8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: November 30, 2012

(Date of earliest event reported)

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-124878	59-3796143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina

(Address of principal executive offices)

28078

(Zip Code)

(704) 992-2000

Registrant’s telephone number, including area code:

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 5, 2012, American Tire Distributors Holdings, Inc. (“Holdings”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (“December 8-K”) to report the acquisition of Triwest Trading (Canada) Ltd. (“Triwest”) by ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly-formed direct wholly-owned Canadian subsidiary of American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of Holdings. Triwest (dba: TriCan Tire Distributors) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada. This Form 8-K/A amends the December 8-K to include the financial information required by Item 9.01 of Form 8-K. The information previously reported in the December 8-K is hereby incorporated by reference into this Form 8-K/A.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

(i) The audited balance sheets of Triwest as of December 31, 2011, December 31, 2010 and January 1, 2010 and December 31, 2009, the related statements of income, retained earnings and cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, the notes thereto and the related auditor’s report of Kouri Berezan Heinrichs, Chartered Accountants, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(ii) The unaudited balance sheets of Triwest as of September 30, 2012 and December 31, 2011, the related statements of income for the nine months ended September 30, 2012 and September 30, 2011, the statement of retained earnings for the nine month period ended September 30, 2012, the statements of cash flows for the nine months ended September 30, 2012 and September 30, 2011 and the notes thereto are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The following information is attached hereto as Exhibit 99.4 and incorporated herein by reference:

(i) Unaudited Pro Forma Condensed Combined Balance Sheet as of September 29, 2012.

(ii) Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 29, 2012.

(iii) Unaudited Pro Forma Condensed Combined Statement of Operations for the Fiscal Year Ended December 31, 2011.

(iv) Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Kouri Berezan Heinrichs, Chartered Accountants for Triwest (Filed herewith).
99.1	Press Release, dated November 30, 2012 (Incorporated by reference to Holdings Form 8-K, filed on December 5, 2012).
99.2	The audited balance sheets of Triwest as of December 31, 2011, December 31, 2010 and January 1, 2010 and December 31, 2009 and the related statements of income, retained earnings and cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 (Filed herewith).
99.3	The unaudited balance sheets of Triwest as of September 30, 2012 and December 31, 2011 and the related statements of income for the nine months ended September 30, 2012 and September 30, 2011, the statement of retained earnings for the nine month period ended September 30, 2012 and the statements of cash flows for the nine months ended September 30, 2012 and September 30, 2011 (Filed herewith).
99.4	Unaudited Pro Forma Condensed Combined Financial Statements (Filed herewith).

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 hereunto duly authorized.

	AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. (Registrant)
January 7, 2013	By:	/s/ JASON T. YAUDES
	Name:	Jason T. Yaudes
	Title:	Executive Vice President and Chief Financial Officer

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Form 8-K/A of American Tire Distributors Holdings, Inc. of our auditor’s report dated January 7, 2013, relating to our audit of the financial statements of Triwest Trading (Canada) Ltd. for the years ended December 31, 2011, 2010 and 2009.

/s/ Kouri Berezan Heinrichs Chartered Accountants

Edmonton, Alberta

January 7, 2013

EX-99.2

Exhibit 99.2

TRIWEST TRADING (CANADA) LTD.

Financial Statements

Years Ended December 31, 2011, 2010 and 2009

INDEPENDENT AUDITOR’S REPORT

To the Shareholder of Triwest Trading (Canada) Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of Triwest Trading (Canada) Ltd., which comprise the balance sheets as at December 31, 2011, December 31, 2010 and January 1, 2010 and the statements of income, retained earnings and cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Triwest Trading (Canada) Ltd. as at December 31, 2011, December 31, 2010 and January 1, 2010, and the results of its operations and its cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 in accordance with Canadian accounting standards for private enterprises.

/s/ Kouri Berezan Heinrichs
Edmonton, Alberta
January 7, 2013	Chartered Accountants

TRIWEST TRADING (CANADA) LTD.

Balance Sheet

December 31, 2011

(In Canadian Dollars)

	December 31, 2011		December 31, 2010		January 1, 2010 and December 31, 2009
ASSETS
CURRENT:
Accounts receivable (Note 4)	$	23,098,940	$	19,751,076	$	16,452,887
Inventory		38,396,801		26,537,290		17,475,387
Prepaid expenses and sundry assets		371,507		318,607		214,964
		61,867,248		46,606,973		34,143,238
PROPERTY, PLANT AND EQUIPMENT (Note 5)		1,042,459		694,735		568,798
LONG TERM INVESTMENTS (Note 6)		53,631		53,631		53,631
	$	62,963,338	$	47,355,339	$	34,765,667
LIABILITIES
CURRENT:
Bank indebtedness (Note 7)	$	12,930,771	$	9,047,206	$	3,756,128
Accounts payable and accrued liabilities		22,105,364		18,482,230		14,866,476
Income taxes payable		860,052		645,025		1,528,049
Current portion of long term debt (Note 8)		613,307		600,000		600,000
Current portion of promissory note (Note 10)		—		381,465		381,465
		36,509,494		29,155,926		21,132,118
LONG TERM DEBT (Note 8)		1,004,665		1,500,000		2,100,000
DUE TO SHAREHOLDER (Note 9)		19,448,580		11,868,580		7,410,925
PROMISSORY NOTE (Note 10)		—		—		381,465
		20,453,245		13,368,580		9,892,390
		56,962,739		42,524,506		31,024,508
SHAREHOLDER’S EQUITY
Share capital (Note 11)		100		100		100
Retained earnings		6,000,499		4,830,733		3,741,059
		6,000,599		4,830,833		3,741,159
	$	62,963,338	$	47,355,339	$	34,765,667

CONTINGENT LIABILITY (Note 12)        LEASE COMMITMENTS (Note 13)        SUBSEQUENT EVENTS (Note 14)

3

TRIWEST TRADING (CANADA) LTD.

Statements of Income

Years Ended December 31, 2011, 2010 and 2009

(In Canadian Dollars)

	2011		2010		2009
SALES	$	181,777,897	$	138,411,203	$	102,100,454
COST OF SALES		147,632,991		112,834,960		83,641,770
GROSS PROFIT		34,144,906		25,576,243		18,458,684
EXPENSES
Advertising and promotion		325,299		215,957		189,759
Amortization		298,721		212,709		184,493
Automotive		370,820		328,302		332,735
Bad debts		348,494		789,716		535,280
Business taxes, licenses and memberships		295,279		279,564		237,853
Insurance		324,899		291,493		225,974
Interest and bank charges (Note 9)		2,519,749		1,038,512		607,357
Interest on long term debt		269,869		369,425		182,502
Office		538,943		623,912		441,156
Professional fees		78,238		51,964		105,383
Rent		3,797,834		2,986,407		1,998,584
Repairs and maintenance		336,782		222,964		183,107
Salaries and benefits		11,491,002		9,157,519		6,365,256
Shipping and warehouse		263,278		179,543		138,473
Sub-contracts		84,371		30,328		61,245
Travel		927,025		509,164		717,966
Utilities		578,217		510,947		393,854
		22,848,820		17,798,426		12,900,977
INCOME FROM OPERATIONS		11,296,086		7,777,817		5,557,707
OTHER INCOME
Gain (loss) on disposal of equipment		2,171		175		(3,730	)
INCOME BEFORE INCOME TAXES		11,298,257		7,777,992		5,553,977
INCOME TAX EXPENSE		3,128,491		2,288,318		1,608,616
NET INCOME	$	8,169,766	$	5,489,674	$	3,945,361

4

TRIWEST TRADING (CANADA) LTD.

