Restatement of Previously Issued Financial Statements | 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Background In June of 2015, in connection with the preparation of the Company’s consolidated annual financial statements for the fiscal year ended March 31, 2015, certain errors related to the Company’s accounting treatment for its transportation and equipment leases and inventory methodology were identified. As the Company completed additional accounting review procedures, it identified additional errors related to long-lived assets, ADS Mexicana and certain other miscellaneous items. Due to these errors, as further described below, and based upon the recommendation of management, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) determined on August 14, 2015 that the Company’s previously issued audited financial statements should no longer be relied upon. As a result of the foregoing the Company has restated its consolidated financial statements for the fiscal years ended March 31, 2014 and 2013, as well as the quarterly periods for the first three quarters of the fiscal year ended March 31, 2015 and for all of the quarterly periods in the fiscal year ended March 31, 2014. The restatement also affects periods prior to fiscal year 2013, with the cumulative effect of the errors reflected as an adjustment to the fiscal year 2013 opening stockholders’ equity (deficit) balance. Accounting Adjustments The following is a discussion of the significant accounting adjustments that were made to the Company’s historical consolidated financial statements. Lease Accounting Adjustments The Company leases real estate and equipment under various lease agreements. Historically, assets leased under the Company’s transportation and equipment leasing program (“Fleet Leases”) have been classified as operating leases. However, based upon a reexamination of the Company’s historic assumptions, estimates and judgments with respect to lease accounting, as further described below, the Company has determined that a substantial portion of the Fleet Leases should instead be classified as capital leases. As part of the Company’s recent review of its Fleet Leases, the Company reexamined the minimum lease payment classification test (the “MLP Test”) set forth in ASC Topic 840, which is one of four criteria used to determine lease classification. The MLP Test requires a lease to be capitalized when the present value of the minimum lease payments is greater than or equal to 90% of the fair market value of leased property at lease inception. The Company had historically included in the minimum lease payments used for purposes of the MLP Test only those payments related to the non-cancellable period identified in the lease agreement. However, the Company has now determined that the minimum lease payments should also include payments related to certain reasonably assured renewal periods included in the lease agreement. Under that revised analysis of significant lease arrangements, the Company has concluded that the present value of the minimum lease payments exceeded 90% of the fair market value for certain leased assets, requiring a modification of treatment from operating to capital leases. The Company has also reexamined its historic assumptions, estimates and judgments with respect to the accounting for real estate and aircraft leases that were previously classified as operating leases. In many cases, the Company has determined that the leases should instead be classified as capital leases due to the inclusion of contingent penalty amounts in the minimum lease payments used for purposes of the MLP Test. The errors in lease classification have been corrected in the restated consolidated financial statements, whereby at lease inception the Company has recorded a capital lease asset and lease financing obligation equal to the lesser of the present value of the minimum lease payments or the fair market value of the leased asset. The capital lease asset is recorded in Property, plant and equipment, net and amortized to its expected residual value at the end of the lease term using the straight-line method, and the lease financing obligation is amortized using the effective interest