Correction of Misstatements and Errors

9 Months Ended

Sep. 30, 2015

Accounting Changes and Error Corrections [Abstract]

Accounting Changes and Error Corrections [Text Block]

Note 2. Correction of Misstatements and Errors

The Company identified and corrected eight non-cash errors: (1) in the way the Company had accounted for the fair value and classification of its EBITDA/Ordinary Share Price Shares or “earnout shares”, (2) in the classification and presentation of deferred tax assets and liabilities, (3) in the classification of its shipping and handling costs, (4) in the presentation of related party revenue on consolidated statements of operations and comprehensive income and adequate identification of certain related parties as such, (5) in the classification of purchases and sales of investments in the consolidated statements of cash flows, (6) in the calculation of diluted earnings per share, (7) in the Company’s conclusion on certain variable interest entities and (8) in the way the Company had accounted for the fair value of the Company’s warrants exercised for ordinary shares during the third and fourth quarter of 2015.

A description of each misstatement or error is provided below and additional detail is provided in other notes to these condensed consolidated financial statements:

(a) 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.

The following table sets forth the targets and the number of Earnout Shares issuable upon the achievement of such targets:

	Ordinary Share		EBITDA Target				Number of Earnout Shares
	Price Target		Minimum		Maximum		Minimum		Maximum

Fiscal year ending 12/31/14	$	12.00 per share	$	30,000	$	36,000		416,667		500,000

Fiscal year ending 12/31/15	$	13.00 per share	$	35,000	$	40,000		875,000		1,000,000

Fiscal year ending 12/31/16	$	15.00 per share	$	40,000	$	45,000		1,333,333		1,500,000

Prior to December 31, 2015, the earnout shares were accounted for within equity at par value. In accordance with ASC 815 – Derivatives and Hedging, the earnout shares are not considered indexed to the Company’s own stock and therefore should have been accounted for as a liability with fair value changes being recorded in the consolidated statements of operations and comprehensive income, Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 1

(b) Deferred tax assets and liabilities – The Company was presenting deferred tax assets and liabilities on a gross basis on the balance sheet as at December 31, 2014. Per ASC 740 – Income Taxes, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all current deferred tax liabilities and assets shall be offset and presented as a single amount and all noncurrent deferred tax liabilities and assets shall be offset and presented as a single amount. The deferred tax assets and liabilities have been reclassified and presented in current and long-term assets and liabilities in the condensed consolidated balance sheets presented as of September 30, 2015 and December 31, 2014.

Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 1.

(c) 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.

Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 1.

(d) 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.

(e) Cash flow from investing activities – Cash flows from the sale and purchase of investments were presented on a net basis within cash flow from investing activities amounting to $126. The Company now presents the sales and purchases of investments on a gross basis within cash flow from investing activities. This did not result in a change in total cash flow from investing activities in the nine-month periods ended September 30, 2015 and 2014.

(f) Earnings per share – In previously filed financial statement for the three- and nine-month periods ended September 31, 2015 and 2014, the Company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA or ordinary share price targets. This correction resulted in the inclusion of 1,000,000 additional dilutive shares included in the calculation of diluted earnings per share as of the three- and nine-month periods ended September 30, 2015 based upon the achievement of the 2015 ordinary share price target of $13.00 as of August 17, 2015.

(g) Variable Interest Entities - The Company’s analysis that was performed previously for the preparation of the financial statements as of December 31, 2014 concluded that these entities were VIEs. However, further analysis of the facts and circumstances surrounding the Company’s accounting of ESW LLC and VS performed during 2015 determined that the prior analysis was in error. The correction resulted in no changes to the financial statements for the three- and nine- month periods ended September 30, 2015, other than associated related party footnote disclosures.

(h) 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.

The following table includes the financial statements as originally reported and as adjusted and takes into account the following adjustments:

Condensed Consolidated Balance Sheets

	September 30, 2015						December 31, 2014
	As reported		Adjustment		as Restated		As reported		Adjustment		as Restated		Reference
ASSETS
Current assets:
Cash and cash equivalents		16,871				16,871		15,930				15,930
Trade accounts receivable, net		49,380		(376)		49,004		44,955		(237)		44,718	d
Due from related parties		31,615		376		31,991		28,327		237		28,564	d
Inventories, net		39,609				39,609		28,965				28,965
Other current assets		22,089		(3,343)		18,746		23,319		(5,373)		17,946	b
Total current assets		159,564		-3,343		156,221		141,496		-5,373		136,123