Statement of Retained Earnings

Years ended December 31, 2011, 2010 and 2009

(In Canadian Dollars)

	2011			2010			2009
RETAINED EARNINGS - BEGINNING OF YEAR	$	4,830,733		$	3,741,059		$	2,795,698
NET INCOME FOR THE YEAR		8,169,766			5,489,674			3,945,361
		13,000,499			9,230,733			6,741,059
DIVIDENDS		(7,000,000	)		(4,400,000	)		(3,000,000	)
RETAINED EARNINGS - END OF YEAR	$	6,000,499		$	4,830,733		$	3,741,059

5

TRIWEST TRADING (CANADA) LTD.

Statements of Cash Flows

Years Ended December 31, 2011, 2010 and 2009

(In Canadian Dollars)

	2011			2010			2009
OPERATING ACTIVITIES
Net income	$	8,169,766		$	5,489,674		$	3,945,361
Items not affecting cash:
Amortization		298,721			212,709			184,493
Loss (gain) on disposal of equipment		(2,171	)		(175	)		3,730
		8,466,316			5,702,208			4,133,584
Changes in non-cash working capital
Accounts receivable		(3,347,864	)		(3,298,189	)		(6,931,196	)
Inventory		(11,859,511	)		(9,061,903	)		(7,133,290	)
Accounts payable and accrued liabilities		3,623,132			3,615,754			6,239,274
Income taxes		215,027			(883,024	)		919,165
Prepaid expenses and sundry assets		(52,900	)		(103,643	)		(132,028	)
		(11,422,116	)		(9,731,005	)		(7,038,075	)
Cash flow used by operating activities		(2,955,800	)		(4,028,797	)		(2,904,491	)
INVESTING ACTIVITIES
Purchase of equipment		(670,573	)		(346,347	)		(400,606	)
Proceeds on disposal of equipment		26,301			7,875			9,924
Cash flow used by investing activities		(644,272	)		(338,472	)		(390,682	)
FINANCING ACTIVITIES
Dividends paid		(7,000,000	)		(4,400,000	)		(3,000,000	)
Bank indebtedness		3,883,565			5,291,078			(906,753	)
Advances from shareholder		7,580,000			4,457,656			4,828,391
Proceeds from long term financing		121,136			—			3,000,000
Repayment of long term debt		(603,164	)		(600,000	)		(300,000	)
Repayment of promissory note		(381,465	)		(381,465	)		(326,465	)
Cash flow from financing activities		3,600,072			4,367,269			3,295,173
INCREASE IN CASH FLOW		—			—			—
Cash - beginning of year		—			—			—
CASH - END OF YEAR	$	—		$	—		$	—

6

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises.

Measurement uncertainty

The financial statements have been prepared by management in accordance with Canadian accounting standards for private enterprises. The precise value of many assets and liabilities is dependent on future events. As a result, the preparation of financial statements for a period involves the use of approximations which have been made using careful judgment. Actual results could differ from those approximations. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.

Financial instruments

Measurement of financial instruments

The entity initially measures its financial assets and liabilities at fair value, except for certain non arm’s length transactions. The entity subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include accounts receivable and long term investments. Financial liabilities measured at amortized cost include the bank indebtedness, accounts payable and accrued liabilities, long term debt, promissory note and due to shareholder.

Impairment

Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income.

Transaction costs

The entity recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

Inventory

Inventory is valued at the lower of cost and net realizable value with cost being determined on the first in first out cost basis.

Supplier rebates and discounts are recognized when the vendor has applied them to the company’s account.

(continues)

7

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated amortization. Property, plant and equipment are amortized over their estimated useful lives at the following rates and methods:

Warehouse equipment	20	%	declining balance method
Motor vehicles	30	%	declining balance method
Computer equipment	30	%	declining balance method
Office equipment	20	%	declining balance method
Leasehold improvements	5 years		straight line method

Long term investments

Long term investments are stated at cost. The investments are reduced to reflect any permanent impairment in value.

Future income taxes

Income taxes are reported using the future income tax method. Current income tax expense is the estimated income taxes payable for the current year after any refunds or the use of losses incurred in previous years. Future income taxes reflect:

• the temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the amounts used for tax purposes;

• the benefit of unutilized tax losses that will more likely than not be realized and carried forward to future years to reduce income taxes.

Future income taxes are estimated using the rates enacted by tax law and those substantively enacted for the years in which future income tax assets are likely to be realized, or future income tax liabilities settled. The effect of a change in tax rates on future income tax assets and liabilities is included in earnings in the period when the change is substantively enacted.

Foreign currency translation

Assets, liabilities, revenues and expenses have been translated to the currency of Canada using the following exchange rates:

i. Cash, accounts receivable and accounts payable and accrued liabilities - at the rate in effect on the balance sheet date;

ii. Inventory - at the average rate in effect during the period; and

iii. Revenues and expenses - at the average rate in effect during the period.

Gains and losses on translation are included in income.

(continues)

8

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

Sales are recognized when the products are shipped and title passes to the customer.

2. FIRST TIME ADOPTION OF CANADIAN ACCOUNTING STANDARDS FOR PRIVATE ENTERPRISES

During the year the company adopted Canadian accounting standards for private enterprises. These financial statements are the first prepared in accordance with these standards. The adoption of these standards did not require restatement of the balance sheet, income statement or opening retained earnings as there were no accounting changes.

3. FINANCIAL INSTRUMENTS

The company is exposed to various risks through its financial instruments. The following analysis provides a measure of the company’s risk exposure and concentrations at the balance sheet date.

Credit Risk

Credit risk arises from the potential that a counter party will fail to perform its obligations. The company is exposed to credit risk from customers. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The company has a significant number of customers which minimizes concentration of credit risk.

Currency Risk

Currency risk is the risk to the company’s earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates. The company is exposed to foreign currency exchange risks on cash and accounts payable held in U.S. dollars because it purchases inventory in U.S. dollars. This risk is mitigated by the company maintaining a U.S. dollar bank account and purchasing futures regarding U.S. cash.

Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. In seeking to minimize the risks from interest rate fluctuations, the company manages exposure through its normal operating and financing activities. The company is exposed to interest rate risk primarily through fluctuations in the bank’s prime rate on its operating line of credit as reported in Note 7.