method over the lease term with the rental payments being allocated to principal and interest. Inventory Accounting Adjustments The Company identified and corrected certain errors related to its accounting for inventory. The errors primarily related to the Company’s incorrect historical calculation of inventory costing based on the FIFO method, the inappropriate capitalization of certain inter-plant freight expense and other overhead costs, as well as the misclassification of certain overhead costs between general and administrative expense and cost of goods sold. The Company also identified and corrected certain errors related to ADS Mexicana’s accounting for inventory. With respect to inventory costing errors related to the application of the FIFO method, the Company had historically utilized a simplified method of calculating inventory cost based on an overall average price near period end for all products, particularly with respect to the resin material cost component of inventory. However, this simplified method for establishing inventory cost became less precise over time primarily as a result of the significant increase in the number of raw materials purchased by the Company. The imprecision in this simplified method became even greater during fiscal 2015 when raw material pricing became particularly volatile. In response, the Company has developed a more precise model to value the resin component of ending inventory on hand under the FIFO method. There were multiple contributing factors related to the errors in the capitalization of overhead costs. First, the Company historically applied a simplified method of capitalizing general and administrative overhead costs to inventory by using a consistent capitalization rate across all general and administrative functions, such as the purchasing, human resources and information technology functions, regardless of the actual amount of each function’s efforts that were related to the inventory production process. In addition, certain amounts were capitalized from Cost of goods sold into inventory without a corresponding reclassification entry from general and administrative expenses. In response, the Company developed an appropriate allocation of general and administrative overhead costs to inventory based on the specific amount of each function’s efforts that were related to the inventory production process. Finally, certain capitalized overhead costs were determined to be inappropriate as they were unrelated to the inventory production process or the use of estimates that did not accurately reflect actual costs. The loss on the financial fuel hedge was determined to be Other miscellaneous expense (income), net rather than Cost of goods sold, and therefore was not capitalized as an inventoriable cost. Minor corrections were made to the related inventory turn calculation to be more consistent with other costs capitalized into ending inventory. Long-Lived Assets Accounting Adjustments The Company identified and corrected certain errors related to the accounting for long-lived assets included in Property, plant and equipment, Goodwill, Intangible assets and Other assets in the Consolidated Balance Sheets. These errors primarily related to either the initial capitalization, subsequent depreciation or amortization, or the timing or amount of impairment charges. The specific nature of each item in this category of adjustments is described as follows: • The adjustments to Property, plant and equipment primarily related to the write-off of certain components of equipment that had been replaced, fully or partially, by fixed asset additions, and the write-off of certain amounts that were determined to not qualify for initial capitalization. In addition, it was determined that the depreciable lives should be revised for certain equipment. • The Hancor trademark intangible asset adjustment represents an increase in the impairment charge originally recorded in the fiscal year ended March 31, 2012, as well as the resulting decrease in the subsequent amortization expense for the asset. • The adjustments to Other assets related to capitalized software development costs are primarily related to the write-off of certain