Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TGLS | |
Entity Common Stock, Shares Outstanding | 26,665,793 | |
Entity Registrant Name | Tecnoglass Inc. | |
Entity Central Index Key | 1,534,675 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 16,871 | $ 15,930 |
Trade accounts receivable, net | 49,380 | 44,955 |
Due from related parties | 31,615 | 28,327 |
Inventories, net | 39,609 | 28,965 |
Other current assets | 22,089 | 23,319 |
Total current assets | 159,564 | 141,496 |
Long term assets: | ||
Property, plant and equipment, net | 127,693 | 103,980 |
Long term receivables from related parties | 2,536 | 4,220 |
Other long term assets | 5,037 | 6,195 |
Total long term assets | 135,266 | 114,395 |
Total assets | 294,830 | 255,891 |
Current liabilities: | ||
Trade accounts payable | 43,258 | 33,493 |
Due to related parties | 1,490 | 1,456 |
Current portion of customer advances on uncompleted contracts | 6,423 | 5,782 |
Short-term debt and current portion of long term debt | 67,651 | 54,925 |
Note payable to shareholder | 79 | 80 |
Other current liabilities | 21,787 | 17,300 |
Total current liabilities | 140,688 | 113,036 |
Long term liabilities: | ||
Warrant liability | 34,450 | 19,991 |
Customer advances on uncompleted contracts | 8,891 | 8,333 |
Long term debt | 49,113 | 39,273 |
Total liabilities | 233,142 | 180,633 |
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 | 0 | 0 |
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 | 2 |
Legal Reserves | 1,367 | 1,367 |
Additional paid-in capital | 46,514 | 46,514 |
Retained earnings | 44,923 | 38,806 |
Accumulated other comprehensive loss | (31,119) | (11,431) |
Total shareholders’ equity | 61,688 | 75,258 |
Total liabilities and shareholders’ equity | $ 294,830 | $ 255,891 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Shares, Issued | 25,833,210 | 24,801,132 |
Ordinary shares, Shares, Outstanding | 25,833,210 | 24,801,132 |
Condensed Consolidated Statemen
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 | $ 47,261 | $ 42,889 | $ 132,355 | $ 117,164 |
Related Parties | 15,631 | 10,564 | 40,633 | 36,066 |
Total operating revenues | 62,892 | 53,453 | 172,988 | 153,230 |
Cost of sales | 41,166 | 37,008 | 115,082 | 105,540 |
Gross Profit | 21,726 | 16,445 | 57,906 | 47,690 |
Operating expenses | 10,910 | 8,795 | 29,780 | 23,764 |
Operating income | 10,816 | 7,650 | 28,126 | 23,926 |
(Loss) Gain on change in fair value of warrant liability | (3,146) | 6,756 | (14,459) | (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 | 16,107 | 13,029 | 23,044 | 13,990 |
Income tax provision | 8,524 | 1,770 | 16,927 | 7,004 |
Net income | 7,583 | 11,259 | 6,117 | 6,986 |
Comprehensive (loss) income: | ||||
Net income | 7,583 | 11,259 | 6,117 | 6,986 |
Foreign currency translation adjustments | (14,111) | (6,680) | (19,688) | (3,971) |
Total comprehensive (loss) income | $ (6,528) | $ 4,579 | $ (13,571) | $ 3,015 |
Basic income per share (in dollars per share) | $ 0.3 | $ 0.46 | $ 0.24 | $ 0.29 |
Diluted income per share (in dollars per share) | $ 0.25 | $ 0.4 | $ 0.21 | $ 0.25 |
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) | 29,825,331 | 28,137,166 | 28,734,663 | 27,761,268 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 6,117 | $ 6,986 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 1,210 | 21 |
Provision for obsolete inventory | (265) | 0 |
Depreciation and amortization | 8,331 | 7,777 |
Loss on disposition of assets | 162 | 0 |
Change in value of derivative liability | (57) | 89 |
Change in fair value of warrant liability | 14,459 | 6,769 |
Deferred income taxes | (1,058) | 352 |
Changes in operating assets and liabilities: | ||
Trade accounts receivables | (18,869) | (10,710) |
Inventories | (21,129) | (3,535) |
Prepaid expenses | 360 | 0 |
Other assets | (5,849) | (11,989) |
Trade accounts payable | 20,830 | 4,344 |
Advances from customers | 5,324 | (12,388) |
Related parties, net | (10,590) | (7,919) |
Other current liabilities | 11,266 | 6,051 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,242 | (14,152) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 250 | 368 |
Proceeds from sale of property and equipment | 143 | 0 |
Purchase of investments | (1,318) | (1,028) |
Acquisition of property and equipment | (18,228) | (24,918) |
Restricted cash | 0 | 3,605 |
CASH USED IN INVESTING ACTIVITIES | (19,153) | (21,973) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 79,608 | 88,370 |
Proceeds from the sale of common stock | 0 | 1,000 |
Repayments of debt | (72,461) | (62,013) |
Merger proceeds held in trust | 0 | 22,519 |
CASH PROVIDED BY FINANCING ACTIVITIES | 7,147 | 49,876 |
Effect of exchange rate changes on cash and cash equivalents | 2,705 | 1,127 |
NET INCREASE IN CASH | 941 | 14,878 |
CASH - Beginning of period | 15,930 | 2,866 |
CASH - End of period | 16,871 | 17,744 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during the period for Interest | 4,778 | 4,031 |
Cash paid during the period for Income Tax | 11,938 | 7,785 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||
Assets acquired under capital lease | 44,624 | 3,152 |
Warrant exercise proceeds held by transfer agent | $ 0 | $ 741 |
Organization, Plan of Business
Organization, Plan of Business Operation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization, Plan of Business Operation Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s objective was to acquire, through a merger, share exchange, asset acquisition, share purchase recapitalization, reorganization or other similar business combination, one or more operating businesses. On December 20, 2013, Andina consummated a merger transaction (the “Merger”) with Tecno Corporation (“Tecnoglass Holding”) as ultimate parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. ES. Windows (“ES”). The surviving entity was renamed Tecnoglass Inc. The Merger transaction was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. Accordingly, the business of Tecnoglass Holding and its subsidiaries became our business. We are now a holding company operating through our direct and indirect subsidiaries. The Company manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating façades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports about half of its production to foreign countries. TG manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. ES designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2. Summary of significant accounting policies The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly-owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the