Commodity Risk

The company is exposed to fluctuations in commodity prices for fuel and oil which impact freight costs. Commodity prices are affected by many factors including supply, demand and the Canadian to U.S. dollar exchange rate. The company had no financial hedges or price commodity contracts in place at year end.

(continues)

9

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

3. FINANCIAL INSTRUMENTS (continued)

Liquidity Risk

The company’s exposure to liquidity risk is dependent on the sale of inventory, collection of accounts receivable, purchasing commitments and obligations or raising of funds to meet commitments and sustain operations. The company controls liquidity risk by management of working capital, cash flows and the availability of borrowing facilities.

4. ACCOUNTS RECEIVABLE

	2011			2010			2009
Accounts receivable	$	24,415,820		$	21,117,246		$	17,272,544
Allowance for doubtful accounts		(1,316,880	)		(1,366,170	)		(819,657	)
	$	23,098,940		$	19,751,076		$	16,452,887

5. PROPERTY, PLANT AND EQUIPMENT

	Cost		Accumulated amortization		2011 net book value
Warehouse equipment	$	1,052,357	$	421,160	$	631,197
Motor vehicles		285,411		209,002		76,409
Computer equipment		650,747		548,158		102,589
Office equipment		163,986		116,076		47,910
Leasehold improvements		301,877		117,523		184,354
	$	2,454,378	$	1,411,919	$	1,042,459

	Cost		Accumulated amortization		2010 net book value
Warehouse equipment	$	707,357	$	266,881	$	440,476
Motor vehicles		236,582		180,920		55,662
Computer equipment		602,135		504,186		97,949
Office equipment		138,972		104,098		34,874
Leasehold improvements		132,473		66,699		65,774
	$	1,817,519	$	1,122,784	$	694,735

(continues)

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TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

5. PROPERTY, PLANT AND EQUIPMENT (continued)

	Cost		Accumulated amortization		2009 net book value
Warehouse equipment	$	444,921	$	159,070	$	285,851
Motor vehicles		224,832		157,063		67,769
Computer equipment		601,059		462,209		138,850
Office equipment		118,841		95,378		23,463
Leasehold improvements		93,070		40,205		52,865
	$	1,482,723	$	913,925	$	568,798

6. LONG TERM INVESTMENTS

The investment consists of shares and debentures in a U.S. private company which acts as a buying group for the purchase of tires by wholesale distributors. The investment does not represent a significant influence in the company and accordingly is recorded at cost. Interest is paid annually on the debentures at a rate of 9%. The purchase of the debenture is a requirement of utilizing the purchasing services of the buying group. The debentures are redeemable at the option of the issuer at any time at an amount equal to the issue price plus any accrued interest. No changes in the investment occurred during the year and the current market value is unavailable.

7. BANK INDEBTEDNESS

The company has an authorized line of credit in the amount of $25,000,000 (2010 - $20,000,000 and 2009 - $10,000,000) renewed annually. The line of credit bears interest at bank prime rate plus 1.25%, is secured by a general security agreement, a general assignment of book debts, inventory, assignment of insurance and assignments and postponements by Fab Five Ltd., 1274942 Alberta Ltd. and 1279156 Alberta Inc.

The company is required to meet certain financial covenants under its lending agreement with the bank. The company is in compliance with these covenants.

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TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

8. LONG TERM DEBT

	2011			2010			2009
BDC loan, bearing interest at 14.7% per annum, payable in monthly payments of $50,000 plus interest, due May 15, 2014	$	1,500,000		$	2,100,000		$	2,700,000
Morguard Investments loan, bearing interest at 8% per annum, payable in monthly blended payments of $1,855, due November 1, 2018, secured by specific equipment with a net book value of $85,760		117,972			—			—
		1,617,972			2,100,000			2,700,000
Amounts payable within one year		(613,307	)		(600,000	)		(600,000	)
	$	1,004,665		$	1,500,000		$	2,100,000

Principal repayment terms are approximately:

2012	$	613,307
2013		614,411
2014		315,607
2015		16,902
2016		18,305
Thereafter		39,440
	$	1,617,972

The BDC loan is secured by a general security agreement, an assignment and postponement of loans to the shareholder, personal guarantees from two directors for the full amount of the loan, an assignment of a life insurance policy on one of the directors and an assignment of all after acquired intangible and tangible assets relating to the company’s operations in the province of Quebec. The guarantees are provided without charge.

The company is required to meet certain financial covenants under its lending agreement with the BDC. The company was in compliance with these covenants.

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TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

9. DUE TO SHAREHOLDER

The amount due to shareholder bears interest at 12% per annum, has no fixed terms of repayment and is unsecured. The shareholder has agreed to provide twelve months written notice prior to calling the loan balance, and accordingly all has been classified as long term. During the year interest was paid on the shareholder loan in the amount of $2,133,220 (2010 - $1,022,894 and 2009 - $505,438).

10. PROMISSORY NOTE

The promissory note is non-interest bearing and is secured by a general security agreement covering all of the assets of the company. The balance was repaid in 2011.

11. SHARE CAPITAL

Authorized:
Unlimited	Common voting shares
Unlimited	Non-voting, redeemable, retractable preferred shares

Issued		2011		2010		2009
10,000	Common shares	$	100	$	100	$	100

12. CONTINGENT LIABILITY

The bank provides letters of credit to guarantee the vendor payables for imported inventory. These letters of credit are limited to $4,000,000 and are secured by the same items listed in Note 7. As of December 31, 2011 the company has utilized $361,527 (2010 - $92,854 and 2009 - $290,140) of the available limit.

13. LEASE COMMITMENTS

The company has several long term leases with respect to its premises. The leases contain renewal options and provide for payment of utilities, property taxes and maintenance costs. Future minimum lease payments as at December 31, 2011 are as follows:

2012	$	2,470,797
2013		2,381,098
2014		2,297,746
2015		2,136,780
2016		1,249,699
Thereafter		2,231,858
	$	12,767,978

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TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

Year Ended December 31, 2011

14. SUBSEQUENT EVENTS

Subsequent to year end the company finalized a lease agreement with a company related through common ownership. The company has agreed to lease premises in Quebec City for monthly payments of $24,250 plus operating costs and relevant sales tax until June 30, 2015 and then $27,556 plus operating costs and relevant sales tax until the expiry of the agreement on June 30, 2020. This lease is not reflected in Note 13 above.

On November 20, 2012, the company’s term loan with BDC as described in Note 8 was paid in full. The principal outstanding on that date was $950,000 and bonus interest and early payout penalty paid in accordance with the terms of the loan was $839,807.

On November 30, 2012, the common shares of the company were purchased by ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly formed direct wholly-owned Canadian subsidiary of American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc. (“Holdings”). Proceeds of the sale included payment of all shareholder loans.

