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Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Operating Revenues:        
Customers [1] $ 47,148 $ 42,416 $ 131,078 $ 115,317
Related Parties [1] 15,744 11,037 41,910 37,913
Total operating revenues 62,892 53,453 172,988 153,230
Cost of sales [2] 39,186 35,803 109,798 101,974
Gross Profit 23,706 17,650 63,190 51,256
Operating expenses [2] 12,890 10,000 35,064 27,330
Operating income 10,816 7,650 28,126 23,926
(Loss) Gain on change in fair value or Earnout Share Liability [3] (2,519) 1,861 (10,191) (9,897)
(Loss) Gain on change in fair value of warrant liability [4] (10,148) 6,756 (21,461) (6,769)
Non-operating revenues, net 10,744 1,003 15,886 3,480
Interest expense (2,307) (2,380) (6,509) (6,647)
Income before taxes 6,586 14,890 5,851 4,093
Income tax provision 8,524 1,770 16,927 7,004
Net income (1,938) 13,120 (11,076) (2,911)
Comprehensive (loss) income:        
Net income (1,938) 13,120 (11,076) (2,911)
Foreign currency translation adjustments (14,111) (6,680) (19,688) (3,971)
Total comprehensive (loss) income $ (16,049) $ 6,440 $ (30,764) $ (6,882)
Basic income per share (in dollars per share) $ (0.08) $ 0.54 $ (0.44) $ (0.12)
Diluted income per share (in dollars per share) $ (0.08) $ 0.46 $ (0.44) $ (0.12)
Basic weighted average common shares outstanding (in shares) 25,426,250 24,364,014 25,127,179 24,306,288
Diluted weighted average common shares outstanding (in shares) 30,825,331 28,637,166 29,734,663 28,261,268
[1] Related party revenue –Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote.
[2] Shipping and handling costs – For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the condensed consolidated statements of operations and comprehensive income for the three- and nine-month periods ended September 30, 2015 and 2014.
[3] Earnout shares - The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013, the Company issued 3,000,000 Ordinary Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016.
[4] Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015.