirements are reflected in our consolidated financial statements.

 

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Cautionary Statements on Forward-Looking Information

This Form 10-Q, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements relating to our business and financial outlook that are based on our current expectations, estimates, forecasts and projections. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or other comparable terminology.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions. Actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any such statement to reflect new information, or the occurrence of future events or changes in circumstances, after we distribute this Form 10-Q, except as required by the federal securities laws. Many factors could cause actual results to differ materially from those indicated by the forward-looking statements or could contribute to such differences including:

 

   

general business and economic conditions in the United States and other countries, including uncertainty as to changes and trends;

 

   

our ability to develop and implement the operational and financial systems needed to manage our operations;

 

   

our ability to execute key strategies, including pursuing acquisitions and successfully integrating and operating acquired companies;

 

   

the ability of our customers and suppliers to obtain financing related to funding their operations in the current economic market;

 

   

the financial condition of our customers, many of which are small businesses with limited financial resources;

 

   

changing relationships with customers, suppliers and strategic partners;

 

   

changes in state or federal laws or regulations affecting the tire industry;

 

   

impacts of competitive products and changes to the competitive environment;

 

   

acceptance of new products in the market; and

 

   

unanticipated expenditures.

Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in the “Risk Factors” section of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. These risks are not the only risks and uncertainties facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our ABL Facility is exposed to fluctuations in interest rates which could impact our results of operations and financial condition. Interest on the ABL Facility is tied to Base Rate, as defined, or LIBOR. At March 31, 2012, we had $367.4 million outstanding under our ABL Facility subject to interest rate changes.

To manage this exposure, we use interest rate swap agreements in order to hedge the changes in our variable interest rate debt. Interest rate swap agreements utilized by us in our hedging programs are viewed as risk management tools, involve little complexity and are not used for trading or speculative purposes. To minimize the risk of counterparty non-performance, interest rate swap agreements are made only through major financial institutions with significant experience in such instruments.

At March 31, 2012, $217.4 million of the outstanding balance of our ABL Facility is not hedged by an interest rate swap agreement and thus subject to interest rate changes. Based on this amount, a hypothetical increase of 1% in such interest rate percentages would result in an increase to our annual interest expense by $2.2 million.

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

 

  (a) We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

  (b) As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2012, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are, however, currently implementing a conversion of our legacy computer system to Oracle. We believe we are maintaining and monitoring appropriate internal controls during the implementation period.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

We are involved from time to time in various lawsuits, including alleged class action lawsuits arising out of the ordinary conduct of our business. Although no assurances can be given, we do not expect that any of these matters will have a material adverse effect on our business or financial condition. We are also involved in various litigation proceedings incidental to the ordinary course of our business. We believe, based on consultation with legal counsel, that none of these will have a material adverse effect on our financial condition or results of operations.

 

Item 1A. Risk Factors.

There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 6. Exhibits.

 

  31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

  31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

  32.1 Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Statement of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

 

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SIGNATURES

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

 

Date: May 14, 2012     AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
    By:  

/s/    JASON T. YAUDES        

      Jason T. Yaudes
     

Executive Vice President and

Chief Financial Officer

      (On behalf of the registrant and as Principal Financial Officer)

 

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