SEC for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants and other derivative financial instruments. Based on information known before these unaudited, condensed consolidated financial statements were available to be issued, there are no estimates included in these statements for which it is reasonably possible that the estimate will change in the near term up to one year from the date of these financial statements and the effect of the change will be material, except for warrant liability further discussed below in this note and Note 10. The condensed consolidated financial statements are presented in United States Dollars, the reporting currency. The functional currency of the Company’s operations in Colombia is the Colombian Peso. The condensed consolidated financial statements of the Company’s foreign operations are prepared in the functional currency. The Statements of Operations and Comprehensive (Loss) Income prepared in the functional currency are translated into the reporting currency using average exchange rates for the respective periods. Assets and liabilities on the condensed consolidated Balance Sheets are translated into the reporting currency using rates of exchange at the end of the period and the related translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity in the condensed consolidated balance sheet. Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. Estimates for cash discounts and sales returns are based on contractual terms, historical trends and expectations regarding the utilization rates for these clients. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt. Account balances deemed uncollectible are charged to the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Inventories, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed are valued using the specific identification method. Reserves for excess or slow-moving inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock. Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 The Company accounts for the warrants against its ordinary shares as a derivative liability. The Company classifies the warrant instrument as a liability at its fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. The Company determines the fair value of warrant liability using the Binomial Lattice options pricing model. In general, the inputs used are unobservable and the fair value measurement of the warrant liability is classified as a Level 3 measurement under guidance for fair value measurements hierarchy of categorization to reflect the level of judgment and observability of the inputs involved in estimating fair values. Refer to Note 10 for additional details about the Company’s warrants. When the warrants are exercised for ordinary shares, the Company remeasures the fair value of the exercised warrants as of the date of exercise using available fair value methods and estimates the gain or loss on extinguishment of the warrant liability. The gain or loss is recognized in the Company’s condensed consolidated statement of operations and is disclosed as a separate component of the total change in the warrant liability for the period. The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecno LLC and Tecno RE are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 4,399,080 3,607,484 3,773,152 3,454,980 The following table sets forth the computation of the basic and diluted earnings per share for the three and nine-month periods ended September 30, 2015 and 2014: (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net Income $ 7,583 $ 11,259 $ 6,117 $ 6,986 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants and unit purchase options 4,399,081 3,773,152 3,607,484 3,454,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,825,331 28,137,166 28,734,663 27,761,268 Basic earnings per ordinary share $ 0.30 $ 0.46 $ 0.24 $ 0.29 Diluted earnings per ordinary share $ 0.25 $ 0.40 $ 0.21 $ 0.25 The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The Company recognizes non-operating revenues from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Colombia. During the three months ended September 30, 2015 and 2014 the Company recorded net gains from foreign currency transactions of $ 8.1 0.1 11.5 1.5 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 3 - Variable Interest Entities As of September 30, 2015, the Company updated its evaluation as a reporting entity of its involvement with certain significant related party business entities in order to determine whether these entities were variable interest entities in which the Company had controlling financial interests requiring consolidation or disclosures in the financial statements of the Company. The Company evaluated two entities with whom it has maintained significant commercial relationships since 2004: ESW Windows LLC and Ventanas Solar S.A., ES Windows LLC (“ESW LLC”), a Florida LLC, imports and resells the Company’s products in the United States, and acts as a freight forwarder for certain raw materials inventory purchased in the United States. The Company’s CEO and COO, an immediate family members, and other related parties own 100 14.4 8.9 37.3 27,0 20.5 13.8 Ventanas Solar S.A. (“VS”), a Panama sociedad anonima, . 100 . 1.2 1.7 3.8 8.9 10.9 12.2 2.5 4.2 Management evaluated several factors, including whether (i) these entities required subordinated financial support from the Company in order to operate, (ii) what variable interests existed in the risks and operations of the entities, (iii) what explicit or implicit interests the Company had in these entities as a result of the significant commercial relationships, (iv) whether the Company or its related parties had the controlling financial interests in these entities, and as a result, (v) who were the primary beneficiaries of those controlling variable interests. In order to evaluate these considerations, the Company analyzed the designs and initial purposes of these entities using available quantitative information, qualitative factors and guidance under ASC 810-10-25 Consolidation and related Subsections. As of the date of the evaluation, the Company concluded that (i) both entities are deemed variable interest entities because of the presence and effect of significant related parties; (ii) neither variable interest entity requires subordinated financial support for its operations as these operations are designed to provide residual returns to their equity investors, (iii) the Company’s explicit variable interests are its arms-length commercial relationships which do not