Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 11, 2014 | Jun. 28, 2013 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2013 | ||
Document Fiscal Year Focus | 2,013 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TGLS | ||
Entity Common Stock, Shares Outstanding | 24,310,363 | ||
Entity Registrant Name | Tecnoglass Inc. | ||
Entity Central Index Key | 1,534,675 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 41,785,440 | ||
Amendment Description | Tecnoglass Inc. (the “Company” or “We”) is filing this Amendment No 2 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on April 16, 2014 (the “Original Filing”) to correct a misstatement in the way the Company had accounted for the fair value and classification of its “earnout shares”. The corrections applicable to the year ended December 31, 2013 are included in this Amendment No. 2 to the Original Filing, and are further described in Notes 3, 16, 19. No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing and Amendment No. 1 filed on April 17, 2014 and Form 10-K for the year ended December 31, 2014 with regards to Note 4 to the consolidated financial statements ended December 31, 2013, filed on April 15, 2015. This amendment speaks as of the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ||
Cash | $ 2,866 | $ 2,135 |
Restricted cash | 3,633 | 0 |
Due from transfer agent | 15,908 | 0 |
Subscription receivable | 6,611 | 0 |
Accounts receivable | ||
Investments | 1,353 | 2,675 |
Trade accounts receivable, net | 50,928 | 37,431 |
Unbilled receivables on uncompleted contracts | 11,640 | 873 |
Due from related parties | 21,418 | 5,294 |
Advances and other receivables | 13,165 | 16,796 |
Deferred income taxes | 2,321 | 75 |
Inventories | 24,181 | 21,559 |
Prepaid expenses | 824 | 1,606 |
Total current assets | 154,848 | 88,444 |
Property, plant and equipment, net | 87,382 | 63,032 |
Investments | 0 | 1,198 |
Long term receivables from related parties | 5,722 | 0 |
Other assets | 262 | 1,344 |
Total assets | 248,214 | 154,018 |
Current liabilities | ||
Short-term debt and current portion of long-term debt | 29,720 | 7,125 |
Note payable to shareholder | 80 | 0 |
Accounts payable and accrued expenses | 29,285 | 19,189 |
Due to related parties | 8,397 | 6,618 |
Taxes payables | 4,847 | 4,063 |
Deferred income taxes | 6,698 | 0 |
Labor liabilities | 6 | 25 |
Accrued liabilities and provisions | 994 | 1,714 |
Current portion of customer advances on uncompleted contracts | 28,470 | 17,867 |
Total current liabilities | 108,497 | 56,601 |
Warrant liability | 18,280 | 0 |
Earnout share liability | 18,254 | 0 |
Customer advances on uncompleted contracts | 8,220 | 0 |
Long-term debt | 48,097 | 50,130 |
Total liabilities | $ 201,348 | $ 106,731 |
Commitments and contingencies | ||
Shareholders' equity | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2013 and 2012 | $ 0 | $ 0 |
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,214,670 and 20,567,141shares issued and outstanding at December 31, 2013 and 2012, respectively | 2 | 2 |
Legal reserves | 1,367 | 1,367 |
Additional paid capital | 20,319 | 44,219 |
Retained earnings (accumulated deficit) | 20,608 | (3,824) |
Cumulative translation adjustment | 4,570 | 5,523 |
Total shareholders' equity | 46,866 | 47,287 |
Total liabilities and shareholders' equity | $ 248,214 | $ 154,018 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2013 | Dec. 31, 2012 |
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 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 24,214,670 | 20,567,141 |
Common Stock, Shares, Outstanding | 24,214,670 | 20,567,141 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating revenues | $ 183,294 | $ 130,324 |
Cost of sales | 127,875 | 95,451 |
Gross profit | 55,419 | 34,873 |
Operating expenses: | ||
Selling | 17,287 | 11,756 |
General and administration | 10,862 | 12,138 |
Operating expenses net | 28,149 | 23,894 |
Operating income | 27,270 | 10,979 |
Change in fair value of warrant liability | 7,626 | 0 |
Change in fair value of earnout share liability | 2,120 | 0 |
Non-operating revenues | 3,998 | 3,649 |
Interest expense | (7,886) | (5,513) |
Income before taxes | 33,128 | 9,115 |
Income tax provision | 8,696 | 3,223 |
Net income | 24,432 | 5,892 |
Comprehensive income: | ||
Net income | 24,432 | 5,892 |
Foreign currency translation adjustments | (953) | 6,262 |
Total comprehensive income | $ 23,479 | $ 12,154 |
Basic income per share (in dollars per share) | $ 1.18 | $ 0.29 |
Diluted income per share (in dollars per share) | $ 1.18 | $ 0.29 |
Basic weighted average common shares outstanding (in shares) | 20,677,067 | 20,567,141 |
Diluted weighted average common shares outstanding (in shares) | 20,714,275 | 20,567,141 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 24,432 | $ 5,892 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 265 | 283 |
Provision for obsolete inventory | 1,483 | 0 |
Depreciation and amortization | 7,238 | 7,668 |
Change in fair value of warrant liability | (7,626) | 0 |
