SOURCE: Tecnoglass, Inc.

Tecnoglass, Inc.

March 10, 2017 07:00 ET

Tecnoglass Reports Record Fourth Quarter and Full Year 2016 Results

BARRANQUILLA, COLOMBIA--(Marketwired - Mar 10, 2017) - Tecnoglass, Inc. (NASDAQ: TGLS)

- Total Revenues Up 26% to a Record $305.0 Million for Full Year 2016 -
- Net Income Increased to $23.2 Million for Full Year 2016 -
- Adjusted EBITDA
1 Grew 26.1% to a Record $72.0 Million for Full Year 2016 -
- Backlog Expands 6% Year-over-Year to $396 Million -

Fourth Quarter 2016 Highlights as Compared to Fourth Quarter 2015

  • Total revenues increased 21.1% to $80.3 million; up 20.6% on a constant currency basis
  • Net income increased to $2.9 million
  • Adjusted EBITDA1 grew 36.7% to $19.3 million
  • Completed acquisition of E.S. Windows, LLC ("ESWindows"), the largest importer and reseller of Tecnoglass products in the United States
  • After the quarter end, acquired Giovanni Monti and Partners Consulting and Glazing Contractors, Inc. ("GM&P"), a Florida-based commercial consulting, glazing and engineering company, specializing in windows and doors for commercial contractors
  • After the quarter end, issued $210 million of 5-year senior unsecured notes at a fixed rate of 8.20% and repaid approximately $185 million of outstanding indebtedness, which reduced the Company's average cost of borrowing by 70 basis points and eliminated capital amortization payments formerly associated with prior lines of credit which were repaid in full

Tecnoglass, Inc. (NASDAQ: TGLS) ("Tecnoglass" or the "Company"), a leading manufacturer of architectural glass, windows, and associated aluminum products for the global commercial and residential construction industries, today reported financial results for the fourth quarter and full year ended December 31, 2016

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, "2016 was a transformative year for our Company, in which we grew total revenues to a record $305 million, commenced a $0.50 annualized dividend, completed our warrant exchange offer, strengthened our financial reporting and acquired our largest importer in the US on very favorable terms to Tecnoglass. We believe these collective actions, among others, have significantly improved our alignment with shareholders and reinforced our commitment to driving additional value through our local leadership positions to produce outpaced market growth on our highly efficient, low-cost operations."

José Manuel Daes continued, "Overall commercial construction activity was strong throughout the quarter resulting in a healthy backlog at year end up 6% to $396 million, and up 28% to $479 million on a pro forma basis including the GM&P acquisition. Fourth quarter revenues up 20.6% year-over-year were stronger than expected, driven by a significant increase in demand for glass curtains and walls in our US markets. As a result of this robust demand, we were very pleased to grow adjusted EBITDA by an even more impressive 36.7% in the fourth quarter. As we move forward into 2017, we are well-situated to deliver another year of double-digit growth in sales and Adjusted EBITDA while investing prudently to generate attractive returns."

Christian Daes, Chief Operating Officer of Tecnoglass, added, "Since the beginning of 2016, we have taken significant steps to diversify our business, strengthen our vertical integration and improve our capital structure. During 2016, we increased sales by 31% in the US by winning new customers, entering new markets and introducing new cutting edge products. As a result, we sourced a higher mix of total revenues from the US, and increasingly from markets beyond South Florida. This growth opportunity remains immense and is further reinforced by our expectation for strong US-Colombia free trade relations to persist, especially given the large ongoing trade deficit on the Colombian side. To that end, our acquisition of GM&P in March 2017 marked our second acquisition in the US since December, which augmented our vertically integrated operations, enhanced our distribution capabilities, and provided us with a unique opportunity to directly install value-add products in select projects. We are confident in the trajectory of our business and look forward to executing on our multi-year project pipeline while actively pursuing additional opportunities to grow our business in all markets."

