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 financial statements should no longer be relied upon. As a result of the foregoing the Company has restated its condensed consolidated financial statements as of June 30, 2014 and March 31, 2014 and for the three months ended June 30, 2014 and 2013. The restatement also affects periods prior to fiscal year 2014, with the cumulative effect of the errors reflected as an adjustment to the fiscal year 2014 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 condensed 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, the Company has determined that a substantial portion of the Fleet Leases should instead be classified as 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 lease classification assessment. 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 first-in, first-out (“FIFO”) method, the inappropriate capitalization of certain inter-plant freight expense and other overhead costs, the misclassification of certain overhead costs between general and administrative expense and cost of goods sold and the misclassification of our financial fuel hedge losses between Cost of goods sold and Other miscellaneous expense (income), net. 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 condensed consolidated balance sheets. These errors primarily related to either the initial capitalization, subsequent depreciation or amortization, or the timing or amount of impairment charges. ADS Mexicana Accounting Adjustments In October 2015, the Company became aware of questions related to the proper characterization of certain ADS Mexicana transactions including an aircraft leasing arrangement, a real estate leasing arrangement and several service arrangements that involved ADS Mexicana related parties. Based on the results of a management review and an independent investigation authorized by the Audit Committee, it was determined that the various lease and services arrangements described above, as well as certain additional services arrangements with former related parties identified during the course of the investigation, lacked commercial and economic substance or proper supporting documentation as to the service performed, and therefore were not appropriately reflected in the Company’s consolidated financial statements. These errors have been corrected in the restated condensed 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 included in the scope of the independent investigation authorized by the Audit Committee. As a result, 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 US GAAP. 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, and certain other miscellaneous items. 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 17. 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 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 Condensed Consolidated Statements of Operations The net effect of the restatement described above on the Company’s previously reported condensed consolidated statements of operations for the three months ended June 30, 2014 and 2013 is as follows: Three Months Ended June 30, 2014 Adjustments (Amounts in thousands, except per share As Previously Leases Inventory Long-Lived Assets ADS Mexicana Income Taxes and As Restated Net sales $ 328,297 $ — $ — $ — $ (6 ) $ (1,857 ) $ 326,434 Cost of goods sold 256,264 (360 ) 9,455 51 534 (368 ) 265,576 Gross profit 72,033 360 (9,455 ) (51 ) (540 ) (1,489 ) 60,858 Operating expenses: Selling 19,246 (110 ) 153 227 (113 ) 149 19,552 General and administrative 20,532 (80 ) (3,914 ) 123 (538 ) (325 ) 15,798 Loss on disposal of assets or businesses — 51 — 13 — — 64 Intangible amortization 2,641 — — (28 ) — — 2,613 Income from operations 29,614 499 (5,694 ) (386 ) 111 (1,313 ) 22,831 Other expense: Interest expense 4,615 436 — — — — 5,051 Other miscellaneous expense (income), net 14 — — (17 ) (215 ) 2 (216 ) Income before income taxes 24,985 63 (5,694 ) (369 ) 326 (1,315 ) 17,996 Income tax expense 9,695 — — — — (1,802 ) 7,893 Equity in net loss of unconsolidated affiliates 621 — — — — 41 662 Net income 14,669 63 (5,694 ) (369 ) 326 446 9,441 Less net income attributable to noncontrolling interest 