In connection with the acquisition on November 30, 2012, Holdings amended and restated its credit facility (as amended and restated, the “Sixth Amended and Restated Credit Agreement”) in order to provide for borrowings under the agreement by Canada Acquisition (the “Canadian Tranche”). The Canadian Tranche provides for revolving loans available only to Canada Acquisition in an aggregate amount equal to $60.0 million, subject to a Canadian borrowing base. The maturity date for the Canadian Tranche is November 16, 2017 or March 1, 2017 as determined by the outstanding aggregate principal amount of ATDI’s Senior Secured Notes on March 1, 2017. Holdings is a guarantor of Canada Acquisition’s obligations under the Canadian Tranche.

On November 30, 2012 the company ended its distribution relationship with one of its suppliers and paid all obligations due to the supplier totaling approximately $4.8 million.

15. RELATED PARTY TRANSACTIONS

Included in cost of sales is $3,686,543 (2010 - $nil and 2009 - $nil) of freight expense to a related company. Of this amount, $447,784 is included in accounts payable and accrued liabilities. This company is related by virtue of common shareholders. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

16. COMPARATIVE FIGURES

Some of the comparative figures have been reclassified to conform to the current year presentation

14

EX-99.3

Exhibit 99.3

TRIWEST TRADING (CANADA) LTD.

INDEX TO UNAUDITED FINANCIAL STATEMENTS

	Page
Balance Sheets as of September 30, 2012 and December 31, 2011		2
Statements of Income for the nine months ended September 30, 2012 and September 30, 2011		3
Statement of Retained Earnings for the nine month period ended September 30, 2012		4
Statements of Cash Flows for the nine months ended September 30, 2012 and September 30, 2011		5
Notes to Financial Statements		6

1

TRIWEST TRADING (CANADA) LTD.

Balance Sheets

(In Canadian Dollars)

(Unaudited)

	September 30, 2012		December 31, 2011
ASSETS
CURRENT:
Accounts receivable (Note 3)	$	24,089,088	$	23,098,940
Inventory		72,690,650		38,396,801
Prepaid expenses and sundry assets		750,000		371,507
		97,529,738		61,867,248
PROPERTY, PLANT AND EQUIPMENT (Note 4)		1,241,678		1,042,459
LONG TERM INVESTMENTS (Note 5)		53,631		53,631
	$	98,825,047	$	62,963,338
LIABILITIES
CURRENT:
Bank indebtedness (Note 6)	$	17,774,320	$	12,930,771
Accounts payable and accrued liabilities		48,551,377		22,105,364
Income taxes payable		154,140		860,052
Current portion of long term debt (Note 7)		600,000		613,307
		67,079,837		36,509,494
LONG TERM DEBT (Note 7)		450,000		1,004,665
DUE TO SHAREHOLDER (Note 8)		18,868,580		19,448,580
		19,318,580		20,453,245
		86,398,417		56,962,739
SHAREHOLDER’S EQUITY
Share capital (Note 9)		100		100
Retained earnings		12,426,530		6,000,499
		12,426,630		6,000,599
	$	98,825,047	$	62,963,338

CONTINGENT LIABILITY (Note 10)

LEASE COMMITMENTS (Note 11)

SUBSEQUENT EVENTS (Note 13)

2

TRIWEST TRADING (CANADA) LTD.

Statements of Income

(In Canadian Dollars)

(Unaudited)

	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
SALES	$	122,293,422		$	108,962,669
COST OF SALES		97,352,124			88,296,456
GROSS PROFIT		24,941,298			20,666,213
EXPENSES
Advertising and promotion		291,665			167,219
Amortization		231,413			163,318
Automotive		243,596			268,628
Bad Debts		(291,836	)		70,384
Business taxes, licenses and memberships		202,610			239,102
Insurance		225,347			235,173
Interest and bank charges (Note 8)		2,069,602			1,496,431
Interest on long term debt		4,611			—
Office		402,567			385,276
Professional fees		55,442			25,418
Rent		3,068,723			2,811,932
Repairs and maintenance		225,626			235,003
Salaries and benefits		7,951,347			6,849,156
Shipping and warehouse		164,885			175,710
Sub-contracts		75,343			47,534
Travel		680,972			581,834
Utilities		435,991			424,424
		16,037,904			14,176,542
INCOME FROM OPERATIONS		8,903,394			6,489,671
OTHER INCOME
Gain (loss) on disposal of equipment		22,127			(122	)
INCOME BEFORE INCOME TAXES		8,925,521			6,489,549
INCOME TAX EXPENSE		2,499,490			1,819,809
NET INCOME	$	6,426,031		$	4,669,740

3

TRIWEST TRADING (CANADA) LTD.

Statement of Retained Earnings

(In Canadian Dollars)

(Unaudited)

	2012
RETAINED EARNINGS - DECEMBER 31, 2011	$	6,000,499
NET INCOME FOR THE NINE MONTHS OF 2012		6,426,031
		12,426,530
DIVIDENDS		—
RETAINED EARNINGS - SEPTEMBER 30, 2012	$	12,426,530

4

TRIWEST TRADING (CANADA) LTD.

Statements of Cash Flows

(In Canadian Dollars)

(Unaudited)

	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
OPERATING ACTIVITIES
Net income	$	6,426,031		$	4,669,740
Items not affecting cash:
Amortization		231,413			163,318
(Gain) loss on disposal of equipment		(22,127	)		122
		6,635,317			4,833,180
Changes in non-cash working capital
Accounts receivable		(990,148	)		(3,284,955	)
Inventory		(34,293,849	)		(35,588,117	)
Accounts payable and accrued liabilities		26,446,013			27,128,041
Income taxes		(705,912	)		(521,987	)
Prepaid expenses and sundry assets		(378,494	)		(78,955	)
		(9,922,390	)		(12,345,973	)
Cash flow used by operating activities		(3,287,073	)		(7,512,793	)
INVESTING ACTIVITIES
Purchase of equipment		(443,940	)		(403,066	)
Proceeds on disposal of equipment		35,436			19,825
Cash flow used by investing activities		(408,504	)		(383,241	)
FINANCING ACTIVITIES
Bank indebtedness		4,843,549			8,346,034
Repayment of shareholder loan		(580,000	)		—
Repayment of long term debt		(567,972	)		(450,000	)
Cash flow from financing activities		3,695,577			7,896,034
INCREASE IN CASH FLOW		—			—
Cash - beginning of period		—			—
CASH - END OF PERIOD	$	—		$	—

5

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (“Canadian GAAP”). Any measurement differences in accounting principles between Canadian GAAP and U.S. Generally Accepted Accounting Principles as they apply to Triwest are not material.

Measurement uncertainty

The financial statements have been prepared by management in accordance with Canadian accounting standards for private enterprises. The precise value of many assets and liabilities is dependent on future events. As a result, the preparation of financial statements for a period involves the use of approximations which have been made using careful judgment. Actual results could differ from those approximations. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.