Fourth Quarter 2016 Results
Effective with fourth quarter results, the Company's full year 2016 and 2015 financial results have been retroactively adjusted for the ESWindows acquisition, completed under the common control method under U.S. GAAP, as though the acquisition was completed on January 1, 2015. [The Company has provided a reconciliation of select historical financial information to reflect such changes, which can be found in the Events & Presentations section of the Investor Information website at www.tecnoglass.com. TGLS to confirm will provide]

Total revenues for the fourth quarter 2016 increased 21.1% to $80.3 million compared to $66.3 million in the prior year quarter. Total revenues increased 20.6% on a constant currency basis, excluding a $0.4 million benefit from favorable foreign currency in Peso denominated sales in the fourth quarter 2016. US revenues rose 49.4% to $51.2 million compared to $34.3 million in the prior year quarter. Colombia revenues, a majority of which are represented by long-term contracts priced in Colombian Pesos (COP), increased 2.4% on a local currency basis in the fourth quarter 2016. The favorable foreign currency impact this quarter resulted in reported Colombia revenues up 4.0% to $25.4 million compared to the prior year quarter.

Gross profit was $28.7 million, compared to $23.6 million in the prior year quarter, each representing a 35.7% gross margin. Operating expenses were $19.6 million compared to $13.2 million in the prior year quarter. As a percent of total revenue, operating expenses were 24.4% compared to 19.9% in the prior year quarter. The increase in the fourth quarter 2016 was mainly attributable to $4.5 million of one-time expenses, including a write-off of unbilled receivables of $3.2 million related to a partial change in scope of a certain project, with the remainder attributable to a one-time write-off in accounts receivable, and professional and consulting fees associated with the ESWindows acquisition. Excluding these one-time items, operating expenses would have been $15.0 million, or 18.7% as a percentage of total revenues. Operating income was $9.1 million compared to $10.4 million in the prior year quarter.

Net income gain was $2.9 million, or a $0.09 per diluted share, compared to a net loss of $2.0 million, or a $0.07 loss per diluted share in the prior year quarter. Adjusted net income1, excluding the impact of warrants and earn-out shares as reconciled in the table below, was $4.9 million, or $0.15 per diluted share, compared to $2.1 million, or $0.08 per diluted share, in the prior year quarter. This difference in adjusted net income1 was primarily due to higher interest expense associated with the incremental borrowings to support the Company´s completion of its growth capex phase.

Adjusted EBITDA1 increased 36.7% to $19.3 million compared to $14.1 million in the prior year quarter. Adjusted EBITDA1 excludes the impact of warrants, earn-out shares and foreign exchange gains and losses as reconciled in the table below.

Full Year 2016 Results
Total revenues for the full year 2016 increased 25.9% to $305.0 million compared to $242.2 million in the prior year. Total revenues increased 30.5% on a constant currency basis, excluding an $11.1 million impact from unfavorable foreign currency translation in Peso denominated sales in the full year 2016.

Operating income grew to $47.8 million compared to $39.6 million in the prior year. Net income was $23.2 million, or a $0.77 per diluted share, compared to a net loss of $11.0 million, or a $0.42 loss per diluted share in the prior year. Adjusted net income1 was $21.1million, or $0.70 per diluted share, compared to $24.7 million, or $0.94 per diluted share, in the prior year. Adjusted EBITDA increased 26.1% to $72.0 million compared to $57.1 million in the prior year.

Acquisitions
In December 2016, the Company acquired ESWindows, the largest importer and reseller of Tecnoglass products in the United States for a total purchase price of $13.0 million. ESWindows further enhances the Company's vertically integrated operations and allows for more efficient service to the Company's rapidly expanding U.S. customer base.

