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 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 (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 13.00 (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. 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 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 |