Financial instruments

Measurement of financial instruments

The entity initially measures its financial assets and liabilities at fair value, except for certain non arm’s length transactions. The entity subsequently measures all its financial assets and financial liabilities at amortized cost. Financial assets measured at amortized cost include accounts receivable and long term investments. Financial liabilities measured at amortized cost include the bank indebtedness, accounts payable and accrued liabilities, long term debt, and due to shareholder.

Impairment

Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income.

Transaction costs

The entity recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

Inventory

Inventory is valued at the lower of cost and net realizable value with cost being determined on the first in first out cost basis.

Supplier rebates and discounts are recognized when the vendor has applied them to the company’s account.

(continues)

6

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated amortization. Property, plant and equipment are amortized over their estimated useful lives at the following rates and methods:

Warehouse equipment	20	%	declining balance method
Motor vehicles	30	%	declining balance method
Computer equipment	30	%	declining balance method
Office equipment	20	%	declining balance method
Leasehold improvements	5 years		straight line method

Long term investments

Long term investments are stated at cost. The investments are reduced to reflect any permanent impairment in value.

Future income taxes

Income taxes are reported using the future income tax method. Current income tax expense is the estimated income taxes payable for the current year after any refunds or the use of losses incurred in previous years. Future income taxes reflect:

• the temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the amounts used for tax purposes;

• the benefit of unutilized tax losses that will more likely than not be realized and carried forward to future years to reduce income taxes.

Future income taxes are estimated using the rates enacted by tax law and those substantively enacted for the years in which future income taxes assets are likely to be realized, or future income tax liabilities settled. The effect of a change in tax rates on future income tax assets and liabilities is included in earnings in the period when the change is substantively enacted.

Foreign currency translation

Assets, liabilities, revenues and expenses have been translated to the currency of Canada using the following exchange rates:

i. Cash, accounts receivable and accounts payable and accrued liabilities - at the rate in effect on the balance sheet date;

ii. Inventory - at the average rate in effect during the period; and

iii. Revenues and expenses - at the average rate in effect during the period.

Gains and losses on translation are included in income.

(continues)

7

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

Sales are recognized when the products are shipped and title passes to the customer.

2. FINANCIAL INSTRUMENTS

The company is exposed to various risks through its financial instruments. The following analysis provides a measure of the company’s risk exposure and concentrations at the balance sheet date.

Credit Risk

Credit risk arises from the potential that a counter party will fail to perform its obligations. The company is exposed to credit risk from customers. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. The company has a significant number of customers which minimizes concentration of credit risk.

Currency Risk

Currency risk is the risk to the company’s earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates. The company is exposed to foreign currency exchange risks on cash and accounts payable held in U.S. dollars because it purchases inventory in U.S. dollars. This risk is mitigated by the company maintaining a U.S. dollar bank account and purchasing futures regarding U.S. cash.

Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. In seeking to minimize the risks from interest rate fluctuations, the company manages exposure through its normal operating and financing activities. The company is exposed to interest rate risk primarily through fluctuations in the bank’s prime rate on its operating line of credit as reported in Note 7.

Commodity Risk

The company is exposed to fluctuations in commodity prices for fuel and oil which impact freight costs. Commodity prices are affected by many factors including supply, demand and the Canadian to U.S. dollar exchange rate. The company had no financial hedges or price commodity contracts in place at September 30, 2012.

Liquidity Risk

The company’s exposure to liquidity risk is dependent on the sale of inventory, collection of accounts receivable, purchasing commitments and obligations or raising of funds to meet commitments and sustain operations. The company controls liquidity risk by management of working capital, cash flows and the availability of borrowing facilities.

8

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

3. ACCOUNTS RECEIVABLE

	September 30, 2012			December 31, 2011
Accounts receivable	$	24,908,081		$	24,415,820
Allowance for doubtful accounts		(818,993	)		(1,316,880	)
	$	24,089,088		$	23,098,940

4. PROPERTY, PLANT AND EQUIPMENT

	September 30, 2012
	Cost		Accumulated amortization		Net book value
Warehouse equipment	$	1,339,165	$	542,954	$	796,211
Motor vehicles		291,660		203,409		88,251
Computer equipment		650,747		568,114		82,633
Office equipment		174,503		124,460		50,043
Leasehold improvements		395,974		171,434		224,540
	$	2,852,049	$	1,610,371	$	1,241,678

	December 31, 2011
	Cost		Accumulated amortization		Net book value
Warehouse equipment	$	1,052,357	$	421,160	$	631,197
Motor vehicles		285,411		209,002		76,409
Computer equipment		650,747		548,158		102,589
Office equipment		163,986		116,076		47,910
Leasehold improvements		301,877		117,523		184,354
	$	2,454,378	$	1,411,919	$	1,042,459

9

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

5. LONG TERM INVESTMENTS

The investment consists of shares and debentures in a U.S. private company which acts as a buying group for the purchase of tires by wholesale distributors. The investment does not represent a significant influence in the company and accordingly is recorded at cost. Interest is paid annually on the debentures at a rate of 9%. The purchase of the debenture is a requirement of utilizing the purchasing services of the buying group. The debentures are redeemable at the option of the issuer at any time at an amount equal to the issue price plus any accrued interest. No changes in the investment occurred during the nine months ended September 30, 2012 and the current market value is unavailable.

6. BANK INDEBTEDNESS

The company has an authorized line of credit in the amount of $30,000,000 (2011 - $25,000,000) renewed annually. The line of credit bears interest at bank prime rate plus 1.00%, is secured by a general security agreement, a general assignment of book debts, inventory, assignment of insurance and assignments and postponements by Fab Five Ltd., 1274942 Alberta Ltd. and 1279156 Alberta Inc.

The company is required to meet certain financial covenants under its lending agreement with the bank. The company is in compliance with these covenants.

7. LONG TERM DEBT

	September 30, 2012			December 31, 2011
BDC loan, bearing interest at 14.7% per annum, payable in monthly payments of $50,000 plus interest, due May 15, 2014	$	1,050,000		$	1,500,000
Morguard Investments loan, bearing interest at 8% per annum, payable in monthly blended payments of $1,855, due November 1, 2018, secured by specific equipment with a net book value of $85,760		—			117,972
		1,050,000			1,617,972
Amounts payable within one year		(600,000	)		(613,307	)
		450,000			1,004,665

(continues)

10

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

7. LONG TERM DEBT (continued)

Principal repayment terms are approximately:

2012 (remainder)	$	150,000
2013		600,000
2014		300,000
2015		—
2016		—
Thereafter		—
	$	1,050,000

The BDC loan is secured by a general security agreement, an assignment and postponement of loans to the shareholder, personal guarantees from two directors for the full amount of the loan, an assignment of a life insurance policy on one of the directors and an assignment of all after acquired intangible and tangible assets relating to the company’s operations in the province of Quebec. The guarantees are provided without charge.

The company is required to meet certain financial covenants under its lending agreement with the BDC. The company was in compliance with these covenants.