amounts that were determined to not qualify for initial capitalization, corrections of in-service dates, and revised amortization lives on some assets. • The adjustments to Other assets related to Central parts are necessary to properly value the assets on hand at historic cost, and once placed into service, amortize the assets over their respective useful lives. • The adjustments also include the reclassification from Intangible assets to Other assets of an asset recorded at the time of the disposal of a business in fiscal year 2012 related to a favorable supply contract, as well as the reclassification from Intangible Assets to Goodwill of certain purchase price recorded at the time of the Quality Culvert, Inc. acquisition in fiscal year 2012, and the resulting impact on amortization expense. ADS Mexicana Accounting Adjustments In October 2015, members of the Company’s management became aware of transactions involving ADS Mexicana that ADS Mexicana personnel initially brought to the attention of the Company for further review to confirm whether these transactions were appropriately characterized. The ADS Mexicana transactions in question included an aircraft leasing arrangement, a real estate leasing arrangement and several services arrangements that involved ADS Mexicana related parties. Once brought to the attention of the Company, management promptly undertook a review to determine whether such transactions were properly recorded and/or characterized and to ensure that such transactions and their financial impact was appropriately reflected in the Company’s consolidated financial statements. After receiving a preliminary report from management on the breadth and scope of the issues, the Audit Committee in November 2015 authorized independent counsel and its forensic consulting firm to conduct an independent investigation. The investigation involved the interview of members of the Company’s finance staff as well as finance and non-finance staff of ADS Mexicana, in addition to a review of the financial and accounting records of the Company and ADS Mexicana related to the transactions in question. Upon concluding the investigation, it was determined by management, upon consultation with the Audit Committee’s advisors, that the various lease and services arrangements described above, as well as certain additional services arrangements with related parties identified during the course of the investigation, lacked commercial and economic substance or proper supporting documentation as to the services performed, and therefore were not appropriately reflected in the Company’s consolidated financial statements and that certain of those transactions should be either re-characterized by ADS Mexicana as dividends as opposed to expenses, or eliminated. These errors have been corrected in the restated consolidated financial statements, with these adjustments primarily impacting Other miscellaneous expense (income), net, Net income attributable to noncontrolling interest and Noncontrolling interest in subsidiaries. Management also identified potential accounting errors related to ADS Mexicana’s revenue recognition cut-off practices which were reported by management to the Audit Committee and also investigated by the Audit Committee’s advisors. Specifically, the Company identified instances where ADS Mexicana recognized revenue prior to the date of shipment or transfer of title/ownership, which is not in accordance with GAAP. The investigation also found that the timing for when such errors occurred was irregular and in certain instances attributable to requests from ADS Mexicana customers that were not properly accounted for, resulting in timing differences between invoicing date and shipment date. The Company also identified and corrected certain other errors related to the accounting for ADS Mexicana. These adjustments related to the increase of the allowance for doubtful accounts, errors related to the inventory costing methodology that were similar to the errors in the U.S. described above, and certain other miscellaneous items. The inventory errors related to the incorrect historical calculation of inventory costing based on the FIFO method and overhead