After the quarter end, in March 2017 the Company acquired GM&P, a Florida-based commercial consulting, glazing and engineering company, specializing in windows and doors for commercial contractors. GM&P has many years of experience in the design and installation of various building enclosure systems, such as glass curtain and window walls. GM&P services projects of all sizes throughout the United States, mainly serving architects, general contractors and developers. As one of the Company´s largest clients, the acquisition of GM&P provides an attractive opportunity for Tecnoglass to continue its long-term strategy to vertically integrate and streamline its distribution logistics. In addition, GM&P gives Tecnoglass the ability to complete fabrication work internally in the U.S when economically advantageous, providing added operational diversification. The purchase price for the acquisition was $35 million. For the full year ended December 31, 2016, GM&P had revenue of approximately $137 million, which after giving effect to the elimination of inter-company revenues with Tecnoglass, would have contributed approximately $50 million of net revenue to the Company on a pro forma consolidated basis for that period.

Dividend
In December 2016, the Company's Board of Directors authorized the payment of the Company's regular quarterly dividend of $0.125 per share for the fourth quarter 2016. The dividend was paid on February 1, 2017, to shareholders of record at the close of business on December 29, 2016, in the form of cash or ordinary shares, based on the option of shareholders.

Full Year 2017 Outlook
For the full year 2017, the company expects to continue its double-digit revenue growth based on improving commercial construction markets and additional market share gains in the U.S, Colombian and Latin American markets. In 2017, the Company anticipates revenues to grow to a range of $360 to $390 million, which it expects to be largely weighted towards the back half of the year, starting with a seasonally lower first quarter 2017. The Company expects Adjusted EBITDA to increase to a range of $82 million to $90 million, mainly as a result of higher revenues. The full year 2017 outlook includes the effect of fully consolidating ESWindows, along with the contribution of GM&P as of the March 1, 2017 acquisition date.

Conference Call
Management will host a conference call on Friday, March 10, 2017 at 9:00 a.m. eastern time (9:00 a.m. Bogota, Colombia time) to review the Company's results. The conference call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the call and view the slides, please visit the Investor Relations section of Tecnoglass' website at www.tecnoglass.com. Please go to the website at least 15 minutes early to register, download and install any necessary audio software. To participate by telephone, please dial:

  • (877) 705-6003 (Domestic)
  • (201) 493-6725 (International)

If you are unable to listen live, a replay of the conference call will be archived on the website. You may also access the conference call playback by dialing (877) 870-5176 (Domestic) or (858) 384-5517 (International) and entering pass code: 13655560 through June 30, 2017. 

About Tecnoglass
Tecnoglass Inc. is a leading manufacturer of architectural glass, windows, and associated aluminum products for the global commercial and residential construction industries. Tecnoglass is the #1 architectural glass transformation company in Latin America and the second largest glass fabricator serving the United States. Headquartered in Barranquilla, Colombia, the Company operates out of a 2.3 million square foot vertically-integrated, state-of-the-art manufacturing complex that provides easy access to the Americas, the Caribbean, and the Pacific. Tecnoglass supplies more than 800 customers in North, Central and South America, with the United States accounting for approximately 62% of revenues in 2016. Tecnoglass' tailored, high-end products are found on some of the world's most distinctive properties, including the El Dorado Airport (Bogota), Imbanaco Medical Center (Cali), Trump Plaza (Panama), Trump Tower (Miami), and The Woodlands (Houston). For more information, please visit www.tecnoglass.com or view our corporate video at https://vimeo.com/134429998.

Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Tecnoglass' current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Tecnoglass' business. These risks, uncertainties and contingencies are indicated from time to time in Tecnoglass' filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that Tecnoglass' financial results in any particular period may not be indicative of future results. Additionally, Tecnoglass' financial information for 2016 remains subject to completion of the Company's audit and other financial and accounting procedures as detailed in the Company's reports with the Securities and Exchange Commission. These results may differ from the actual results that the Company reports following completion of such procedures. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise, except as required by law.

1 Adjusted EBITDA excludes the impact of warrants and earn-out shares and further excludes foreign exchange gains and losses related to the effect on foreign exchange rates on monetary balance sheet accounts, as reconciled in the table below.