absorb the entities’ risks and variability, (iv) that neither the Company nor its related parties had the controlling financial interests, and finally (v) the CEO, COO, family members and other equity investors are more closely related to the ESW LLC and VS and were therefore the primary beneficiaries of those entities’ variable interests and residual returns or eventual losses, not the Company. The Company concluded that consolidation of these entities was not indicated. No subordinated financial support has been provided to these entities as of Septembr 30, 2015 or as of December 31, 2014. |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 - Inventories, net Inventories are comprised of the following: (In thousands) September 30, December 31, 2015 2014 Raw materials $ 30,255 $ 22,421 Work in process 4,067 2,136 Finished goods 2,592 2,158 Stores and spares 2,585 2,371 Packing material 110 171 Total Inventories 39,609 29,257 Less: inventory allowances - (292) Total inventories, net $ 39,609 $ 28,965 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5. Property, Plant and Equipment, Net (In thousands) September 30, December 31, 2015 2014 Land $ 19,307 $ 16,970 Building 40,022 36,228 Machinery and equipment 90,738 76,497 Office equipment and software 4,013 2,868 Vehicles 1,401 1,412 Furniture and fixtures 1,392 1,651 Total property, plant and equipment 156,873 135,626 Accumulated depreciation and amortization (29,180) (31,646) Total property, plant and equipment, net $ 127,693 $ 103,980 Depreciation and amortization expense, inclusive of capital lease amortization, for the three-month period ended September 30, 2015 and 2014 was $ 3.0 2.8 8.3 7.8 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6. Long-Term Debt At September 30, 2015, the Company owed approximately $ 116.8 15 2.8 14.7 The mortgage loan from TD Bank N.A. for real property acquired in December 2014 by Tecno RE includes covenant requirements that the Company has to maintain debt service coverage ratio to be evaluated for the first time at December 31, 2015 and annually thereafter as well a loan to value ratio evaluation from time to time by the bank. The company had various lines of credit amounting to $ 30.8 26.8 (in thousands) September 30, December 31, 2015 2014 Obligations under borrowing arrangements $ 116,764 $ 94,198 Less: Current portion of long-term debt and other current borrowings (67,651) (54,925) Long-term debt $ 49,113 $ 39,273 12 months ending September 30, 2016 $ 67,651 2017 16,114 2018 10,148 2019 10,055 Thereafter 12,796 Total $ 116,764 Revolving Lines of Credit The Company has approximately $ 7.1 6.7 0.4 (in thousands) 2015 2014 Proceeds from debt $ 79,608 $ 88,370 Repayments of debt $ 72,461 $ 62,013 The Company acquired assets under capital leases for the nine months ended September 30, 2015 and 2014 for $ 44.6 million and $3.1 million, respectively. Interest expense for the nine-month periods ended September 30, 2015 and 2014 was $ 6.5 million and $6.6 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income Taxes The Company files income tax returns for TG and ES in the Republic of Colombia. Colombia’s Tax Statute was reformed on December 23, 2014. A general corporate income Tax Rate applies at 25 9 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Current income tax Foreign $ 8,728 $ 2,086 $ 17,985 $ 6,652 Deferred income tax Foreign (204) (316) (1,058) 352 Total Provision for Income tax $ 8,524 $ 1,770 $ 16,927 $ 7,004 The Company’s effective tax rates were 52.9 73.5 13.6 50.1 3.1 14.5 6.8 6.8 34 39 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined by the lowest level inputs that are significant to the fair value measurement. Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 34,450 Interest Rate Swap Derivative Liability $ - $ 55 $ - Long term receivable from related parties $ - $ 2,536 $ - Long term debt $ - $ 53,671 $ - Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of December 31, 2014: Quotes Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 19,991 Interest Rate Swap Derivative Liability $ - $ 134 $ - Long term receivable from related parties $ - $ 4,220 $ - Long term debt $ - $ 43,266 $ - |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 9. Segment and Geographic Information The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window products sold to the construction industry. (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Colombia 17,591 22,353 56,842 65,105 United States 42,942 26,812 107,964 74,720 Panama 2,000 2,649 4,823 10,482 Other 359 1,639 3,359 2,923 Total 62,892 53,453 172,988 153,230 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liability [Abstract] | |
Warrant Liability [Text Block] | Note 10. Warrant Liability Prior to the Merger on December 20, 2013 the Company issued an aggregate of 9,200,000 4,200,000 4,800,000 200,000 1,382,217 7,817,783 The fair value of the warrant liability was determined by the Company using the Binomial Lattice pricing model. This model is dependent upon several variables such as the instrument’s expected term, expected strike price, expected risk-free interest rate over the expected instrument term, the expected dividend yield rate over the expected instrument term and the expected volatility of the Company’s stock price over the expected term. The expected term represents the period of time that the instruments granted are expected to be outstanding. The expected strike price is based upon a weighted average probability analysis of the strike price changes expected during the term as a result of the down round protection. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected terms of the options at the date of valuation. Expected dividend yield is based on historical trends. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly traded companies. September 30, 2015 December 31, 2014 Stock Price $ 13.72 $ 10.15 Dividend Yield (per quarter per share) $ 0.125 N/A Risk-free rate 0.33 % 0.67 % Expected Term (years) 1.22 1.97 Expected Volatility 35.00 % 33.62 % Balance - December 31, 2014 $ 19,991 Fair value adjustment - six months ended June 30, 2015 11,313 Balance - June 30, 2015 31,304 Fair value adjustment - three months ended September 30, 2015 3,146 Balance - September 30, 2015 $ 34,450 The Company’s equity warrants are exercisable by the warrant holder in either of two modes: (i) by making a cash payment at the exercise price and receiving ordinary shares (“cash exercise”), or (ii) by applying a formula in the warrant agreement that is based on the market price of the shares on the NASDAQ market in order to receive ordinary shares for the warrant with no cash payment (“cashless exercise”). Of 1,382,217 102,570 1,279,647 14.1 532,078 The Company remeasured the fair value of the exercised warrants as of the date of exercise using quoted prices on the NASDAQ and OTC Pink Markets (e.g., unadjusted Level 1 inputs) to estimate the gain or loss on extinguishment of the associated warrant liability. Number of Warrants Average Value Fair Value At December 31, 2013 9,200,000 $ 1.99 $ 18,280,000 Warrants exercised on a cash basis 102,570 $ 3.24 $ 331,985 At December 31, 2014 9,097,430 $ 2.20 $ 19,991,423 Exercise of warrants for shares 1,279,647 $ 5.47 $ 7,002,604 Change in fair value to the date of cashless exercise 1,279,647 $ 2.03 $ (2,599,730) Change in fair value of warrants remaining at September 30, 2015 7,817,783 $ 0.97 $ (7,548,229) Closing balance as of September 30, 2015 7,817,783 $ 4.41 $ (34,449,540) Change in warrant liability (offset to income statement) (1,279,647) - $ (3,145,355) Gain on cashless exercise of warrants 1,279,647 - $ 4,402,874 Loss on change in fair value of remaining warrants 7,817,783 - $ (7,548,229) |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 11. Related Parties The Company’s major related party entities are: ESW LLC, a Florida limited liability company partially owned by the Company’s Chief Executive Officer and Chief Operating Officer, VS, an importer and installer based in Panama owned by related party family members, and Union Temporal ESW (“UT ESW”), a temporary contractual joint venture under Colombian law with Ventanar S. A. managed by related parties that expires at the end of its applicable contracts. (in thousands) September 30, 2015 December 31, 2014 Assets Due from ESW LLC $ 20,477 $ 13,814 Due from VS 8,351 7,979 Due from UT ESW - 2,000 Due from other related parties 2,787 4,534 $ 31,615 $ 28,327 Long term payment agreement from VS $ 2,536 $ 4,220 Liabilities Due to A Construir S.A. $ 550 $ 995 Due to other related parties 940 461 $ 1,490 $ 1,456 (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues Sales to ESW LLC $ 14,366 $ 8,872 $ 37,264 $ 27,023 Sales to VS 1,229 1,662 3,828 8.898 Sales to UT ESW (662) 30 - 145 Expenses Fees paid to directors and officers $ 235 $ 32 $ 1,012 $ 653 Payments to other related parties* 288 (89) 1,126 1,073 Sales to other related parties were less than $0.7 million $0.4 million In December 2014, the Company and VS executed a three-year payment agreement for recovery of trade receivables outstanding for $ 6.6 In 2013, the Company guaranteed a loan for $ 0.2 In December 2014, ESW LLC, a related party, guaranteed a mortgage loan for $ 3.9 |
Note Payable to Shareholder
Note Payable to Shareholder | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | Note 12. Note Payable to Shareholder From September 5, 2013 to November 7, 2013, A. Lorne Weil loaned the Company $ 150 70 80 1 79 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument, Fair Value Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 13. Derivative Financial Instruments In 2012, the Company entered into two interest rate swap (IRS) contracts as economic hedges against interest rate risk through 2017. Hedge accounting treatment per guidance in ASC 815-10 and related Subsections was not pursued at inception of the contracts. The derivative contracts are recorded on the balance sheet as liabilities at an aggregate fair value of $ 55 134 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 14. Commitments and Contingencies Guarantees Guarantees on behalf of or from related parties are disclosed in Note 11 - Related Parties Legal Matters Tecnoglass S.A. is also a named defendant in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff Diplomat Properties, Limited (“Diplomat”) has asserted a claim for indemnification against TG and Tecnoglass USA, Inc. The claim arises from the supplying of glass shower doors to a hotel/spa in Broward County, Florida. Specifically, in 2006, Diplomat commenced arbitration against Shower Concepts, Inc. seeking damages for breach of contract due to fractures in the installed glass shower doors. Diplomat initiated a complaint asserting various claims, which were dismissed with prejudice. The only remaining claim against the Tecnoglass entities is common law indemnification. TG denies liability and asserts that Shower Concepts was at fault and that as a joint tort feasor, it cannot sue for indemnity. A trial date has not yet been set for this case. Management and TG’s counsel believes that a liability in this claim is remote and immaterial and there are no significant reasonably estimated amounts for a possible loss. General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15. Equity Pursuant to the merger agreement and plan of reorganization and on filing of financial statements for the fiscal year ended December 31, 2014, Energy Holding Corporation received an aggregate of 500,000 On April 14, 2015, the Company?s Board of Directors authorized the payment of regular dividends at a quarterly rate of $ 0.125 0.50 Starting July 6, 2014, warrant holders exercised 1,279,647 532,078 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16. Subsequent Events Through November 9, 2015, the Company has received $20.8 million from a line of credit with a 10-year term that will be primarily used to repay short-term obligations. On November 10, 2015, the Company filed an amendment to its Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) in connection with a proposed exchange of its warrants for its ordinary shares. Under the terms of the warrant exchange offer, each of Tecnoglass’ warrant holders will have the opportunity to receive one Tecnoglass ordinary share in exchange for every 2.3 of the Company’s outstanding warrants tendered by the holder and exchanged pursuant to the offer. The Exchange Offer will commence as soon as practicable after the registration statement becomes effective and is expected to remain open for not less than 30 days. On November 12, 2015, the Company issued an aggregate total of 566,162 ordinary shares relating to the exercise of unit purchase options and the underlying warrants. Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements. |
Summary of significant accoun22