Long term assets:
Property, plant and equipment, net		127,693				127,693		103,980				103,980
Long term receivables from related parties		2,536				2,536		4,220				4,220
Other long term assets		5,037				5,037		6,195		5		6,200	b
Total long term assets		135,266		-		135,266		114,395		5		114,400
Total assets		294,830		(3,343)		291,487		255,891		-5,368		250,523

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		43,258		(223)		43,035		33,493		(543)		32,950	d
Due to related parties		1,490		223		1,713		1,456		543		1,999	d
Current portion of customer advances on uncompleted contracts		6,423				6,423		5,782				5,782
Short-term debt and current portion of long term debt		67,651				67,651		54,925				54,925
Note payable to shareholder		79				79		80				80
Earnout Share Liability		-		13,657		13,657				5,075		5,075	a
Other current liabilities		21,787		(3,443)		18,344		17,300		(5,368)		11,932	b
Total current liabilities		140,688		10,214		150,902		113,036		(293)		112,743

Long term liabilities:
Warrant liability		34,450				34,450		19,991				19,991
Earnout Share Liability				19,830		19,830		-		23,986		23,986	a
Customer advances on uncompleted contracts		8,891				8,891		8,333				8,333
Other Long term liabilities				100		100						-	b
Long term debt		49,113				49,113		39,273				39,273
Total long term liabilities		92,454		19,930		112,384		67,597		23,986		91,583
Total liabilities		233,142		30,144		263,286		180,633		23,693		204,326
COMMITMENTS AND CONTINGENCIES

Shareholders' equity
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		-				-		-				-
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		3				3		2				2
Legal Reserves		1,367				1,367		1,367				1,367
Additional paid-in capital		46,514		(7,607)		38,907		46,514		(20,374)		26,140	a, h
Retained earnings		44,923		(25,880)		19,043		38,806		(8,687)		30,119	a, h
Accumulated other comprehensive loss		(31,119)		-		(31,119)		(11,431)		-		(11,431)
Total shareholders’ equity		61,688		-33,487		28,201		75,258		-29,061		46,197
Total liabilities and shareholders’ equity		294,830		-3,343		291,487		255,891		-5,368		250,523

Condensed Consolidated Statement of Operations

	Three months ended September 30, 2015						Three months ended September 30, 2014
	As reported		Adjustment		Restated		As reported		Adjustment		Restated		Reference

Operating Revenues:
Customers		47,261		(113)		47,148		42,889		(473)		42,416	d
Related Parties		15,631		113		15,744		10,564		473		11,037	d
Total operating revenues		62,892		-		62,892		53,453		-		53,453
Cost of sales		41,166		(1,980)		39,186		37,008		(1,205)		35,803	c
Gross Profit		21,726		1,980		23,706		16,445		1,205		17,650

Operating expenses		10,910		1,980		12,890		8,795		1,205		10,000	c

Operating income		10,816		-		10,816		7,650		-		7,650

(Loss) Gain on change in fair value or Earnout Share Liabilities		-		(2,519)		(2,519)		-		1,861		1,861	a
(Loss) Gain on change in fair value of warrant liability		(3,146)		(7,002)		(10,148)		6,756				6,756	h
Non-operating revenues, net		10,744				10,744		1,003				1,003
Interest expense		(2,307)				(2,307)		(2,380)				(2,380)

Income before taxes		16,107		(9,521)		6,586		13,029		1,861		14,890

Income tax provision		8,524				8,524		1,770				1,770

Net income		7,583		(9,521)		(1,938)		11,259		1,861		13,120

Comprehensive (loss) income:
Net income		7,583		(9,521)		(1,938)		11,259		1,861		13,120

Foreign currency translation adjustments		(14,111)				(14,111)		(6,680)				(6,680)

Total comprehensive (loss) income		(6,528)		(9,521)		(16,049)		4,579		1,861		6,440

Basic income per share		0.30		(0.37)		(0.08)		0.46		0.08		0.54

Diluted income per share		0.25		(0.33)		(0.08)		0.40		0.06		0.46

Basic weighted average common shares outstanding		25,426,250				25,426,250		24,364,014				24,364,014

Diluted weighted average common shares outstanding		29,825,331		1,000,000		30,825,331		28,137,166		500,000		28,637,166

	Nine months ended September 30, 2015						Nine months ended September 30, 2014
	As reported		Adjustment		Restated		As reported		Adjustment		Restated		Reference

Operating Revenues:
Customers		132,355		(1,277)		131,078		117,164		(1,847)		115,317	d
Related Parties		40,633		1,277		41,910		36,066		1,847		37,913	d
Total operating revenues		172,988		-		172,988		153,230		-		153,230
Cost of sales		115,082		(5,284)		109,798		105,540		(3,566)		101,974	c
Gross Profit		57,906		5,284		63,190		47,690		3,566		51,256