The Morguard Investments loan was repaid in September 2012.

8. DUE TO SHAREHOLDER

The amount due to shareholder bears interest at 12% per annum, has no fixed terms of repayment and is unsecured. The shareholder has agreed to provide twelve months written notice prior to calling the loan balance, and accordingly all has been classified as long term. During the nine months ended September 30, 2012 and 2011, interest was paid on the shareholder loan in the amount of $1,794,879 and $1,164,915, respectively.

9. SHARE CAPITAL

Authorized:

Unlimited       Common voting shares

Unlimited       Non-voting, redeemable, retractable preferred shares

Issued		September 30, 2012		December 31, 2011
10,000	Common shares	$	100	$	100

11

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

10. CONTINGENT LIABILITY

The bank provides letters of credit to guarantee the vendor payables for imported inventory. These letters of credit are limited to $4,000,000 and are secured by the same items listed in Note 6. As of September 30, 2012 the company has utilized $151,934.

11. LEASE COMMITMENTS

The company has several long term operating leases with respect to its premises. The leases contain renewal options and provide for payment of utilities, property taxes and maintenance costs. Future minimum lease payments as at September 30, 2012 are as follows:

2012 ( remainder)	$	959,339
2013		3,205,984
2014		2,994,877
2015		2,724,050
2016		1,860,622
Thereafter		3,572,070
	$	15,316,942

12. RELATED PARTY TRANSACTIONS

Included in cost of sales for the nine months ended September 30, 2012 is $3,332,976 ($2,231,904.96 for the nine months ended September 30, 2011) of freight expense to a related company. Of this amount, $276,160 is included in accounts payable and accrued liabilities at September 30, 2012. This company is related by virtue of common shareholders. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

13. SUBSEQUENT EVENTS

On November 20, 2012, the company’s term loan with BDC as described in Note 7 was paid in full. The principal outstanding on that date was $950,000 and bonus interest and early payout penalty paid in accordance with the terms of the loan was $839,807.

On November 30, 2012, the common shares of the company were purchased by ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly formed direct wholly-owned Canadian subsidiary of American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc. (“Holdings”). Proceeds of the sale included repayment of all shareholder loans.

(continues)

12

TRIWEST TRADING (CANADA) LTD.

Notes to Financial Statements

(Unaudited)

13. SUBSEQUENT EVENTS (continued)

In connection with the acquisition on November 30, 2012, Holdings amended and restated its credit facility (as amended and restated, the “Sixth Amended and Restated Credit Agreement”) in order to provide for borrowings under the agreement by Canada Acquisition (the “Canadian Tranche”). The Canadian Tranche provides for revolving loans available only to Canada Acquisition in an aggregate amount equal to $60.0 million, subject to a Canadian borrowing base. The maturity date for the Canadian Tranche is November 16, 2017 or March 1, 2017 as determined by the outstanding aggregate principal amount of ATDI’s Senior Secured Notes on March 1, 2017. Holdings is a guarantor of Canada Acquisition’s obligations under the Canadian Tranche.

On November 30, 2012 the company ended its distribution relationship with one of its suppliers and paid all obligations due to the supplier totaling approximately $4.8 million.

13

EX-99.4

Exhibit 99.4

American Tire Distributors Holdings, Inc.

Unaudited Pro Forma Condensed Combined Financial Statements

On November 30, 2012, American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc (“Holdings” or the “Company”), and ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly-formed direct wholly-owned Canadian subsidiary of ATDI, entered into a Share Purchase Agreement (the “Purchase Agreement”) with 1278104 Alberta Inc. (“Seller”), Triwest Trading (Canada) Ltd., a wholly-owned subsidiary of Seller (“Triwest”) and certain shareholders of Seller pursuant to which Canada Acquisition agreed to acquire from Seller all of the issued and outstanding common shares of Triwest along with an outstanding loan owed to Seller by Triwest (the “Acquisition”) for approximately $97.5 million, subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. As a result of the Acquisition, Triwest became a direct wholly-owned subsidiary of Canada Acquisition. Triwest (dba: TriCan Tire Distibutors) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada with 15 distribution centers stretching across the country.

The Acquisition was completed on November 30, 2012 and funded through the Company’s ABL Facility. Prior to the closing of the Acquisition, Holdings received a cash contribution of $60.0 million from its parent, which it used to reduce amounts then outstanding under its ABL Facility. The cash contribution was funded from the proceeds of the sale by Accelerate Parent Corp., Holdings’ indirect parent, of common stock to affiliates of TPG Capital L.P. and certain co-investors.

In connection with the Acquisition, on November 30, 2012, Holdings amended and restated its ABL Facility (as amended and restated, the “Sixth Amended and Restated Credit Agreement”) in order to provide for borrowings under the agreement by Canada Acquisition (the “Canadian Tranche”). The Canadian Tranche provides for revolving loans available only to Canada Acquisition in an aggregate amount equal to $60.0 million, subject to a Canadian borrowing base. The maturity date for the Canadian Tranche is November 16, 2017, or March 1, 2017, as determined by the outstanding aggregate principal amount of ATDI’s Senior Secured Notes on March 1, 2017. Holdings is a guarantor of Canada Acquisition’s obligations under the Canadian Tranche.

The Company’s fiscal year is based on either a 52- or 53 week period ending on the Saturday closest to each December 31. Triwest’s fiscal year ends on December 31. The unaudited pro forma condensed combined financial statements herein are based upon the historical consolidated financial statements of the Company and Triwest and have been prepared to illustrate the effects of the Acquisition. The unaudited pro forma condensed combined balance sheet as of September 29, 2012 gives effect to the Acquisition as if it had occurred on September 29, 2012, and includes only factually supportable adjustments that are directly attributable to the Acquisition regardless of whether they have a continuing impact or are nonrecurring. The unaudited pro forma condensed combined statements of operations for the nine months ended September 29, 2012 and the year ended December 31, 2011 give effect to the Acquisition as if it had occurred on January 2, 2011 (the first day of the Company’s 2011 fiscal year), and includes only factually supportable adjustments that are directly attributable to the Acquisition and expected to have a continuing effect.

The Acquisition has been accounted for using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the total purchase price has been preliminarily allocated to the net tangible and intangible assets acquired and liabilities assumed of Triwest based on their estimated fair values. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. If the fair value of the assets acquired and liabilities assumed exceeds the fair value of the purchase price, a bargain purchase gain has occurred which is recognized in earnings on the Acquisition date. The preliminary allocation reflects management’s best estimates of fair value, which are based on key assumptions of the Acquisition, including prior acquisition experience, benchmarking of similar acquisitions and historical data. In addition, portions of the preliminary allocation are dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Upon completion of detailed valuation studies and the final determination of fair value, the Company may make additional adjustments to the fair value allocation, which may differ significantly from the valuations set forth in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined statements of operations are based on estimates and assumptions, which have been made solely for the purposes of developing such pro forma information. Pro forma adjustments arising from the Acquisition are derived from the estimated fair value of the assets acquired and liabilities assumed included in the preliminary purchase price allocation. The unaudited pro forma condensed combined statements of operations also include certain purchase accounting adjustments such as increased amortization expense on acquired intangible assets, changes in interest expense on the debt incurred to complete the Acquisition and debt repaid as part of the Acquisition as well as the tax impacts related to these adjustments. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable.

