Restatement of Previously Issued Financial Statements | 23. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Revisions Reported in the Fiscal Year 2016 Form 10-K Prior to the filing of the Original Form 10-K, Form 10-K. The column in the tables below labeled “Effect of Revision” reflects the impact of these adjustments. Stock-Based Compensation Restatement Subsequent to the issuance of the Original Form 10-K, Due to these errors, and based upon the recommendation of management, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) determined that the Company’s previously issued financial statements should no longer be relied upon. As a result, the Company has restated its consolidated financial statements for the fiscal years ended March 31, 2016, 2015 and 2014. 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. The column in the tables below labeled “Stock-Based Compensation Restatement” reflects the impact of these adjustments. The column in the tables below labeled “As Previously Reported” for fiscal years 2015 and 2014 reflects the financial information reported as part of the Fiscal 2015 Form 10-K, 10-K. The following sections provide additional information relating to the accounting adjustments that were made to the Company’s historical consolidated financial statements. For the fiscal years ended March 31, 2016, 2015 and 2014, the impact of the adjustments on the consolidated statements of comprehensive income (loss) was limited to the change in net income (loss). Accounting Adjustments – Stock-Based Compensation The Company has several programs for stock-based payments to employees, including stock options and restricted stock awards. Historically, the Company has classified stock-based awards as equity awards, and recorded the associated compensation expense based on the award’s grant date fair value. Based upon an internal review of our stock-based award agreements and related administrative procedures, the Company concluded that these awards should have been accounted for as liability-classified instead of equity-classified. Specifically, the Company determined that certain tax withholding provisions were added to stock option agreements beginning in fiscal 2009 that permit the employee to satisfy the tax liability associated with the exercise of the stock options through the withholding of shares that exceeds the minimum tax withholding required by law. In addition, prior to the Company’s initial public offering in fiscal 2015, the Company had periodically repurchased shares within six months of the exercise date with respect to stock option exercises and within six months of the vesting date with respect to restricted stock. As such, the Company has concluded that for all periods presented that it should account for its stock options as liability-classified awards for purposes of calculating stock-based compensation expense, and restricted stock granted to employees should be accounted for as liability-classified awards prior to the Company’s initial public offering in fiscal 2015. The errors in stock-based compensation award classification have been corrected in the restated consolidated financial statements, whereby the fair value of the liability-classified awards has been remeasured at each relevant reporting date with the corresponding impact of the remeasurement resulting in an increase or a decrease in the amount of stock-based compensation expense included in General and administrative expenses, Selling expenses and Cost of goods sold in the Consolidated Statements of Operations. In addition, the carrying value of all liability-classified awards has been reclassified from Paid-in Accounting Adjustments – Executive Stock Repurchase Agreements In fiscal 2007, the Company entered into stock repurchase agreements with certain executives, whereby the Company was required to repurchase shares of the Company’s common stock held by the executive at the current fair market value upon the executive’s death or certain events of termination, as defined. The amount of shares required to be repurchased by the Company from the executive and which the executive or the executive’s heir or estate was obligated to sell to the Company, was limited to the anticipated proceeds from life insurance policies held by the Company (referred to as a mandatorily redeemable obligation). In the case where shares were not repurchased due to the fair value of the shares exceeding the life insurance proceeds, the executive