PART I - FINANCIAL INFORMATION

Tecnoglass Inc. and Subsidiaries  
Consolidated Balance Sheets  
(In thousands, except share and per share data)  
   
    December 31,     December 31,  
    2016     2015  
             
ASSETS            
Current assets:            
Cash and cash equivalents   $ 26,918     $ 22,671  
Investments     1,537       1,470  
Trade accounts receivable, net     92,297       67,080  
Unbilled receivables on uncompleted contracts     6,625       9,868  
Due from related parties     10,995       10,186  
Other assets     5,871       7,798  
Inventories     55,092       48,741  
Prepaid expenses     1,183       3,353  
Total current assets     200,518       171,167  
                 
Long term assets:                
Property, plant and equipment, net     170,797       135,974  
                 
Long term receivables from related parties     -       2,536  
Goodwill     4,555       3,344  
Intangible assets     1,330       1,330  
Deferred income taxes     -       640  
Other long term assets     7,312       6,420  
Total long term assets     183,994       150,244  
Total assets   $ 384,512     $ 321,411  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current liabilities                
Short-term debt and current portion of long-term debt   $ 2,651     $ 17,571  
Trade accounts payable     42,546       38,981  
Dividend Payable     3,486       -  
Due to related parties     3,668       1,362  
Taxes payable     6,627       18,277  
Labor liabilities     1,410       918  
Warrant liability     -       31,213  
Earnout share liability     -       13,740  
Current portion of customer advances on uncompleted contracts     7,780       11,841  
Total current liabilities     68,168       133,903  
                 
Earnout share liability     -       20,414  
Deferred income taxes     3,523       2,744  
Customer advances on uncompleted contracts     2,310       4,404  
Long-term debt     196,946       121,493  
Total long term liabilities     202,779       149,055  
Total liabilities   $ 270,947     $ 282,958  
                 
Commitments and contingencies                
                 
Shareholders' equity                
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2016 and 2015   $ -     $ -  
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 33,172,144 and 26,895,636 shares issued and outstanding at December 31, 2016 and 2015, respectively    
3
      3  
Legal reserves     1,367       1,367  
Additional paid capital     114,848       45,584  
Retained earnings     26,547       22,028  
Accumulated other comprehensive income (loss)     (28,880 )     (31,169 )
Total shareholders' equity     113,565       37,813  
Total liabilities and shareholders' equity   $ 684,512     $ 321,411  
                 
Consolidated Statements of Operations and Comprehensive Income  
(In thousands, except share and per share data)  
   
    Three-months ended December 31,     Years ended December 31,  
    2016     2015     2016     2015  
                         
Operating revenue:                        
Customers   $ 77,960     $ 60,975     $ 295,274     $ 232,297  
Related Parties     2,315       5,296       9,742       9,942  
Total Operating Revenue     80,275       66,271       305,016       242,239  
                                 
Cost of sales     51,604       42,607       192,369       151,381  
Gross profit     28,671       23,664       112,647       90,858  
                                 
Operating expenses:                                
Selling     11,965       7,381       36,953       29,081  
General and administration     7,623       5,830       27,846       22,186  
Operating expenses     19,588       13,211       64,799       51,267  
                              -  
Operating income     9,083       10,453       47,848       39,591  
                              -  
Change in fair value of warrant liability     1,063       (3,440 )     776       (24,901 )
Change in fair value of earnout shares liability     270       (667 )     4,674       (10,858 )
Non-operating income, net     1,323       (376 )     4,155       5,054  
Foreign currency transaction gains (losses)     (1,555 )     (1,450 )     (1,387 )     10,059  
Interest expense     (4,677 )     (2,765 )     (16,814 )     (9,274 )
              -               -  
Income before taxes     5,507       1,755       39,252       9,671  
                                 
Income tax provision     2,579       3,764       16,072       20,691  
Net (loss) income   $ 2,928     $ (2,009 )   $ 23,180     $ (11,020 )
                              -  
Comprehensive income:                             -  
Net (loss) income   $ 2,928     $ (2,009 )   $ 23,180     $ (11,020 )
Foreign currency translation adjustments     -       -       4,519       (19,738 )
Total comprehensive (loss) income   $ 2,928     $ (2,009 )   $ 27,699     $ (30,758 )
                                 