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Use Of Estimates [Policy Text Block] | Basis of Presentation and Use of Estimates The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly-owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the SEC for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants and other derivative financial instruments. Based on information known before these unaudited, condensed consolidated financial statements were available to be issued, there are no estimates included in these statements for which it is reasonably possible that the estimate will change in the near term up to one year from the date of these financial statements and the effect of the change will be material, except for warrant liability further discussed below in this note and Note 10. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The condensed consolidated financial statements are presented in United States Dollars, the reporting currency. The functional currency of the Company’s operations in Colombia is the Colombian Peso. The condensed consolidated financial statements of the Company’s foreign operations are prepared in the functional currency. The Statements of Operations and Comprehensive (Loss) Income prepared in the functional currency are translated into the reporting currency using average exchange rates for the respective periods. Assets and liabilities on the condensed consolidated Balance Sheets are translated into the reporting currency using rates of exchange at the end of the period and the related translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity in the condensed consolidated balance sheet. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Trade Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. Estimates for cash discounts and sales returns are based on contractual terms, historical trends and expectations regarding the utilization rates for these clients. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt. Account balances deemed uncollectible are charged to the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed are valued using the specific identification method. Reserves for excess or slow-moving inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Fair Value Warrant Liability [Policy Text Block] | Warrant liability The Company accounts for the warrants against its ordinary shares as a derivative liability. The Company classifies the warrant instrument as a liability at its fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. The Company determines the fair value of warrant liability using the Binomial Lattice options pricing model. In general, the inputs used are unobservable and the fair value measurement of the warrant liability is classified as a Level 3 measurement under guidance for fair value measurements hierarchy of categorization to reflect the level of judgment and observability of the inputs involved in estimating fair values. Refer to Note 10 for additional details about the Company’s warrants. When the warrants are exercised for ordinary shares, the Company remeasures the fair value of the exercised warrants as of the date of exercise using available fair value methods and estimates the gain or loss on extinguishment of the warrant liability. The gain or loss is recognized in the Company’s condensed consolidated statement of operations and is disclosed as a separate component of the total change in the warrant liability for the period. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecno LLC and Tecno RE are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 4,399,080 3,607,484 3,773,152 3,454,980 The following table sets forth the computation of the basic and diluted earnings per share for the three and nine-month periods ended September 30, 2015 and 2014: (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net Income $ 7,583 $ 11,259 $ 6,117 $ 6,986 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants and unit purchase options 4,399,081 3,773,152 3,607,484 3,454,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,825,331 28,137,166 28,734,663 27,761,268 Basic earnings per ordinary share $ 0.30 $ 0.46 $ 0.24 $ 0.29 Diluted earnings per ordinary share $ 0.25 $ 0.40 $ 0.21 $ 0.25 |
Extended Product Warranty, Policy [Policy Text Block] | Product Warranties The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. |
Revenue Recognition Leases, Capital [Policy Text Block] | Non-Operating Revenues The Company recognizes non-operating revenues from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Colombia. During the three months ended September 30, 2015 and 2014 the Company recorded net gains from foreign currency transactions of $ 8.1 0.1 11.5 1.5 |
Summary of significant accoun23
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Property, Plant And Equipment Estimated Useful Lives [Table Text Block] | Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Numerator for basic and diluted earnings per shares (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net Income $ 7,583 $ 11,259 $ 6,117 $ 6,986 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants and unit purchase options 4,399,081 3,773,152 3,607,484 3,454,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,825,331 28,137,166 28,734,663 27,761,268 Basic earnings per ordinary share $ 0.30 $ 0.46 $ 0.24 $ 0.29 Diluted earnings per ordinary share $ 0.25 $ 0.40 $ 0.21 $ 0.25 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are comprised of the following: (In thousands) September 30, December 31, 2015 2014 Raw materials $ 30,255 $ 22,421 Work in process 4,067 2,136 Finished goods 2,592 2,158 Stores and spares 2,585 2,371 Packing material 110 171 Total Inventories 39,609 29,257 Less: inventory allowances - (292) Total inventories, net $ 39,609 $ 28,965 |
Property, Plant and Equipment25
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consist of the following: (In thousands) September 30, December 31, 2015 2014 Land $ 19,307 $ 16,970 Building 40,022 36,228 Machinery and equipment 90,738 76,497 Office equipment and software 4,013 2,868 Vehicles 1,401 1,412 Furniture and fixtures 1,392 1,651 Total property, plant and equipment 156,873 135,626 Accumulated depreciation and amortization (29,180) (31,646) Total property, plant and equipment, net $ 127,693 $ 103,980 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | The terms of the line of credit agreements do not restrict the Company’s operation and use of the assets. (in thousands) September 30, December 31, 2015 2014 Obligations under borrowing arrangements $ 116,764 $ 94,198 Less: Current portion of long-term debt and other current borrowings (67,651) (54,925) Long-term debt $ 49,113 $ 39,273 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long term debt and other current borrowings are as follows as of September 30, 2015: 12 months ending September 30, 2016 $ 67,651 2017 16,114 2018 10,148 2019 10,055 Thereafter 12,796 Total $ 116,764 |