or the executive’s heir or estate had a put right up to a set dollar amount allowing the common stock to be put to the Company at the current fair market value (referred to as an executive’s put right). The stock repurchase agreements included termination clauses such that they would automatically terminate if a change in control event or an IPO occurred prior to the executive’s death. While the Company did not historically take into account the impact of these stock repurchase agreements on the accounting for the shares subject to the stock repurchase agreements, the Company has now determined that it is necessary to account for the contingent obligation to repurchase those shares. As such, the errors in measurement and classification of these amounts have been corrected in the restated consolidated financial statements. Specifically, prior to the termination of the stock repurchase agreements upon the IPO in July 2014, the Company has reclassified all shares subject to the mandatorily redeemable obligation as liabilities and all shares subject to an executive’s put rights as Redeemable common stock in mezzanine equity. For those shares classified as liabilities, changes in the fair value of the shares have been recognized as compensation expense included in General and administrative expenses in the Consolidated Statements of Operations, and dividends paid on those awards have been reclassified from Retained earnings (deficit) to stock-based compensation expense. For those shares classified as Redeemable common stock, changes in the fair value of the shares were recorded as adjustments to Retained earnings (deficit) and Paid-in capital. After the termination of the stock repurchase agreements upon the IPO in July 2014, the Company has reclassified the carrying amount of the shares to Paid-in Accounting Adjustments – Executive Termination Payments ADS has employment agreements with certain executives that include potential payments to be made to those executives upon termination. The terms of the termination payments vary by executive, but are generally based on current base salary and bonus levels at the time of termination. The contractual termination payments vest upon either (1) certain contingent occurrences terminating employment such as death, disability, layoff, the executive voluntarily quitting due to a breach of covenants by the Company or for other “good reason” or (2) the executive reaching a certain age while still working for the Company, as defined in the individual employee agreement. While the Company did not historically accrue a liability in advance for these executive termination payments, the Company has now determined that it is necessary to account for the contingent obligation to make these payments. As such, the associated errors have been corrected in the restated consolidated financial statements. Specifically, the Company has accrued a liability from the effective date of the executive’s employment agreement to the date the executive reaches the required retirement age while working for the Company, which is considered the service period for this obligation. The liability is estimated based on each executive’s current base salary and bonus levels. The associated expense has been recognized as compensation expense included in General and administrative expenses in the Consolidated Statements of Operations. Accounting Adjustments – Income Taxes The Company recorded adjustments to income taxes to reflect the impact of the restatement adjustments. Impact on Consolidated Statements of Operations The effect of the revision and the restatement described above on the Company’s previously reported Consolidated Statements of Operations for the fiscal years ended March 31, 2016, 2015 and 2014 is as follows: For the Year Ended March 31, 2016 (Amounts in thousands, except As Previously Effect of Revision Stock-Based As Restated Net sales $ 1,290,678 $ — $ — $ 1,290,678 Cost of goods sold 1,005,626 — (300 ) (a) 1,005,326 Gross profit 285,052 — 300 285,352 Operating expenses: — Selling 88,978 — (500 ) (a) 88,478 General and administrative 101,445 — (8,941 ) (b) 92,504 Loss on disposal of assets or businesses 812 — — 812 Intangible amortization 9,224 — — 9,224 Income from operations 84,593 — 9,741 94,334 Other expense: — Interest expense 18,460 — — 18,460 Derivative losses and other expense, net 16,575 — — 16,575 Income before income taxes 49,558 — 9,741 59,299 Income tax expense 20,855 — 2,643 23,498 Equity