1

These unaudited pro forma condensed combined financial statements should be read in conjunction with the:

• Accompanying notes

• Separate audited consolidated financial statements of Holdings included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the nine months ended September 29, 2012

• Separate audited balance sheets of Triwest as of December 31, 2011, December 31, 2010 and January 1, 2010 and December 31, 2009 and the related statements of income, retained earnings and cash flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 included in Exhibit 99.2 of this report

• Separate unaudited balance sheets of Triwest as of September 30, 2012 and December 31, 2011 and the related statements of income for the nine months ended September 30, 2012 and September 30, 2011, the statement of retained earnings for the nine month period ended September 30, 2012 and the statements of cash flows for the nine months ended September 30, 2012 and September 30, 2011 included in Exhibit 99.3 of this report

The unaudited pro forma condensed combined financial statements have been presented for information purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated, nor is it necessarily indicative of the future operating results or financial position of the combined company. As a result, they do not reflect future events that may occur after the Acquisition, including the potential realization of any cost savings from operating efficiencies, synergies, restructuring or any other costs relating to the integration of the two companies. Therefore, the actual amounts recorded as of the date of acquisition and thereafter may differ from the information presented herein.

2

American Tire Distributors Holdings, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 29, 2012

(In Thousands of US Dollars)

	Holdings			Triwest		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	14,802		$	—	$	—		$	14,802
Restricted cash		1,250			—		15,000	(A)		16,250
Accounts receivable, net		299,235			24,486		—			323,721
Inventories		701,967			73,890		10,463	(B)		786,320
Income tax receivable		369			—		—			369
Deferred income taxes		14,628			—		(2,930	)(C)		11,698
Assets held for sale		7,234			—		—			7,234
Other current assets		17,681			762		—			18,443
Total current assets		1,057,166			99,138		22,533			1,178,837
Property and equipment, net		124,732			1,262		—			125,994
Goodwill		455,982			—		—			455,982
Other intangible assets, net		706,088			—		63,000	(D)		769,088
Other assets		54,130			55		300	(E)		54,485
Total assets	$	2,398,098		$	100,455	$	85,833		$	2,584,386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	491,334		$	48,894	$	—		$	540,228
Accrued expenses		52,906			615		—			53,521
Bank Indebtedness		—			18,067		(18,067	)(F)		—
Current maturities of long-term debt		432			610		(610	)(F)		432
Total current liabilities		544,672			68,186		(18,677	)		594,181
Long-term debt		924,116			457		(457	)(F)
							40,725	(G)		964,841
Deferred income taxes		270,520			—		17,640	(C)		288,160
Other liabilities		12,647			19,180		(19,180	)(F)		12,647
Commitments and contingencies
Stockholders’ equity:
Common stock		—			—		—			—
Additional paid-in capital		694,712			—		60,000	(H)		754,712
Accumulated (deficit) earnings		(48,745	)		12,632		(12,632	)(I)
							(2,925	)(J)
							21,339	(K)		(30,331	)
Accumulated other comprehensive income (loss)		176			—		—			176
Total stockholders’ equity		646,143			12,632		65,782			724,557
Total liabilities and stockholders’ equity	$	2,398,098		$	100,455	$	85,833		$	2,584,386

See accompanying notes to unaudited pro forma condensed combined financial statements.

3

American Tire Distributors Holdings, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 29, 2012

(In Thousands of US Dollars)

In thousands	Holdings			Triwest			Pro Forma Adjustments			Pro Forma Combined
Net sales	$	2,583,837		$	122,297		$	—		$	2,706,134
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		2,166,865			97,355			—			2,264,220
Selling, general and administrative expenses		377,939			13,963			4,402	(L)		396,304
Transaction expenses		2,060			—			—			2,060
Operating income (loss)		36,973			10,979			(4,402	)		43,550
Other income (expense):
Interest expense, net		(52,475	)		(2,076	)		2,445	(M)
								(1,106	)(N)		(53,212	)
Other, net		(2,802	)		22			—			(2,780	)
Income (loss) from operations before income taxes		(18,304	)		8,925			(3,063	)		(12,442	)
Income tax provision (benefit)		(5,754	)		2,499			(858	)(O)		(4,113	)
Net income (loss)	$	(12,550	)	$	6,426		$	(2,205	)	$	(8,329	)

See accompanying notes to unaudited pro forma condensed combined financial statements.

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American Tire Distributors Holdings, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Fiscal Year Ended December 31, 2011

(In Thousands of US Dollars)

In thousands	Holdings			Triwest			Pro Forma Adjustments			Pro Forma Combined
Net sales	$	3,050,240		$	184,091		$	—		$	3,234,331
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below		2,535,020			149,512			—			2,684,532
Selling, general and administrative expenses		437,110			20,314			6,370	(L)		463,794
Transaction expenses		3,946			—			—			3,946
Operating income (loss)		74,164			14,265			(6,370	)		82,059
Other income (expense):
Interest expense, net		(67,580	)		(2,826	)		3,213	(M)
								(1,178	)(N)		(68,371	)
Other, net		(2,110	)		2			—			(2,108	)
Income (loss) from operations before income taxes		4,474			11,441			(4,335	)		11,580
Income tax provision (benefit)		4,357			3,168			(1,214	)(O)		6,311
Net income (loss)	$	117		$	8,273		$	(3,121	)	$	5,269

See accompanying notes to unaudited pro forma condensed combined financial statements.

5

American Tire Distributors Holdings, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. Description of Transaction

On November 30, 2012, American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc (“Holdings” or the “Company”), and ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly-formed direct wholly-owned Canadian subsidiary of ATDI, entered into a Share Purchase Agreement (the “Purchase Agreement”) with 1278104 Alberta Inc. (“Seller”), Triwest Trading (Canada) Ltd., a wholly-owned subsidiary of Seller (“Triwest”) and certain shareholders of Seller pursuant to which Canada Acquisition agreed to acquire from Seller all of the issued and outstanding common shares of Triwest along with an outstanding loan owed to Seller by Triwest (the “Acquisition”) for approximately $97.5 million, subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. As a result of the Acquisition, Triwest became a direct wholly-owned subsidiary of Canada Acquisition. Triwest (dba: TriCan Tire Distibutors) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada with 15 distribution centers stretching across the country.