Schedule of Debt [Table Text Block] | Proceeds from debt and repayments of debt for the nine months ended September 30, 2015 and 2014 are as follows: (in thousands) 2015 2014 Proceeds from debt $ 79,608 $ 88,370 Repayments of debt $ 72,461 $ 62,013 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Rates [Table Text Block] | The following table summarizes income tax rates under the tax reform law: 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) are as follows: (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Current income tax Foreign $ 8,728 $ 2,086 $ 17,985 $ 6,652 Deferred income tax Foreign (204) (316) (1,058) 352 Total Provision for Income tax $ 8,524 $ 1,770 $ 16,927 $ 7,004 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of September 30, 2015: Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 34,450 Interest Rate Swap Derivative Liability $ - $ 55 $ - Long term receivable from related parties $ - $ 2,536 $ - Long term debt $ - $ 53,671 $ - Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of December 31, 2014: Quotes Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 19,991 Interest Rate Swap Derivative Liability $ - $ 134 $ - Long term receivable from related parties $ - $ 4,220 $ - Long term debt $ - $ 43,266 $ - |
Segment and Geographic Inform29
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables present geographical information about external revenues. (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Colombia 17,591 22,353 56,842 65,105 United States 42,942 26,812 107,964 74,720 Panama 2,000 2,649 4,823 10,482 Other 359 1,639 3,359 2,923 Total 62,892 53,453 172,988 153,230 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liability [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | September 30, 2015 December 31, 2014 Stock Price $ 13.72 $ 10.15 Dividend Yield (per quarter per share) $ 0.125 N/A Risk-free rate 0.33 % 0.67 % Expected Term (years) 1.22 1.97 Expected Volatility 35.00 % 33.62 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): Balance - December 31, 2014 $ 19,991 Fair value adjustment - six months ended June 30, 2015 11,313 Balance - June 30, 2015 31,304 Fair value adjustment - three months ended September 30, 2015 3,146 Balance - September 30, 2015 $ 34,450 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The gain or loss was recognized in the Company’s condensed consolidated statement of operations as a separate component of the total change in the warrant liability for the period as follows: Number of Warrants Average Value Fair Value At December 31, 2013 9,200,000 $ 1.99 $ 18,280,000 Warrants exercised on a cash basis 102,570 $ 3.24 $ 331,985 At December 31, 2014 9,097,430 $ 2.20 $ 19,991,423 Exercise of warrants for shares 1,279,647 $ 5.47 $ 7,002,604 Change in fair value to the date of cashless exercise 1,279,647 $ 2.03 $ (2,599,730) Change in fair value of warrants remaining at September 30, 2015 7,817,783 $ 0.97 $ (7,548,229) Closing balance as of September 30, 2015 7,817,783 $ 4.41 $ (34,449,540) Change in warrant liability (offset to income statement) (1,279,647) - $ (3,145,355) Gain on cashless exercise of warrants 1,279,647 - $ 4,402,874 Loss on change in fair value of remaining warrants 7,817,783 - $ (7,548,229) |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: (in thousands) September 30, 2015 December 31, 2014 Assets Due from ESW LLC $ 20,477 $ 13,814 Due from VS 8,351 7,979 Due from UT ESW - 2,000 Due from other related parties 2,787 4,534 $ 31,615 $ 28,327 Long term payment agreement from VS $ 2,536 $ 4,220 Liabilities Due to A Construir S.A. $ 550 $ 995 Due to other related parties 940 461 $ 1,490 $ 1,456 (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues Sales to ESW LLC $ 14,366 $ 8,872 $ 37,264 $ 27,023 Sales to VS 1,229 1,662 3,828 8.898 Sales to UT ESW (662) 30 - 145 Expenses Fees paid to directors and officers $ 235 $ 32 $ 1,012 $ 653 Payments to other related parties* 288 (89) 1,126 1,073 *Payments to other related parties in 2015 and 2014 consists of donations to Fundación Tecnoglass. |
Summary of significant accoun32
Summary of significant accounting policies (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of significant accoun33
Summary of significant accounting policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator for basic and diluted earnings per shares | ||||
Net Income | $ 7,583 | $ 11,259 | $ 6,117 | $ 6,986 |
Denominator | ||||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 25,426,250 | 24,364,014 | 25,127,179 | 24,306,288 |
Effect of dilutive warrants and unit purchase options | 4,399,081 | 3,773,152 | 3,607,484 | 3,454,980 |
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 29,825,331 | 28,137,166 | 28,734,663 | 27,761,268 |
Basic earnings per ordinary share (in dollars per share) | $ 0.3 | $ 0.46 | $ 0.24 | $ 0.29 |
Diluted earnings per ordinary share (in dollars per share) | $ 0.25 | $ 0.4 | $ 0.21 | $ 0.25 |
Summary of significant accoun34
Summary of significant accounting policies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 8.1 | $ 0.1 | $ 11.5 | $ 1.5 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,399,080 | 3,773,152 | 3,607,484 | 3,454,980 |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | |||||
Revenue from Related Parties | $ 15,631 | $ 10,564 | $ 40,633 | $ 36,066 | |
Accounts Receivable, Net, Current, Total | 49,380 | 49,380 | $ 44,955 | ||
Long Term Payment Agreement [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Accounts Receivable, Net, Current, Total | $ 2,500 | $ 2,500 | 4,200 | ||
ES Windows LLC [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||
Accounts Receivable, Related Parties | $ 20,500 | $ 20,500 | 13,800 | ||
Revenue from Related Parties | $ 14,400 | 8,900 | $ 37,300 | 270,000 | |
Ventanas Solar SA [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||
Accounts Receivable, Related Parties | $ 10,900 | $ 10,900 | $ 12,200 | ||
Ventanas Solar SA [Member] | Sales [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 1,200 | $ 1,700 | $ 3,800 | $ 8,900 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 30,255 | $ 22,421 |
Work in process | 4,067 | 2,136 |
Finished goods | 2,592 | 2,158 |
Stores and spares | 2,585 | 2,371 |
Packing material | 110 | 171 |
Total Inventories | 39,609 | 29,257 |
Less: inventory allowances | 0 | (292) |
Total inventories, net | $ 39,609 | $ 28,965 |
Property, Plant and Equipment37
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 156,873 | $ 135,626 |