428 — — — 227 220 875 Net income attributable to ADS 14,241 63 (5,694 ) (369 ) 99 226 8,566 Change in fair value of Redeemable convertible preferred stock (18,373 ) — — — — — (18,373 ) Dividends to Redeemable convertible preferred stockholders (37 ) — — — — — (37 ) Net loss available to common stockholders and participating securities (4,169 ) 63 (5,694 ) (369 ) 99 226 (9,844 ) Net loss available to common stockholders $ (4,169 ) $ 63 $ (5,694 ) $ (369 ) $ 99 $ 226 $ (9,844 ) Weighted average common shares outstanding: Basic 47,536 47,536 Diluted 47,536 47,536 Net loss per share: Basic $ (0.09 ) $ (0.21 ) Diluted $ (0.09 ) $ (0.21 ) Three Months Ended June 30, 2013 Adjustments (Amounts in thousands, except per share data) As Previously Reported Leases Inventory Long-Lived Assets ADS Mexicana Income Taxes and As Restated Net sales $ 293,102 $ — $ — $ — $ 539 $ (1,062 ) $ 292,579 Cost of goods sold 227,099 (161 ) 8,348 (457 ) 1,131 269 236,229 Gross profit 66,003 161 (8,348 ) 457 (592 ) (1,331 ) 56,350 Operating expenses: Selling 17,677 (145 ) 238 14 (1,456 ) 192 16,520 General and administrative 17,659 (82 ) (3,985 ) 5 (455 ) (55 ) 13,087 Gain on disposal of assets or businesses (4,848 ) 136 — (24 ) — — (4,736 ) Intangible amortization 2,861 — — (241 ) — — 2,620 Income from operations 32,654 252 (4,601 ) 703 1,319 (1,468 ) 28,859 Other expense: Interest expense 4,101 628 — — — — 4,729 Other miscellaneous expense, net 529 — — (23 ) (462 ) — 44 Income before income taxes 28,024 (376 ) (4,601 ) 726 1,781 (1,468 ) 24,086 Income tax expense 11,066 — — — — (1,855 ) 9,211 Equity in net loss of unconsolidated affiliates 248 — — — — 78 326 Net income 16,710 (376 ) (4,601 ) 726 1,781 309 14,549 Less net income attributable to noncontrolling interest 414 — — — 969 192 1,575 Net income attributable to ADS 16,296 (376 ) (4,601 ) 726 812 117 12,974 Change in fair value of Redeemable convertible preferred stock (1,578 ) — — — — — (1,578 ) Dividends to Redeemable convertible preferred stockholders (216 ) — — — — — (216 ) Dividends paid to unvested restricted stockholders (8 ) — — — — — (8 ) Net income available to common stockholders and participating securities 14,494 (376 ) (4,601 ) 726 812 117 11,172 Undistributed income allocated to participating securities (1,588 ) 45 556 (88 ) (98 ) (13 ) (1,186 ) Net income available to common stockholders $ 12,906 $ (331 ) $ (4,045 ) $ 638 $ 714 $ 104 $ 9,986 Weighted average common shares outstanding: Basic 47,190 47,190 Diluted 47,689 47,689 Net income per share: Basic $ 0.27 $ 0.21 Diluted $ 0.27 $ 0.21 Cash dividends declared per share $ 0.03 $ 0.03 Impact on Condensed Consolidated Statements of Comprehensive Income The net effect of the restatement described above on the Company’s previously reported condensed consolidated statements of comprehensive income for the three months ended June 30, 2014 and 2013 is as follows: Three Months Ended June 30, 2014 Adjustments (Amounts in thousands, except per share data) As Previously Reported Leases Inventory Long-Lived Assets ADS Mexicana Income Taxes and As Net income $ 14,669 $ 63 $ (5,694 ) $ (369 ) $ 326 $ 446 $ 9,441 Comprehensive income 14,821 63 (5,694 ) (376 ) 340 446 9,600 Less other comprehensive loss attributable to noncontrolling interest, net of tax (153 ) — — — 7 — (146 ) Less net income attributable to noncontrolling interest 428 — — — 227 220 875 Total comprehensive income attributable to ADS $ 14,546 $ 63 $ (5,694 ) $ (376 ) $ 106 $ 226 $ 8,871 Three Months Ended June 30, 2013 Adjustments (Amounts in thousands, except per share data) As Previously Reported Leases Inventory Long-Lived Assets ADS Mexicana Income Taxes and As Net income $ 16,710 $ (376 ) $ (4,601 ) $ 726 $ 1,781 $ 309 $ 14,549 Comprehensive income 12,247 (376 ) (4,601 ) 724 1,767 310 10,071 Less other comprehensive loss attributable to noncontrolling interest, net of tax (973 ) — — — (1 ) 1 (973 ) Less net income attributable to noncontrolling interest 414 — — — 969 192 1,575 Total comprehensive income attributable to ADS $ 12,806 $ (376 ) $ (4,601 ) $ 724 $ 799 $ 117 $ 9,469 Impact on Condensed Consolidated Balance Sheets The net effect of the restatement described