in net loss of unconsolidated affiliates 5,234 — — 5,234 Net income 23,469 — 7,098 30,567 Less net income attributable to noncontrolling interest 5,515 — — 5,515 Net income attributable to ADS 17,954 — 7,098 25,052 Accretion of Redeemable noncontrolling interest (932 ) — — (932 ) Dividends to redeemable convertible preferred stockholders (1,425 ) — — (1,425 ) Dividends paid to unvested restricted stockholders (24 ) — — (24 ) Net income available to common stockholders and participating securities 15,573 — 7,098 22,671 Undistributed income allocated to participating securities (511 ) — (759 ) (1,270 ) Net income available to common stockholders $ 15,062 $ — $ 6,339 $ 21,401 Weighted average common shares outstanding: Basic 53,978 — — 53,978 Diluted 55,052 — 124 55,176 Net income per share: Basic $ 0.28 — $ 0.12 $ 0.40 Diluted $ 0.27 — $ 0.12 $ 0.39 Cash dividends declared per share $ 0.20 $ 0.20 (a) This entire amount relates to the adjustments for stock-based compensation. (b) This amount consists of ($8,647) and ($294) related to the adjustments for stock-based compensation and the executive termination payments, respectively. For the Year Ended March 31, 2015 (Amounts in thousands, except As Previously Effect of Revision Stock-Based As Restated Net sales $ 1,180,073 $ — $ — $ 1,180,073 Cost of goods sold 973,960 (100 ) 1,100 (a) 974,960 Gross profit 206,113 100 (1,100 ) 205,113 Operating expenses: Selling 78,981 — 1,500 (a) 80,481 General and administrative 58,749 — 17,106 (b) 75,855 Gain on disposal of assets or businesses 362 — — 362 Intangible amortization 9,754 — — 9,754 Income from operations 58,267 100 (19,706 ) 38,661 Other expense: Interest expense 19,368 — — 19,368 Derivative losses and other expense, net 14,370 — — 14,370 Income before income taxes 24,529 100 (19,706 ) 4,923 Income tax expense 9,443 40 (3,199 ) 6,284 Equity in net loss of unconsolidated affiliates 2,335 — — 2,335 Net income (loss) 12,751 60 (16,507 ) (3,696 ) Less net income attributable to noncontrolling interest 4,131 — — 4,131 Net income (loss) attributable to ADS 8,620 60 (16,507 ) (7,827 ) Change in fair value of redeemable convertible preferred stock (11,054 ) — — (11,054 ) Dividends to redeemable convertible preferred stockholders (661 ) — — (661 ) Dividends paid to unvested restricted stockholders (11 ) — — (11 ) Net loss available to common stockholders and participating securities (3,106 ) 60 (16,507 ) (19,553 ) Net loss available to common stockholders $ (3,106 ) $ 60 $ (16,507 ) $ (19,553 ) Weighted average common shares outstanding: Basic 51,344 — — 51,344 Diluted 51,344 — — 51,344 Net loss per share: Basic $ (0.06 ) $ (0.00 ) $ (0.32 ) $ (0.38 ) Diluted $ (0.06 ) $ (0.00 ) $ (0.32 ) $ (0.38 ) Cash dividends declared per share $ 0.08 $ 0.08 (a) This entire amount relates to the adjustments for stock-based compensation. (b) This amount consists $15,767, $1,011 and $328 related to the adjustments for stock-based compensation, the executive stock repurchase agreements and the executive termination payments, respectively. For the Year Ended March 31, 2014 (Amounts in thousands, except As Previously Effect of Revision Stock-Based As Restated Net sales $ 1,067,780 $ — $ — $ 1,067,780 Cost of goods sold 873,810 1,422 — 875,232 Gross profit 193,970 (1,422 ) — 192,548 Operating expenses: Selling 74,042 — — 74,042 General and administrative 59,761 — 3,136 (a) 62,897 Gain on disposal of assets or businesses (2,863 ) — — (2,863 ) Intangible amortization 10,145 — — 10,145 Income from operations 52,885 (1,422 ) (3,136 ) 48,327 Other expense: Interest expense 18,807 — — 18,807 Derivative losses (gains) and other expense (income), net (1,177 ) — — (1,177 ) Income before income taxes 35,255 (1,422 ) (3,136 ) 30,697 Income tax expense 19,949 (527 ) 215 19,637 Equity in net loss of unconsolidated affiliates 3,086 — — 3,086 Net income 12,220 (895 ) (3,351 ) 7,974 Less net income attributable to noncontrolling interest 3,593 — — 3,593 Net income attributable to ADS 8,627 (895 ) (3,351 ) 4,381 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 ) — 393 (25 ) Net loss available to common stockholders and participating securities (5,909 ) (895 ) (2,958 ) (9,762 ) Net loss available to common stockholders $ (5,909 ) $ (895 ) $ (2,958 ) $ (9,762 ) Weighted average common shares outstanding: Basic 47,277 — — 47,277 Diluted 47,277 — — 47,277 Net loss per share: Basic $ (0.12 ) $ (0.02 ) $ (0.07 ) $ (0.21 ) Diluted $ (0.12 ) $ (0.02 ) $ (0.07 ) $ (0.21 ) Cash dividends declared per share $ 1.68 $ 1.68 (a) This amount consists of ($180), $2,579 and $737 related to the adjustments for stock-based compensation, the executive stock repurchase agreements and the executive termination payments, respectively. Impact on Consolidated Balance Sheets The effect of the revision and the restatement described above on the Company’s previously reported Consolidated Balance Sheets as of March 31, 2016 and 2015 is as follows: March 31, 2016 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Restated ASSETS Cash $ 6,555 $ — $ — $ 6,555 Receivables, net 186,883 — — 186,883 Inventories 230,466 — — 230,466 Deferred income taxes and other current assets 12,859 — 2,799 15,658 Property, plant and equipment, net 391,744 — — 391,744 Goodwill 100,885 — — 100,885 Intangible assets, net 59,869 — — 59,869 Other assets 48,387 — — 48,387 Total assets $ 1,037,648 $ — $ 2,799 $ 1,040,447 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current maturities of debt obligations $ 35,870 $ — $ — $ 35,870 Current maturities of capital lease obligations 19,231 — — 19,231 Accounts payable 119,606 — — 119,606 Current portion of liability-classified stock-based awards — — 10,118 10,118 Other accrued liabilities 65,099 — — 65,099 Accrued income taxes 1,822 — 438 2,260 Long-term debt obligation 315,345 — — 315,345 Long-term capital lease obligation 56,809 — — 56,809 Deferred tax liabilities 63,683 — 269 63,952 Other liabilities 30,803 — 7,118 37,921 Total liabilities 708,268 — 17,943 726,211 Mezzanine equity 111,747 — — 111,747 Common stock 12,393 — — 12,393 Paid-in 715,859 — 23,238 739,097 Common stock in treasury, at cost (440,995 ) — — (440,995 ) Accumulated other comprehensive loss (21,261 ) — — (21,261 ) Retained earnings (deficit) (63,396 ) — (38,382 ) (101,778 ) Noncontrolling interest in subsidiaries 15,033 — — 15,033 Total liabilities, mezzanine equity and stockholders’ equity $ 1,037,648 $ — $ 2,799 $ 1,040,447 March 31, 2015 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Restated ASSETS Cash $ 3,623 $ — $ — $ 3,623 Receivables, net 154,294 — — 154,294 March 31, 2015 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Restated Inventories 269,842 (9,292 ) — 260,550 Deferred income taxes and other current assets 18,972 3,532 3,439 25,943 Property, plant and equipment, net 377,067 (1,254 ) — 375,813 Goodwill 98,679 — — 98,679 Intangible assets, net 58,055 — — 58,055 Other assets 61,167 — — 61,167 Total assets $ 1,041,699 $ (7,014 ) $ 3,439 $ 1,038,124 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current maturities of debt obligations $ 9,580 $ — $ — $ 9,580 Current maturities of capital lease obligations 15,731 — — 15,731 Accounts payable 111,893 — — 111,893 Current portion of liability-classified stock-based awards — — 17,611 17,611 Other accrued liabilities 54,349 — — 54,349 Accrued income taxes 6,041 11 247 6,299 Long-term debt obligation 390,315 — — 390,315 Long-term capital lease obligation 45,503 — — 45,503 Deferred tax liabilities 65,088 (492 ) (1,764 ) 62,832 Other liabilities 28,602 (44 ) 10,307 38,865 Total liabilities 727,102 (525 ) 26,401 752,978 Mezzanine equity 108,021 — — 108,021 Common stock 12,393 — — 12,393 Paid-in 700,977 — 22,518 723,495 Common stock in treasury, at cost (445,065 ) — — (445,065 ) Accumulated other comprehensive loss (15,521 ) — — (15,521 ) Retained earnings (deficit) (62,621 ) (6,489 ) (45,480 ) (114,590 ) Noncontrolling interest in subsidiaries 16,413 — — 16,413 Total liabilities, mezzanine equity and stockholders’ equity $ 1,041,699 $ (7,014 ) $ 3,439 $ 1,038,124 Cumulative Effect of Prior Period Adjustments The following table presents the impact of the revision and 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 Accumulated Retained Total ADS Non-controlling Total Stockholders’ equity (deficit), March 31, 2013 (as previously reported) $ 11,957 $ 40,026 $ (448,571 ) $ (1,081 ) $ 79,202 $ (318,467 ) $ 18,544 $ (299,923 ) Adjustments from: Effect of Revision — — — — (5,654 ) (5,654 ) — (5,654 ) Stock-Based Compensation Restatement — (155 ) — — (26,638 ) (26,793 ) — (26,793 ) Total adjustments — (155 ) — — (32,292 ) (32,447 ) — (32,447 ) Stockholders’ equity (deficit), March 31, 2013 (As Restated) $ 11,957 $ 39,871 $ (448,571 ) $ (1,081 ) $ 46,910 $ (350,914 ) $ 18,544 $ (332,370 ) Impact on Consolidated Statements of Cash Flows The effect of the revision and the restatement on the Company’s previously reported Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2016, 