                                 
Basic income per share   $ 0.09     $ (0.07 )   $ 0.79     $ (0.42 )
                                 
Diluted income per share   $ 0.09     $ (0.07   $ 0.77     $ (0.42 )
                                 
Basic weighted average common shares outstanding     31,086,243       27,405,175       29,231,054       26,454,469  
                                 
Diluted weighted average common shares outstanding     32,108,257       30,907,253       30,253,068       29,956,547  
                                 
Tecnoglass Inc. and Subsidiaries  
Consolidated Statements of Cash Flows  
(In thousands)  
   
    Years Ended December 31,  
    2016     2015  
             
CASH FLOWS FROM OPERATING ACTIVITIES            
Net income (loss)   $ 23,180     $ (11,020 )
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:                
Provision for bad debts     4.686       1,477  
Provision for obsolete inventory     238       (255 )
Change in fair value of investments held for trading     (33 )     10  
Depreciation and amortization     15.522       12,464  
Loss on disposition of assets     (4,674 )     232  
Change in value of derivative liability     (21 )     (69 )
Change in fair value of earnout share liability     (4.674 )     10,858  
Change in fair value of warrant liability     (776 )     24,901  
Director Stock compensation     300       -  
Deferred income taxes     (247 )     (119 )
Changes in operating assets and liabilities, net of effects from acquisitions:                
Trade Accounts Receivable     (25.979 )     (29,394 )
Deferred income taxes     -       -  
Inventories     (4.305 )     (29,185 )
Prepaid expenses     799       (1,503 )
Other assets     (6.425 )     (12,203 )
Trade accounts payable     1.574       15,423  
Taxes payable     (2.299 )     14,055  
Labor liabilities     439       221  
Related parties     2.259       295  
Advances from customers     (25.979 )     6,323  
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     (3,085 )     2,511  
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of investments     24,486       1,913  
Proceeds from sale of property and equipment     686       4,470  
Purchase of investments     (26,975 )     (877 )
Acquisition of property and equipment     (22,906 )     (14,901 )
CASH USED IN INVESTING ACTIVITIES     (24,709 )     (9,395 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from debt     196,468       113,274  
Proceeds from the exercise of unit purchase options     404       -  
Dividend distribution     (741 )     -  
ESW LLC distributions prior to acquisition     (2,263 )     (1,409 )
Proceeds from the exercise of warrants     800       -  
Repayments of debt and capital leases     (163,126 )     (102,356 )
CASH PROVIDED BY FINANCING ACTIVITIES     31,542       9,509  
                 
Effect of exchange rate changes on cash and cash equivalents     499       720  
                 
NET INCREASE IN CASH     4,247       3,345  
CASH - Beginning of year     22,671       19,326  
CASH - End of year   $ 26,918     $ 22,671  
                 
Revenues by Region
(Amounts in thousands)
(unaudited)
 
    Three months ended December 31,
2016   2015   % Change
Revenues by Region            
United States   51,175   34,263   49.4%
Colombia   25,419   24,448   4.0%
Other Countries   3,681   7,560   (51.3%)
Total Revenues by Region   80,275   66,271   21.1%
             
    Twelve months ended December 31,
2016   2015   % Change
Revenues by Region            
United States   189,985   145,207   30.8%
Colombia   98,758   81,290   21.5%
Other Countries   16,273   15,742   3.4%
Total Revenues by Region   305,016   242,239   25.9%
             

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures
(Amounts in thousands)
(unaudited)

The Company believes that Total Revenues with Foreign Currency Held Neutral non-GAAP performance measures, which management uses in managing and evaluating the Company's business, may provide users of the Company's financial information with additional meaningful bases for comparing the Company's current results and results in a prior period, as these measures reflect factors that are unique to one period relative to the comparable period. However, these non-GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company's reported results under accounting principles generally accepted in the United States.