above on the Company’s previously reported condensed consolidated balance sheets as of June 30, 2014 and March 31, 2014 is as follows: June 30, 2014 Adjustments (Amounts in thousands) As Previously Leases Inventory Long-Lived Assets ADS Income Taxes As Restated ASSETS Cash $ 4,720 $ — $ — $ — — $ — $ 4,720 Receivables, net 218,037 — — — (3,256 ) (889 ) 213,892 Inventories 260,971 (122 ) (10,650 ) (100 ) 2,451 1,139 253,689 Deferred income taxes and other current assets 17,000 — — 325 — 568 17,893 Property, plant and equipment, net 290,761 73,770 — (4,644 ) — 57 359,944 Goodwill 86,299 — — 1,805 — (85 ) 88,019 Intangible assets, net 63,264 — — (6,562 ) — — 56,702 Other assets 71,277 (12 ) — (6,682 ) — 6,485 71,068 Total assets $ 1,012,329 $ 73,636 $ (10,650 ) $ (15,858 ) $ (805 ) $ 7,275 $ 1,065,927 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT Current maturities of debt obligations $ 11,667 $ — $ — $ — $ — $ — $ 11,667 Current maturities of capital lease obligations — 14,419 — — — — 14,419 Accounts payable 123,189 — 18 — — 1,368 124,575 Other accrued liabilities 36,134 623 — — — 5,285 42,042 Accrued income taxes 11,244 — — — — (614 ) 10,630 Long-term debt obligation 481,215 — — — — — 481,215 Long-term capital lease obligation — 42,995 — — — — 42,995 Deferred tax liabilities 67,913 — — — — (3,416 ) 64,497 Other liabilities 16,112 73 — — — 15,689 31,874 Total liabilities 747,474 58,110 18 — — 18,312 823,914 Mezzanine equity 775,223 — — — — — 775,223 Common stock 11,957 — — — — — 11,957 Paid-in capital — — — — — — — Common stock in treasury, at cost (447,992 ) — — — — — (447,992 ) Accumulated other comprehensive loss (5,672 ) — — (17 ) (533 ) (303 ) (6,525 ) Retained earnings (91,219 ) 15,526 (10,668 ) (15,841 ) (11 ) (7,241 ) (109,454 ) Noncontrolling interest in subsidiaries 22,558 — — — (261 ) (3,493 ) 18,804 Total liabilities, mezzanine equity and stockholders’ deficit $ 1,012,329 $ 73,636 $ (10,650 ) $ (15,858 ) $ (805 ) $ 7,275 $ 1,065,927 March 31, 2014 Adjustments (Amounts in thousands) As Previously Leases Inventory Long-Lived ADS Mexicana Income Taxes 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 described above to the Company’s beginning stockholders’ equity (deficit) balances, cumulatively to reflect adjustments booked to all periods prior to April 1, 2013: (Amounts in thousands) Common Paid in Common stock in treasury Accumulated Other Income (Loss) Retained Total ADS Non-controlling in subsidiaries Total Stockholders’ Stockholders’ equity (deficit), April 1, 2013 (as previously reported) $ 11,957 $ 41,152 $ (448,571 ) $ (856 ) $ 87,331 $ (308,987 ) $ 23,265 $ (285,722 ) Adjustments from: — — — — — — — — Lease Accounting, before income tax effect — — — — 17,883 17,883 — 17,883 Inventory, before income tax effect — — — — (3,490 ) (3,490 ) — (3,490 ) Long-Lived Assets, before income tax effect — — — 1 (15,780 ) (15,779 ) — (15,779 ) ADS Mexicana, before income tax effect — — — (496 ) (586 ) (1,082 ) (649 ) (1,731 ) All other non-income tax adjustments — (1,126 ) — 270 (14 ) (870 ) (4,072 ) (4,942 ) Income tax adjustments — — — (6,142 ) (6,142 ) — (6,142 ) Total adjustments — (1,126 ) — (225 ) (8,129 ) (9,480 ) (4,721 ) (14,201 ) Stockholders’ equity (deficit), April 1, 2013 (As Restated) $ 11,957 $ 40,026 $ (448,571 ) $ (1,081 ) $ 79,202 $ (318,467 ) $ 18,544 $ (299,923 ) Impact on Condensed Consolidated Statements of Cash Flows The net effect of the restatement on the Company’s previously reported condensed consolidated statements of cash flows for the three months ended June 30, 2014 and 2013 is as follows: For the Three Months Ended June 30, 2014 (Amounts in thousands) As Previously Adjustments As Restated Net cash used in operating activities $ (21,258 ) $ 2,716 $ (18,542 ) Net cash used in investing activities (16,646 ) 990 (15,656 ) Net cash provided by financing activities 38,793 (3,720 ) 35,073 For the Three Months Ended June 30, 2013 (Amounts in thousands) As Previously Adjustments As Restated Net cash used in operating activities $ (29,990 ) $ 2,352 $ (27,638 ) Net cash used in investing activities (9,019 ) 899 (8,120 ) Net cash provided by financing activities 40,684 (3,254 ) 37,430 |