2015 and 2014 is as follows: For the Year Ended March 31, 2016 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Cash Flows from Operating Activities Net income $ 23,469 $ — $ 7,098 $ 30,567 ESOP, stock repurchase agreement and stock-based compensation 13,829 — (9,447 ) 4,382 All other adjustments to reconcile net income to net cash provided by operating activities 98,044 — 2,349 100,393 Net cash provided by operating activities 135,342 — — 135,342 Cash Flows from Investing Activities Net cash used in investing activities (49,018 ) — — (49,018 ) Cash Flows from Financing Activities Net cash used in financing activities (82,964 ) — — (82,964 ) Effect of exchange rate changes on cash (428 ) — — (428 ) Net change in cash 2,932 — — 2,932 Cash at beginning of year 3,623 — — 3,623 Cash at end of year $ 6,555 $ — $ — $ 6,555 For the Year Ended March 31, 2015 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Cash Flows from Operating Activities Net income $ 12,751 $ 60 $ (16,507 ) $ (3,696 ) ESOP, stock repurchase agreement and stock-based compensation 18,024 — 19,378 37,402 All other adjustments to reconcile net income to net cash provided by operating activities 43,604 (60 ) (2,871 ) 40,673 Net cash provided by operating activities 74,379 — — 74,379 Cash Flows from Investing Activities Net cash used in investing activities (76,093 ) — — (76,093 ) Cash Flows from Financing Activities Net cash provided by financing activities 1,791 — — 1,791 Effect of exchange rate changes on cash (385 ) — — (385 ) Net change in cash (308 ) — — (308 ) Cash at beginning of year 3,931 — — 3,931 Cash at end of year $ 3,623 $ — $ — $ 3,623 For the Year Ended March 31, 2014 (Amounts in thousands) As Previously Effect of Revision Stock-Based Compensation Restatement As Cash Flows from Operating Activities Net income $ 12,220 $ (895 ) $ (3,351 ) $ 7,974 ESOP, stock repurchase agreement and stock-based compensation 35,033 — 2,399 37,432 All other adjustments to reconcile net income to net cash provided by operating activities 25,157 895 952 27,004 Net cash provided by operating activities 72,410 — — 72,410 Cash Flows from Investing Activities Net cash used in investing activities (38,712 ) — — (38,712 ) Cash Flows from Financing Activities Net cash used in financing activities (31,109 ) — — (31,109 ) Effect of exchange rate changes on cash (19 ) — — (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 Additional Subsequent Events Subsequent Events Related to the Bank Term Loans and Senior Notes In October 2016, the Company obtained additional consents from the lenders of the Bank Term Loans and Senior Notes. These consents had the effect of extending the time for delivery of our first quarter fiscal 2017 quarterly financial information to November 30, 2016 and our second quarter fiscal 2017 quarterly financial information to December 31, 2016, whereby an event of default was waived as long as those items are delivered within a 30 day grace period after those dates. In addition, the consents also permitted the Company’s payment of a quarterly dividend of $0.06 per share on common shares in December 2016, as well as the annual dividend of $0.0195 per share to be paid on shares of preferred stock in March 2017. In December 2016, the Company obtained additional consents from the lenders of the Bank Term Loans and Senior Notes. These consents had the effect of extending the time for delivery of our first quarter fiscal 2017 quarterly financial information to January 31, 2017. Subsequent Event Related to the ADS Mexicana Revolving Credit Facility During the period from November 3, 2014 to November 11, 2015, our joint venture, ADS Mexicana, made intercompany revolving loans to ADS, Inc. The maximum aggregate amount of the intercompany loans outstanding at any time was $6,900. Since November 11, 2015, there have been no other intercompany loans made, and no balance remains outstanding. According to the terms of the ADS Mexicana Revolving Credit Facility, ADS Mexicana was not permitted to make such loans, triggering an Event of Default. ADS Mexicana had an obligation to report such Event of Default and the Company had not previously disclosed the related restriction on its ability to enter into such loans. These events together were characterized as a Specified Default. On December 13, 2016, ADS Mexicana obtained a covenant waiver on the ADS Mexicana Revolving Credit Facility for the Specified Default from the lenders. |