    Three months ended December 31,  
2016   2015   % Change  
               
Total Revenues with Foreign Currency Held Neutral   $ 79,902   $ 66,271   20.6 %
Impact of changes in foreign currency     373     -   0.6 %
Total Revenues, As Reported   $ 80,275   $ 66,271   21.1 %
                   
    Twelve months ended December 31,  
2016     2015   % Change  
                 
Total Revenues with Foreign Currency Held Neutral   $ 316,089     $ 242,239   30.5 %
Impact of changes in foreign currency     (11,073 )     -   (4.6 %)
Total Revenues, As Reported   $ 305,016     $ 242,239   25.9 %
                     

 Currency impacts on total revenues have been derived by translating current period revenues at the quarter-to-date 2016 average foreign currency rates for the period ending September 30, 2015, as applicable.

Reconciliation of Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income to Net Income
(In thousands, except share and per share data)
(unaudited)

Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income are not measures of financial performance under generally accepted accounting principles ("GAAP"). Management believes Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income, in addition to operating profit, net income and other GAAP measures, is useful to investors to evaluate the Company's results because it excludes certain items that are not directly related to the Company's core operating performance. Investors should recognize that Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.

Reconciliations of the non-GAAP measures used in this press release are included in the tables attached to this press release, to the extent available without unreasonable effort. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures.

A reconciliation of Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income to the most directly comparable GAAP measure in accordance with SEC Regulation G follows, with amounts in thousands:

    Three months ended  
December 31, 2015     March 31, 2016     June 30, 2016     September 30, 2016     December 31, 2016  
                               
Adjusted EBITDA   14,102     16,342     17,881     18,528     19,283  
  Depreciation   4,025     3,331     3,737     4,086     4,368  
Adjusted EBIT   10,077     13,011     14,144     14,442     14,915  
  Interest Expense   2,765     3,124     4,242     4,771     4,677  
  FX Transaction (Gain)/ Loss   1,450     1,257     1,009     (2,434 )   1,555  
  Tax Provision   3,764     3,643     3,815     6,035     2,579  
  One-Time Tax Provision Effect                           1,149  
Adjusted Net Income   2,098     4,987     5,078     6,070     4,955  
  One-Time Tax Provision Effect                           (1,149 )
  One-Time Unbilled Receivable & AR Provision   -     -     -     -     4,509  
  Earn out Share   667     (3,704 )   (3,330 )   2,630     (270 )
  Warrant Liability   3,440     (5,911 )   (6,687 )   12,885     (1,063 )
Net (Loss) Income   (2,009 )   14,602     15,095     (9,445 )   2,928  
                               
Diluted Adjusted Income (Loss) Per Share   0.08     0.16     0.16     0.21     0.15  
  Earnout Share   0.02     (0.12 )   (0.10 )   0.09     (0.01 )
  Warrant Liability   0.13     (0.19 )   (0.21 )   0.44     (0.03 )
Diluted Income (Loss) Per Share   (0.07 )   0.48     0.48     (0.32 )   0.09  
                               
Diluted Weighted Average Common Shares Outstanding   27,405     30,335     31,752     29,319     32,108  
                               
    Twelve months ended  
December 31, 2015     December 31, 2016  
             
Adjusted EBITDA   57,109     72,034  
  Depreciation   12,464     15,522  
Adjusted EBIT   44,645     56,512  
  Interest Expense   9,274     16,814  
  FX Transaction (Gain)/ Loss   (10,059 )   1,387  
  Tax Provision   20,691     16,072  
  One-Time Tax Provision Effect         1,149  
Adjusted Net Income   24,739     21,090  
  One-Time Tax Provision Effect         (1,149 )
  One-Time Unbilled Receivable & AR Provision   -     4,509  
  Earn out Share   10,858     (4,674 )
  Warrant Liability   24,901     (776 )
Net (Loss) Income   (11,020 )   23,180  
             
Diluted Adjusted Income (Loss) Per Share   0.94     0.70  
  Earnout Share   0.41     (0.15 )
  Warrant Liability   0.94     (0.03 )
Diluted Income (Loss) Per Share   (0.42 )   0.77  
             
Diluted Weighted Average Common Shares Outstanding   26,454     30,253  
             

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