Accumulated depreciation and amortization | (29,180) | (31,646) |
Total property, plant and equipment, net | 127,693 | 103,980 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 19,307 | 16,970 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 40,022 | 36,228 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 90,738 | 76,497 |
Office equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 4,013 | 2,868 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,401 | 1,412 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,392 | $ 1,651 |
Property, Plant and Equipment38
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Total | $ 3,000 | $ 2,800 | $ 8,331 | $ 7,777 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Long Term Debt [Line Items] | ||
Obligations under borrowing arrangements | $ 116,764 | $ 94,198 |
Less: Current portion of long-term debt and other current borrowings | (67,651) | (54,925) |
Long-term debt | $ 49,113 | $ 39,273 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Sep. 30, 2015USD ($) |
2,016 | $ 67,651 |
2,017 | 16,114 |
2,018 | 10,148 |
2,019 | 10,055 |
Thereafter | 12,796 |
Total | $ 116,764 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | ||
Proceeds from debt | $ 79,608 | $ 88,370 |
Repayments of debt | $ 72,461 | $ 62,013 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Long Term Debt [Line Items] | |||||
Borrowings under Guaranteed Investment Agreements | $ 116,800 | $ 116,800 | |||
Line of Credit Facility, Interest Rate Description | The floating interest rates on the revolving notes are between DTF+6% and DTF+7%. DTF is the primary measure of interest rates in Colombia. | ||||
Long-term Line of Credit | 30,800 | $ 30,800 | $ 26,800 | ||
Interest Expense, Debt | 2,307 | $ 2,380 | 6,509 | $ 6,647 | |
Assets Acquired Under Capital Lease | 44,624 | $ 3,152 | |||
Revolving Lines Of Credit [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 6,700 | 6,700 | 400 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 7,100 | 7,100 | |||
Secured Debt [Member] | Other Noncurrent Assets [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 300 | 300 | 400 | ||
Secured Debt [Member] | Fixed Assets [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | $ 5,900 | $ 5,900 | $ 7,400 | ||
Maximum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Term | 15 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 14.70% | 14.70% | |||
Minimum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 2.80% | 2.80% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Percent | 52.90% | 13.60% | 73.50% | 50.10% |
Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2015 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 39.00% | |||
Tax Year 2015 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2015 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2015 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 5.00% | |||
Tax Year 2016 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | |||
Tax Year 2016 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2016 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2016 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 6.00% | |||
Tax Year 2017 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 42.00% | |||
Tax Year 2017 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2017 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2017 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 8.00% | |||
Tax Year 2018 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 43.00% | |||
Tax Year 2018 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2018 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2018 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2019 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 34.00% | |||
Tax Year 2019 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2019 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2019 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current income tax | ||||
Foreign | $ 8,728 | $ 2,086 | $ 17,985 | $ 6,652 |
Deferred income tax | ||||
Foreign | (204) | (316) | (1,058) | 352 |
Total Provision for Income tax | $ 8,524 | $ 1,770 | $ 16,927 | $ 7,004 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 52.90% | 13.60% | 73.50% | 50.10% |
Non Deductible Income Loss, Fair Value Adjustment Warrant Liability | $ 3,100,000 | $ 14,500,000 | $ 6.8 | |
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount | $ 6,800,000 | |||
Tax Year 2014 [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 34.00% | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 39.00% | |||
CREE Tax [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 9.00% | |||
Income Tax [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | $ 0 | $ 0 |
Interest Rate Swap Derivative Liability | 0 | 0 |
Long term receivable from related parties | 0 | 0 |
Long term debt | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | 0 | 0 |
Interest Rate Swap Derivative Liability | 55 | 134 |
Long term receivable from related parties | 2,536 | 4,220 |
Long term debt | 53,671 | 43,266 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | 34,450 | 19,991 |
Interest Rate Swap Derivative Liability | 0 | 0 |
Long term receivable from related parties | 0 | 0 |
Long term debt | $ 0 | $ 0 |
Segment and Geographic Inform47
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting [Line Items] | ||||
Revenues, Total | $ 62,892 | $ 53,453 | $ 172,988 | $ 153,230 |
Colombia | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 17,591 | 22,353 | 56,842 | 65,105 |
United States | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 42,942 | 26,812 | 107,964 | 74,720 |
Panama | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 2,000 | 2,649 | 4,823 | 10,482 |
Other | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | $ 359 | $ 1,639 | $ 3,359 | $ 2,923 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock Price | $ 13.72 | $ 10.15 |
Dividend Yield (per quarter per share) | $ 0.125 | $ 0 |
Risk-free rate | 0.33% | 0.67% |
Expected Term (years) | 1 year 2 months 19 days | 1 year 11 months 19 days |
Expected Volatility | 35.00% | 33.62% |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | |
Warrant liability [Line Items] | ||
Beginning Balance | $ 31,304 | $ 19,991 |
Fair value adjustment | 3,146 | 11,313 |
Ending Balance | $ 34,450 | $ 31,304 |
Warrant Liability (Details 2)
Warrant Liability (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Warrant liability [Line Items] | |||||
Opening Balance, Number of Warrants | 9,097,430 | 9,200,000 | 9,200,000 | ||
