November 20, 2012 / 9:25 PM / in 5 years

TEXT - S&P cuts American Tire Distributors Inc to 'B'

     -- The company continues to expand: net sales grew 10% in the third 
quarter, compared with the same quarter a year ago, due to new distributions 
centers, acquisitions, and higher tire pricing.
     -- The company's expansion has led to a significant (and we think 
sustained) increase in leverage that falls outside our expectations for the 
'B+' rating. 
     -- Consequently, we are lowering the corporate credit rating on American 
Tire Distributors to 'B' from 'B+'. The outlook is stable.
     -- We are also lowering the rating on the company's senior secured notes 
to 'CCC+' from 'B-'. The recovery rating on this debt remains '6'.

Rating Action
On Nov. 20, 2012, Standard & Poor's Ratings Services lowered its corporate 
credit rating on Huntersville, N.C.-based American Tire Distributors Inc. 
(ATD) to 'B' from 'B+'. The outlook is stable. 

At the same time, we lowered the rating on the company's senior secured notes 
to 'CCC+', two notches below the corporate credit rating, from 'B-'. The 
recovery rating on this debt remains '6', indicating our expectation of 
negligible recovery (0%-10%) for noteholders in the event of default.

The downgrade reflects Standard & Poor's view that ATD's leverage falls 
outside our expectation for the 'B+' corporate credit rating--and will 
continue to do so given ample expansion opportunities in this fragmented 
industry. We view the company's financial risk profile as "highly leveraged" 
under our criteria, and we expect ATD's leverage to remain about 6x by the end 
of the year. 

We view ATD's business risk as "weak," reflecting its limited geographical 
diversity, fierce competitive landscape, and narrow scope of operations. 
Still, at the same time, we believe the company's relative size advantage 
allows it to carry the industry's broadest product line, deliver items more 
efficiently than its competitors, and spend less, as a percentage of sales, 
than its competitors to invest in information systems. In addition, although 
ATD sells economy-brand tires, the company's sales mix is focused on 
high-margin products such as high- and ultra-high-performance tires, flag 
brands, and large-rim-diameter products.

Private-equity company TPG Capital L.P. acquired privately held ATD in 2010. 
ATD is the largest wholesale distributor of passenger-car and light-truck 
tires to the $32 billion U.S. replacement tire market. It operates 102 
distribution centers, serving about 60,000 customers. Most are independent 
tire dealers, which make up the largest channel for replacement tire sales. 
The only tire distributor with a national presence, the company competes in 
the Southeast, Mid-Atlantic, Midwest, West, Southwest, and in the Northeast. 
However, because the market is highly fragmented, ATD's national market share 
is only about 10%. No one customer accounts for more than 2% of sales, which 
reduces customer credit risk exposure.

A key dimension of ATD's strategy is to expand geographically by making 
acquisitions. Additionally, we believe the company takes advantage of 
acquisition opportunities to saturate its current markets. ATD has also been 
increasing sales by penetrating the auto dealership sales channel. It also has 
been focusing directly on consumers through its Web site, which 
shows a wide range of products, enables consumers to locate nearby tire 
retailers in ATD's network, and provides the total cost of the purchase, 
including installation fees.

We believe the company's business strategy should continue to increase 
profitability and deliver fairly stable operating performance. In the third 
quarter of 2012, the company generated $915 million in revenue, up 10.2% from 
the same period one year ago. The opening of new distribution centers and the 
acquisition of Consolidated Tire & Oil and North Central Tire contributed 
$41.9 million to sales in the quarter and net pricing contributed $37.2 
million. ATD's gross margin in the third quarter was 16.3%, up slightly 
compared with a third-quarter gross margin of 16% a year ago, mostly because 
of better price mix. Operating income in the quarter was $19.6 million, 
compared with $20.2 million in the same quarter of 2011. 

For the 12 months ended Sept. 29, 2012, adjusted EBITDA was $173.3 million, 
compared with adjusted EBITDA of $168.6 million a year ago. The adjusted 
EBITDA margin was down to 5.1%, compared with 5.9% one year ago. Adjusted debt 
to EBITDA was higher at 6.8x, compared with 6.4x one year ago, but we expect 
increasing EBITDA to result in adjusted debt to EBITDA to about 6x by the end 
of 2012. 

We believe ATD has adequate sources of liquidity to cover its needs in the 
near term, even in the event of an unforeseen EBITDA decline. Our assessment 
of the company's liquidity incorporates the following expectations and 

     -- We expect ATD's sources of liquidity, including cash and facility 
availability, to exceed uses by 1.2x or more over the next 12 to 18 months.
     -- We expect net sources to remain positive, even if EBITDA declines more 
than 15%.
     -- Because of ATD's good conversion of EBITDA to discretionary cash flow, 
we believe it could absorb low-probability, high-impact shocks.

Liquidity sources as of Sept. 29, 2012, include cash and equivalents of $14.8 
million and availability of $179.7 million under the company's $650 million 
asset-backed revolving credit facility, which is subject to a borrowing base. 
The facility expires on June 6, 2016. Peak borrowing needs typically occur in 
the first half of the year because of seasonal demand fluctuations. 

Because ATD is a distributor, its capital expenditures are minimal (currently 
about 1% of annual revenue) in our opinion, but working capital investment can 
be a significant use of cash seasonally, as can growth. We expect the company 
to generate positive free cash flow in 2013. Debt maturities are limited in 
the next few years; $250 million in 9.75% senior secured notes are due 2017, 
and $200 million in 11.5% senior subordinated notes are due in 2018.

Recovery analysis
For the complete recovery analysis, please see Standard & Poor's upcoming 
recovery report on American Tire Distributors Inc., to be published on 

Our stable outlook on ATD reflects the likelihood that the company will 
maintain credit measures in line with the new rating: namely, adjusted 
leverage between 5x and 6x. We do not expect the company to generate positive 
free cash flow in 2012 in part because of rising working capital requirements 
related to its geographic expansion. Our view of free cash flow in 2013 is 
based upon the assumption that the private equity owners will manage growth to 
prevent further increases in debt.

We could raise the rating if the economy continues to grow and the company 
slows the pace of its greenfields and acquisitions, thereby allowing the 
benefits of its expansion to be reflected in its credit measures. 
Specifically, we expect that the company would bring adjusted leverage to 5x 
or less due to better-than-expected EBITDA, and generate sustained positive 
free cash flow. We are, however, unlikely to raise the rating above 'B+', 
given the private-equity ownership and potential for an eventual 
recapitalization or sale to another financial sponsor.

We could lower the rating if ATD's profitability worsens because of rising 
costs and declining demand for replacement tires, and if we believe leverage 
could move significantly above 6x. This could occur if revenue in 2013 fell 
more than 5% and gross margins moved below 16%. We could also lower the rating 
if ATD substantially increased the pace of its debt-financed expansion and 
generated significant negative free cash flow.

Related Criteria And Research
     -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
     -- Methodology And Assumptions: Liquidity Descriptors For Global 
Corporate Issuers, Sept. 28, 2011
     -- Criteria Guidelines For Recovery Ratings, Aug. 10, 2009
     -- Key Credit Factors: Business And Financial Risks In The Auto Component 
Suppliers Industry, Jan. 28, 2009
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008
Ratings List
                            To              From
American Tire Distributors Inc.
 Corporate credit rating    B/Stable/--     B+/Stable/--
 Senior secured             CCC+            B-
   Recovery rating          6               6
0 : 0
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