Operating expenses		29,780		5,284		35,064		23,764		3,566		27,330	c

Operating income		28,126		-		28,126		23,926		-		23,926

Loss on change in fair value or Earnout Share Liabilities		-		(10,191)		(10,191)		-		(9,897)		(9,897)	a
Loss on change in fair value of warrant liability		(14,459)		(7,002)		(21,461)		(6,769)				(6,769)	h
Non-operating revenues, net		15,886				15,886		3,480				3,480
Interest expense		(6,509)				(6,509)		(6,647)				(6,647)

Income before taxes		23,044		(17,193)		5,851		13,990		(9,897)		4,093

Income tax provision		16,927				16,927		7,004				7,004

Net income		6,117		(17,193)		(11,076)		6,986		(9,897)		(2,911)

Comprehensive (loss) income:
Net income		6,117		(17,193)		(11,076)		6,986		(9,897)		(2,911)

Foreign currency translation adjustments		(19,688)				(19,688)		(3,971)				(3,971)

Total comprehensive (loss) income		(13,571)		(17,193)		(30,764)		3,015		(9,897)		(6,882)

Basic income per share		0.24		(0.68)		(0.44)		0.29		(0.41)		(0.12)

Diluted income per share		0.21		(0.65)		(0.44)		0.25		(0.37)		(0.12)

Basic weighted average common shares outstanding		25,426,250				25,426,250		24,306,288				24,306,288

Diluted weighted average common shares outstanding		28,734,663		1,000,000		29,734,663		27,761,268		500,000		28,261,268

Condensed Consolidated Statement of Cash Flows

	2015						2014
	As reported		Adjustment		Restated		As reported		Adjustment		Restated		Reference
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		6,117		(17,193)		(11,076)		6,986		(9,897)		(2,911)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:						-						-
Provision for bad debts		1,210				1,210		21				21
Provision for obsolete inventory		(265)				(265)		-				-
Depreciation and amortization		8,331				8,331		7,777				7,777
Equity method income		162				162		-				-
Change in value of derivative liability		(57)				(57)		89				89
Change in value of Earnout share liability		-		10,191		10,191		-		9,897		9,897	a
Change in fair value of warrant liability		14,459		7,002		21,461		6,769				6,769	g
Deferred income taxes		(1,058)				(1,058)		352				352
Changes in operating assets and liabilities:
Trade accounts receivables		(18,869)		440		(18,429)		(10,710)		447		(10,263)	d
Inventories		(21,129)				(21,129)		(3,535)				(3,535)
Prepaid expenses		360				360		-				-
Other assets		(5,849)				(5,849)		(11,989)				(11,989)
Accounts payable and accrued expenses		20,830		(264)		20,566		4,344		(33)		4,311	d
Advances from customers		5,324				5,324		(12,388)				(12,388)
Related parties, net		(10,590)		(176)		(10,766)		(7,919)		(414)		(8,333)	d
Other current liabilities		11,266				11,266		6,051				6,051
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		10,242				10,242		(14,152)				(14,152)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments		250		126		376		368				368	e
Proceeds from sale of property and equipment		143				143		-				-
Purchase of investments		(1,318)		(126)		(1,444)		(1,028)				(1,028)	e
Acquisition of property and equipment		(18,228)				(18,228)		(24,918)				(24,918)
Restricted cash		-				-		3,605				3,605
CASH USED IN INVESTING ACTIVITIES		(19,153)				(19,153)		(21,973)				(21,973)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt		79,608				79,608		88,370				88,370
Proceeds from the sale of common stock		-				-		1,000				1,000
Proceeds from the exercise of warrants		-				-		-				-
Repayments of debt		(72,461)				(72,461)		(62,013)				(62,013)
Merger proceeds held in trust		-				-		22,519				22,519
CASH PROVIDED BY FINANCING ACTIVITIES		7,147		-		7,147		49,876		-		49,876

Effect of exchange rate changes on cash and cash equivalents		2,705		-		2,705		1,127		-		1,127

NET INCREASE IN CASH		941		-		941		14,878		-		14,878
CASH - Beginning of period		15,930		-		15,930		2,866		-		2,866
CASH - End of period		16,871		-		16,871		17,744		-		17,744

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest		4,778		-		4,778		4,031		-		4,031
Income Tax		11,938		-		11,938		7,785		-		7,785

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under capital lease		44,624		-		44,624		3,152		-		3,152
Warrant procedes held by transfer agent		-		-		-		741		-		741