Warrants exercised on a cash basis, Number of Warrants | 102,570 | 102,570 | |||
Cash exercise of warrants for shares, Number of Warrants | 1,279,647 | ||||
Change in fair value to the date of cashless exercise, Number of Warrants | 1,279,647 | ||||
Change in fair value of warrants remaining, Number of Warrants | 7,817,783 | ||||
Closing Balance, Number of Warrants | 7,817,783 | 7,817,783 | 9,097,430 | ||
Change in warrant liability (offset to income statement), Number of Warrants | (1,279,647) | ||||
Gain on cashless exercise of warrants, Number of Warrants | 1,279,647 | ||||
Loss on change in fair value of remaining warrants, Number of Warrants | 7,817,783 | ||||
Opening Balance, Average Value | $ 2.20 | $ 1.99 | $ 1.99 | ||
Warrants exercised on a cash basis, Average Value | 3.24 | ||||
Cash exercise of warrants for shares, Average Value | 5.47 | ||||
Change in fair value to the date of cashless exercise, Average Value | 2.03 | ||||
Change in fair value of warrants remaining, Average Value | 0.97 | ||||
Closing balance, Average Value | $ 4.41 | $ 4.41 | $ 2.20 | ||
Beginning Balance | $ 31,304,000 | $ 19,991,000 | $ 18,280,000 | $ 18,280,000 | |
Warrants exercised on a cash basis, Fair Value | 331,985 | ||||
Cash exercise of warrants for shares, Fair Value | 7,002,604 | ||||
Change in fair value to the date of cashless exercise, Fair Value | (2,599,730) | ||||
Change in fair value of warrants remaining, Fair Value | (7,548,229) | ||||
Ending Balance | 34,450,000 | 34,450,000 | $ 19,991,000 | ||
Change in warrant liability (offset to income statement), Fair Value | $ (3,146,000) | $ 6,756,000 | (14,459,000) | $ (6,769,000) | |
Gain on cashless exercise of warrants, Fair Value | 4,402,874 | ||||
Loss on change in fair value of remaining warrants, Fair Value | $ (7,548,229) |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 16, 2014 | Dec. 20, 2013 | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2013 | |
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 9,200,000 | |||||
Warrants Exercised By Investors | 1,382,217 | 1,382,217 | ||||
Class of Warrant or Right, Outstanding | 7,817,783 | 9,097,430 | 9,200,000 | |||
Percentage of Warrants Exercised | 14.10% | |||||
Exercise Of Warrants For Shares | 1,279,647 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 532,078 | |||||
Warrants exercised on a cash basis | 102,570 | 102,570 | ||||
Warrant [Member] | ||||||
Warrant liability [Line Items] | ||||||
Exercise Of Warrants For Shares | 1,279,647 | |||||
Convertible Notes Payable [Member] | ||||||
Warrant liability [Line Items] | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | |||||
IPO [Member] | ||||||
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,200,000 | |||||
Private Placement [Member] | ||||||
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,800,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Revenues | ||||||
Sales Revenue | $ 47,261,000 | $ 42,889,000 | $ 132,355,000 | $ 117,164,000 | ||
Expenses | ||||||
Fees paid to Directors and Officers | 235,000 | 32,000 | 1,012,000 | 653,000 | ||
Payments to other related parties | [1] | 288,000 | (89,000) | 1,126,000 | 1,073,000 | |
Current Assets | ||||||
Due from Related Parties, Current | 31,615,000 | 31,615,000 | $ 28,327,000 | |||
Long term payment agreement from VS | 2,536,000 | 2,536,000 | 4,220,000 | |||
Liabilities | ||||||
Due to Related Parties | (1,490,000) | (1,490,000) | (1,456,000) | |||
ES Windows LLC [Member] | ||||||
Revenues | ||||||
Sales Revenue | 14,366,000 | 8,872,000 | 37,264,000 | 27,023,000 | ||
Current Assets | ||||||
Due From Related Parties | 20,477,000 | 20,477,000 | 13,814,000 | |||
Ventanas Solar S.A. [Member] | ||||||
Revenues | ||||||
Sales Revenue | 1,229,000 | 1,662,000 | 3,828,000 | 8,898 | ||
Current Assets | ||||||
Due From Related Parties | 8,351,000 | 8,351,000 | 7,979,000 | |||
Union Temporal ESW [Member] | ||||||
Revenues | ||||||
Sales Revenue | (662,000) | $ 30,000 | 0 | $ 145,000 | ||
Current Assets | ||||||
Due From Related Parties | 0 | 0 | 2,000,000 | |||
A Construir S.A. [Member] | ||||||
Liabilities | ||||||
Due to Related Parties | 550,000 | 550,000 | 995,000 | |||
Related Parties,Other [Member] | ||||||
Current Assets | ||||||
Due from other related parties | 2,787,000 | 2,787,000 | 4,534,000 | |||
Liabilities | ||||||
Due to other related parties | $ 940,000 | $ 940,000 | $ 461,000 | |||
[1] | Payments to other related parties in 2015 and 2014 consists of donations to Fundación Tecnoglass. |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Line Items] | ||||||
Related Party Transaction, Description of Transaction | less than $0.7 million | less than $0.1 million | $0.4 million | less than $0.1 million | ||
Ventanas Solar [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Trade Receivables Held-for-sale, Reconciliation to Cash Flow, Deductions from Held-for-sale | $ 6.6 | |||||
Debt Instrument, Description of Variable Rate Basis | Libor + 4.7% | |||||
Santa Maria Del Mar SA [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Guarantor Obligations, Current Carrying Value | $ 0.2 | |||||
ESW LLC [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 3.9 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Textual) - A. Lorne Weil [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 07, 2013 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||
Notes Payable | $ 150 | ||
Loans Unpaid Amount | $ 80 | ||
Loans Paid Amount | $ 1 | $ 70 | |
Notes Payable, Noncurrent, Total | $ 79 |
Derivative Financial Instrume55
Derivative Financial Instruments (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 55 | $ 134 |
Equity (Details Textual)
Equity (Details Textual) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Apr. 14, 2015 | |
Subscription Agreement With Affiliate, Number Shares Issued | 500,000 | ||
Dividends Payable, Amount Per Share | $ 0.50 | ||
Exercise Of Warrants For Shares | 1,279,647 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 532,078 | ||
Director [Member] | |||
Dividends Payable, Amount Per Share | $ 0.125 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Nov. 12, 2015 | Nov. 09, 2015 | Dec. 31, 2014 | Nov. 10, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||
Subscription Agreement With Affiliate, Number Shares Issued | 500,000 | ||||
Long-term Line of Credit | $ 26.8 | $ 30.8 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Subscription Agreement With Affiliate, Number Shares Issued | 566,162 | ||||
Long-term Line of Credit | $ 20.8 | ||||
Debt Instrument, Term | 10 years | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.3 |