The Acquisition was completed on November 30, 2012 and funded through the Company’s ABL Facility. Prior to the closing of the Acquisition, Holdings received a cash contribution of $60.0 million from its parent, which it used to reduce amounts then outstanding under its ABL Facility. The cash contribution was funded from the proceeds of the sale by Accelerate Parent Corp., Holdings’ indirect parent, of common stock to affiliates of TPG Capital L.P. and certain co-investors.

In connection with the Acquisition, on November 30, 2012, Holdings amended and restated its ABL Facility (as amended and restated, the “Sixth Amended and Restated Credit Agreement”) in order to provide for borrowings under the agreement by Canada Acquisition (the “Canadian Tranche”). The Canadian Tranche provides for revolving loans available only to Canada Acquisition in an aggregate amount equal to $60.0 million, subject to a Canadian borrowing base. The maturity date for the Canadian Tranche is November 16, 2017, or March 1, 2017, as determined by the outstanding aggregate principal amount of ATDI’s Senior Secured Notes on March 1, 2017. Holdings is a guarantor of Canada Acquisition’s obligations under the Canadian Tranche.

2. Basis of Presentation

The unaudited pro forma condensed combined financial statements herein are based upon the historical consolidated financial statements of the Company and Triwest and have been prepared to illustrate the effects of the Acquisition. The unaudited pro forma condensed combined balance sheet as of September 29, 2012 gives effect to the Acquisition as if it had occurred on September 29, 2012. The unaudited pro forma condensed combined statements of operations for the nine months ended September 29, 2012 and the year ended December 31, 2011 give effect to the Acquisition as if it had occurred on January 2, 2011 (the first day of the Company’s 2011 fiscal year). Certain amounts in the Triwest consolidated financial statements have been reclassified to conform to the Company’s basis of presentation.

The historical financial statements of Triwest have been prepared in accordance with Canadian accounting standards for private enterprises (“Canadian GAAP”). Any measurement differences in accounting principles between Canadian GAAP and U.S. Generally Accepted Accounting Principles as they apply to Triwest are not material. In addition, Triwest has historically reported its financial statements in its local currency, the Canadian dollar. In order to present the pro forma condensed combined financial statements in U.S. dollars, Triwest’s balance sheet has been translated using the spot rate on September 29, 2012 (1.0165), and each of Triwest’s statements of operations have been translated using the average rate for the applicable period (1.0000 for the nine months ended September 29, 2012 and 1.0127 for the year ended December 31, 2011).

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3. Preliminary Estimated Purchase Price Allocation

The Acquisition has been accounted for using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the total purchase price has been preliminarily allocated to the net tangible and intangible assets acquired and liabilities assumed of Triwest based on their estimated fair values. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. If the fair value of the assets acquired and liabilities assumed exceeds the fair value of the purchase price, a bargain purchase gain has occurred which is recognized in earnings on the Acquisition date. The preliminary allocation of the purchase price, as if the Acquisition occurred on September 29, 2012, is as follows:

In thousands
Cash	$	—
Restricted Cash		15,000
Accounts receivable		24,486
Inventory		84,353
Other current assets		762
Property and equipment		1,262
Intangible assets		63,000
Other assets		55
Total assets acquired		188,918
Accounts payable		48,894
Accrued and other liabilities		615
Deferred income taxes		20,570
Debt		—
Total liabilities assumed		70,079
Estimated fair value of net assets acquired		118,839
Estimated bargain purchase gain		21,339
Estimated purchase price	$	97,500

The estimated gain on bargain purchase is reflected as an increase in accumulated (deficit) earnings in the unaudited pro forma condensed combined balance sheet.

4. Pro Forma Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The following is a summary of pro forma adjustments reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet. These adjustments are based on preliminary estimates, which may change as additional information is obtained:

(A) Reflects a portion of the purchase price held in escrow that has been excluded from the allocation of assets acquired and liabilities assumed as it represents contingent consideration for which the contingency has not been resolved. The contingency relates to working capital adjustments.

(B) Reflects an adjustment to Triwest’s inventory to its estimated fair market value, which is the estimated selling price less the sum of (a) costs of disposal and (b) a reasonable profit margin for completing the selling effort.

(C) Reflects a decrease in deferred tax assets related to the increase in the value of Triwest’s inventory and an increase in deferred tax liabilities related to the preliminary estimated fair market value of Triwest’s customer list intangible asset assuming an effective tax rate of 28.0%.

(D) Based upon a preliminary valuation analysis, for the purpose of these pro forma condensed combined financial statements, the Company identified a finite-lived customer list intangible asset with an estimated fair value of $63.0 million at the Acquisition date. The preliminary fair value has been estimated using the income approach in which the after-tax cash flows are discounted to present value.

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(E) Reflects the capitalization of deferred financing costs incurred in connection with the Canadian Tranche. These costs are deferred and recognized over the term of the facility.

(F) Reflects the elimination of Triwest’s debt and amount due to the prior shareholder. These amounts were paid off in connection with the Acquisition.

(G) As of the Acquisition date, the Company increased its outstanding balance under its ABL Facility by $40.7 million. A reconciliation of the components is as follows:

In thousands	Inc (Dec)
Canadian ABL Facility closing fees	$	300
Capital injection from TPG		(60,000	)
Purchase of Triwest		97,500
Transaction costs		2,925
Net adjustment	$	40,725

(H) Reflects a cash contribution of $60.0 million from TPG Capital L.P. (“TPG”) and certain co-investors through the purchase of common stock in Accelerate Parent Corp., Holdings indirect parent company. TPG is a leading global private investment firm who, together with certain co-investors, indirectly owns 100% of the Company’s common stock.

(I) Represents the elimination of the separate components of Triwest’s historical stockholders’ equity.

(J) Reflects the payment of transaction costs related to the Acquisition, which were funded by the Company’s U.S. ABL Facility. The impact of the transaction costs have not been reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations since these costs are expected to be nonrecurring in nature.

(K) Reflects the estimated gain on bargain purchase (See Note 3).

Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments

The following is a summary of pro forma adjustments reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations. These adjustments are based on preliminary estimates, which may change as additional information is obtained:

(L) Represents the estimated amortization of the finite-lived customer list intangible asset, discussed in (D) above, based upon the preliminary valuation and estimated useful life of 19 years. The estimated useful life has been determined based upon various accounting studies, historical acquisition experience, economic factors and future cash flows.

(M) Represents the reversal of interest expense recognized by Triwest related to debt that was paid-off in conjunction with the Acquisition.

(N) Represents the estimated increase in interest expense associated with incremental borrowings incurred on the Company’s ABL Facility to finance the Acquisition. The Company used the weighted-average interest rates for the respective periods (3.47% for the nine months ended September 29, 2012 and 2.74% for the year ended December 31, 2011). In addition, the amortization of deferred financing costs was included to determine the total increase in interest expense.

(O) For purposes of the pro forma financial statements, the statutory rate of the applicable local jurisdiction of 28.0% has been used for all periods presented to calculate the tax effect associated with the pro forma adjustments. These rates are estimates and do not take into account future tax strategies that may apply to the entire Company.

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