costs. Income Taxes and Other Accounting Adjustments The Company recorded adjustments to income taxes to reflect the impact of the restatement adjustments, as well as discrete tax adjustments related to transfer pricing. See Note 21. Income Taxes for discussion of the related impact to our effective tax rate. The Company also identified and corrected certain other errors, all of which are insignificant individually and in the aggregate. The nature of the primary items besides income taxes in this category of adjustments is described as follows: • The adjustments to the accrued liability for customer rebates are the result of the Company’s prior methodology not properly capturing all rebates due at period end. • The adjustments related to the Tuberias Tigre — ADS Limitada joint venture (“South American Joint Venture”) were primarily the result of an impairment of equipment in the fiscal year ended March 31, 2014 that was not identified until the time of a subsequent-year statutory audit. As a result, the Company has corrected its equity method accounting to properly reflect the impairment charge. Impact on Consolidated Statements of Operations The net effect of the restatement described above on the Company’s previously reported consolidated statements of operations for the years ended March 31, 2014 and 2013 is as follows: For the Year Ended March 31, 2014 Adjustments (Amounts in thousands, except As Previously Leases Inventory Long-Lived ADS Income Taxes As Restated Net sales $ 1,069,009 $ — $ — $ — $ (1,129 ) $ (100 ) $ 1,067,780 Cost of goods sold 856,118 (1,223 ) 17,949 (336 ) 830 472 873,810 Gross profit 212,891 1,223 (17,949 ) 336 (1,959 ) (572 ) 193,970 Operating expenses: Selling 75,024 (479 ) (344 ) 415 (943 ) 369 74,042 General and administrative 78,478 (393 ) (16,122 ) 284 (1,820 ) (666 ) 59,761 Gain on disposal of assets or businesses (5,338 ) 1,852 — 623 — — (2,863 ) Intangible amortization 11,412 — — (1,267 ) — — 10,145 Income from operations 53,315 243 (1,483 ) 281 804 (275 ) 52,885 Other expense: Interest expense 16,141 2,666 — — — — 18,807 Other miscellaneous expense (income), net 133 — — (25 ) (1,200 ) (85 ) (1,177 ) Income before income taxes 37,041 (2,423 ) (1,483 ) 306 2,004 (190 ) 35,255 Income tax expense 22,575 — — — — (2,626 ) 19,949 Equity in net loss of unconsolidated affiliates 1,592 — — — — 1,494 3,086 Net income 12,874 (2,423 ) (1,483 ) 306 2,004 942 12,220 Less net income attributable to noncontrolling interest 1,750 — — — 1,527 316 3,593 Net income attributable to ADS 11,124 (2,423 ) (1,483 ) 306 477 626 8,627 Change in fair value of redeemable convertible preferred stock (3,979 ) — — — — — (3,979 ) Dividends to redeemable convertible preferred stockholders (10,139 ) — — — — — (10,139 ) Dividends paid to unvested restricted stockholders (418 ) — — — — — (418 ) Net loss available to common stockholders and participating securities (3,412 ) (2,423 ) (1,483 ) 306 477 626 (5,909 ) Undistributed income allocated to participating securities — — — — — — — Net loss available to common stockholders $ (3,412 ) $ (2,423 ) $ (1,483 ) $ 306 $ 477 $ 626 $ (5,909 ) Weighted average common shares outstanding: Basic 47,277 47,277 Diluted 47,277 47,277 Net loss per share: Basic $ (0.07 ) $ (0.12 ) Diluted $ (0.07 ) $ (0.12 ) Cash dividends declared per share $ 1.68 $ 1.68 For the Year Ended March 31, 2013 Adjustments (Amounts in thousands, except per share data) As Previously Leases Inventory Long-Lived ADS Income Taxes As Restated Net sales $ 1,017,041 $ — $ — $ — $ (1,455 ) $ 1,516 $ 1,017,102 Cost of goods sold 807,730 1,522 18,089 1,292 452 56 829,141 Gross profit 209,311 (1,522 ) (18,089 ) (1,292 ) (1,907 ) 1,460 187,961 Operating expenses: Selling 69,451 (548 ) (23 ) 99 266 2,560 71,805 General and administrative 67,712 (504 ) (14,925 ) 87 (1,728 ) (1,041 ) 49,601 Gain on disposal of assets or businesses (2,210 ) 240 — 1,019 — — (951 ) Intangible amortization 11,295 — — (1,267 ) — — 10,028 Income from operations 63,063 (710 ) (3,141 ) (1,230 ) (445 ) (59 ) 57,478 Other expense: Interest expense 16,095 2,431 — — — — 18,526 Other miscellaneous expense, net 283 — — — (124 ) (56 ) 103 Income before income taxes 46,685 (3,141 ) (3,141 ) (1,230 ) (321 ) (3 ) 38,849 Income tax expense 16,894 — — — — (959 ) 15,935 Equity in net income of unconsolidated affiliates (387 ) — — — — 121 (266 ) Net income 30,178 (3,141 ) (3,141 ) (1,230 ) (321 ) 835 23,180 Less net income attributable to noncontrolling interest 2,019 — — — (123 ) 624 2,520 Net income attributable to ADS 28,159 (3,141 ) (3,141 ) (1,230 ) (198 ) 211 20,660 Change in fair value of redeemable convertible preferred stock (5,869 ) — — — — — (5,869 ) Dividends to redeemable convertible preferred stockholders (736 ) — — — — 1 (735 ) Dividends paid to unvested restricted stockholders (52 ) — — — — — (52 ) Net income available to common stockholders and participating securities 21,502 (3,141 ) (3,141 ) (1,230 ) (198 ) 212 14,004 Undistributed income allocated to participating securities (2,042 ) 383 383 150 24 (25 ) (1,127 ) Net income available to common stockholders $ 19,460 $ (2,758 ) $ (2,758 ) $ (1,080 ) $ (174 ) $ 187 $ 12,877 Weighted average common shares outstanding: Basic 46,698 46,698 Diluted 47,249 47,249 Net income per share: Basic $ 0.42 $ 0.28 Diluted $ 0.41 $ 0.27 Cash dividends declared per share $ 0.10 $ 0.10 Impact on Consolidated Statements of Comprehensive Income The net effect of the restatement described above on the Company’s previously reported consolidated statements of comprehensive income for the years ended March 31, 2014 and 2013 is as follows: For the Year Ended March 31, 2014 Adjustments (Amounts in thousands) As Previously Leases Inventory Long-Lived ADS Income Taxes As Restated Net income $ 12,874 $ (2,423 ) $ (1,483 ) $ 306 $ 2,004 $ 942 $ 12,220 Comprehensive income 6,468 (2,423 ) (1,483 ) 296 1,959 412 5,229 Less other comprehensive loss attributable to noncontrolling interest, net of tax (1,285 ) — — — (1 ) 44 (1,242 ) Less net income attributable to noncontrolling interest 1,750 — — — 1,527 316 3,593 Total comprehensive income attributable to ADS $ 6,003 $ (2,423 ) $ (1,483 ) $ 296 $ 433 $ 52 $ 2,878 For the Year Ended March 31, 2013 Adjustments (Amounts in thousands) As Previously Leases Inventory Long-Lived ADS Income Taxes As Restated Net income $ 30,178 $ (3,141 ) $ (3,141 ) $ (1,230 ) $ (321 ) $ 835 $ 23,180 Comprehensive income 31,895 (3,141 ) (3,141 ) (1,232 ) (323 ) 1,725 25,783 Less other comprehensive income attributable to noncontrolling interest, net of tax 1,198 — — — (6 ) (33 ) 1,159 Less net income attributable to noncontrolling interest 2,019 — — — (123 ) 624 2,520 Total comprehensive income attributable to ADS $ 28,678 $ (3,141 ) $ (3,141 ) $ (1,232 ) $ (194 ) $ 1,134 $ 22,104 Impact on Consolidated Balance Sheet The net effect of the restatement described above on the Company’s previously reported consolidated balance sheet as of March 31, 2014 is as follows: March 31, 2014 Adjustments (Amounts in thousands) As Previously Leases Inventory Long-Lived ADS Income As Restated ASSETS Cash $ 3,931 $ — $ — $ — $ — $ — $ 3,931 Receivables, net 150,713 — — — (3,404 ) 962 148,271 Inventories 260,300 (86 ) (4,270 ) (130 ) 2,475 1,602 259,891 Deferred income taxes and other current assets 13,555 — — 343 — 567 14,465 Property, plant and equipment, net 292,082 62,903 — (4,663 ) — 29 350,351 Goodwill 86,297 — — 1,805 — (85 ) 88,017 Intangible assets, net 66,184 — — (6,991 ) — 1 59,194 Other assets 64,533 (15 ) — (5,759 ) — 6,688 65,447 Total assets $ 937,595 $ 62,802 $ (4,270 ) $ (15,395 ) $ (929 ) $ 9,764 $ 989,567 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT Current maturities of debt obligations $ 11,153 $ — $ — $ — $ — $ — $ 11,153 Current maturities of capital lease obligations — 12,364 — — — — 12,364 Accounts payable 108,111 — 704 88 — 2,069 110,972 Other accrued liabilities 37,956 530 — — — 4,599 43,085 Accrued income taxes 7,372 — — — — 608 7,980 Long-term debt obligation 442,895 — — — — — 442,895 Long-term capital lease obligation — 34,366 — — — — 34,366 Deferred tax liabilities 69,169 — — — — (2,836 ) 66,333 Other liabilities 15,324 82 — — — 16,764 32,170 Total liabilities 691,980 47,342 704 88 — 21,204 761,318 Mezzanine equity 642,951 — — — — — 642,951 Common stock 11,957 — — — — — 11,957 Paid-in capital 22,547 — — — — (10,109 ) 12,438 Common stock in treasury, at cost (448,439 ) — — — — — (448,439 ) Accumulated other comprehensive loss (5,977 ) — — (9 ) (541 ) (303 ) (6,830 ) Retained earnings (deficit) — 15,460 (4,974 ) (15,474 ) (108 ) 2,684 (2,412 ) Noncontrolling interest in subsidiaries 22,576 — — — (280 ) (3,712 ) 18,584 Total liabilities, mezzanine equity and stockholders’ deficit $ 937,595 $ 62,802 $ (4,270 ) $ (15,395 ) $ (929 ) $ 9,764 $ 989,567 Cumulative Effect of Prior Period Adjustments The following table presents the impact of the restatement to the Company’s beginning retained earnings and other stockholders’ equity (deficit) balances, cumulatively to reflect adjustments booked to all periods prior to April 1, 2012: (Amounts in thousands) Common Paid in Common Accumulated Retained Total ADS Non-controlling subsidiaries Total Stockholders’ Equity Stockholders’ equity (deficit), March 31, 2012 (as previously reported) $ 11,957 $ 39,661 $ (449,583 ) $ (1,375 ) $ 110,863 $ (288,477 ) $ 20,628 $ (267,849 ) Adjustments from: Lease Accounting, before income tax effect — — — — 21,025 21,025 — 21,025 Inventory, before income tax effect — — — — (349 ) (349 ) — (349 ) Long-Lived Assets, before income tax effect — — — 3 (14,551 ) (14,548 ) — (14,548 ) ADS Mexicana, before income tax effect — — — (500 ) (388 ) (888 ) (387 ) (1,275 ) All other non-income tax adjustments — (1,006 ) — (653 ) 1,061 (598 ) (4,663 ) (5,261 ) Income tax adjustments — — — — (7,428 ) (7,428 ) — (7,428 ) Total adjustments — (1,006 ) — (1,150 ) (630 ) (2,786 ) (5,050 ) (7,836 ) Stockholders’ equity (deficit), March 31, 2012 (As Restated) $ 11,957 $ 38,655 $ (449,583 ) $ (2,525 ) $ 110,233 $ (291,263 ) $ 15,578 $ (275,685 ) Impact on Consolidated Statements of Cash Flows The net effect of the restatement on the Company’s previously reported consolidated statements of cash flows for the years ended March 31, 2014 and 2013 is as follows: For the Year Ended March 31, 2014 (Amounts in thousands) As Previously Adjustments As Cash Flows from Operating Activities Net income $ 12,874 $ (654 ) $ 12,220 Depreciation and amortization 55,898 7,776 63,674 Changes in working capital (36,037 ) (1,383 ) (37,420 ) All other adjustments to reconcile net income to net cash provided by operating activities 29,387 4,549 33,936 Net cash provided by operating activities 62,122 10,288 72,410 Cash Flows from Investing Activities Net cash used in investing activities (41,767 ) 3,055 (38,712 ) Cash Flows from Financing Activities Payments on capital lease obligation — (12,240 ) (12,240 ) All other financing activities (17,712 ) (1,157 ) (18,869 ) Net cash used in financing activities (17,712 ) (13,397 ) (31,109 ) Effect of exchange rate changes on cash (73 ) 54 (19 ) Net change in cash 2,570 — 2,570 Cash at beginning of year 1,361 — 1,361 Cash at end of year $ 3,931 $ — $ 3,931 For the Year Ended March 31, 2013 (Amounts in thousands) As Previously Adjustments As Cash Flows from Operating Activities Net income $ 30,178 $ (6,998 ) $ 23,180 Depreciation and amortization 55,605 7,497 63,102 Changes in working capital (23,212 ) 9,895 (13,317 ) All other adjustments to reconcile net income to net cash provided by operating activities 5,644 (3,256 ) 2,388 Net cash provided by operating activities 68,215 7,138 75,353 Cash Flows from Investing Activities Net cash used in investing activities (47,199 ) 2,403 (44,796 ) Cash Flows from Financing Activities Payments on capital lease obligation — (9,342 ) (9,342 ) All other financing activities (21,737 ) (259 ) (21,996 ) Net used in financing activities (21,737 ) (9,601 ) (31,338 ) Effect of exchange rate changes on cash — 60 60 Net change in cash (721 ) — (721 ) Cash at beginning of year 2,082 — 2,082 Cash at end of year $ 1,361 $ — $ 1,361 Quarterly Financial Information The net effect of the restatement on the Company’s previously reported consolidated financial statements as of and for the for the quarters ended June 30, September 30 and December 31, 2014 and 2013 (unaudited) can be found at Note 25. Quarterly Financial Information (Unaudited) to these financial statements and in the Forms 10-Q/A for the quarters ended June 30, 2014, September 30, 2014, and December 31, 2014 filed with the SEC concurrently with this Annual Report on Form 10-K. |