Change in fair value of earnout share liability | (2,120) | 0 |
Deferred income taxes | 4,513 | 496 |
Changes in operating assets and liabilities: | ||
Receivables | (20,891) | (13,297) |
Deferred income taxes | 98 | (21) |
Inventories | (6,143) | (5,229) |
Prepaid expenses | 646 | (903) |
Other assets | 1,002 | (119) |
Accounts payable and accrued expenses | (11,216) | 2,677 |
Taxes payable | 1,151 | (626) |
Labor liabilities | (16) | (31) |
Accrued liabilities and provisions | (598) | 40 |
Related parties | 375 | 0 |
Advances from customers | 18,141 | (4,113) |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,734 | (7,283) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 3,222 | 3,451 |
Proceeds from sale of property and equipment | 0 | 13,793 |
Cash acquired from Andina Acquisition Corporation | 3 | 0 |
Purchase of investments | (107) | (1,278) |
Acquisition of property and equipment | (20,001) | (25,938) |
Restricted cash | (3,746) | 0 |
CASH USED IN INVESTING ACTIVITIES | (20,629) | (9,972) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 21,237 | 57,767 |
Repayments of debt | (12,865) | (48,590) |
CASH PROVIDED BY FINANCING ACTIVITIES | 8,372 | 9,177 |
Effect of exchange rate changes on cash and cash equivalents | 2,254 | 5,650 |
NET INCREASE (DECREASE) IN CASH | 731 | (2,428) |
CASH - Beginning of year | 2,135 | 4,563 |
CASH - End of year | 2,866 | 2,135 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during the year for Interest | 7,303 | 5,555 |
Cash paid during the year for Taxes | 4,183 | 2,441 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||
Assets acquired under capital lease | $ 17,686 | $ 7,163 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Legal Reserve [Member] | Accumulated Deficit [Member] | Preferred Stock [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2011 | $ 33,616 | $ 2 | $ 42,702 | $ 1,367 | $ (9,716) | $ 0 | $ (739) |
Balance (in shares) at Dec. 31, 2011 | 20,567,141 | 0 | |||||
Dividends paid in stock | 1,517 | $ 0 | 1,517 | 0 | 0 | $ 0 | |
Foreign currency translation | 6,262 | 0 | 0 | 0 | 0 | 0 | 6,262 |
Net income | 5,892 | 0 | 0 | 0 | 5,892 | 0 | 0 |
Balance at Dec. 31, 2012 | 47,287 | $ 2 | 44,219 | 1,367 | (3,824) | $ 0 | 5,523 |
Balance (in shares) at Dec. 31, 2012 | 20,567,141 | 0 | |||||
Outstanding ordinary shares of Andina Acquisition at the time of the exchange | $ (3,526) | $ 0 | 35,351 | 0 | (38,877) | $ 0 | 0 |
Outstanding ordinary shares of Andina Acquisition at the time of the exchange (in shares) | 3,647,529 | 3,647,529 | 0 | ||||
Recapitalization of Andina Acquisition accumulated deficit | $ 0 | $ 0 | (38,877) | 0 | 38,877 | $ 0 | 0 |
Earnout share liability | (20,374) | 0 | (20,374) | 0 | 0 | 0 | 0 |
Foreign currency translation | (953) | 0 | 0 | 0 | 0 | 0 | (953) |
Net income | 24,432 | 0 | 0 | 0 | 24,432 | 0 | 0 |
Balance at Dec. 31, 2013 | $ 46,866 | $ 2 | $ 20,319 | $ 1,367 | $ 20,608 | $ 0 | $ 4,570 |
Balance (in shares) at Dec. 31, 2013 | 24,214,670 | 0 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity [Parenthetical] - $ / shares | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization and Business Operations Tecnoglass Inc. was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s registration statement for its initial public offering (the “Public Offering”) was declared effective on March 16, 2012. Andina consummated the Public Offering, the private placement of warrants and the sale of options to the Underwriters on March 22, 2012, receiving proceeds, net of transaction costs, of $ 43,163 42,740 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. As discussed below, Andina entered into a merger transaction on December 20, 2013 between Tecno Corporation (“Tecnoglass Holding”) as parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. E.S. Windows (“ES”). The surviving entity was renamed to Tecnoglass Inc. (The “Company”). 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 more than 800 To fund its working capital requirements, the Company expects that the cash flow of the acquired companies will provide sufficient liquidity to meet its current operating requirements. The Company believes that the investments made by the operating companies TG and ES in their technology, infrastructure, and sales staff will generate cash flows sufficient to cover its working capital needs and other ongoing needs for capital. The Company’s cash requirements include funding sales and production, paying interest expense and other operating expenses, including taxes, and investing in its technology infrastructure. |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2013 | |
Reorganizations [Abstract] | |
Schedule Of Reverse Merger [Text Block] | Note 2. Reverse Merger The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013 (the “Closing”), the former Tecnoglass Holding shareholders, through an intermediary entity, received, as consideration for all ordinary shares of Tecnoglass Holding they held: (i) an aggregate of 20,567,141 0.0001 3,000,000 At the Closing, the Company had 3,647,529 3,526 6,610 15,909 139 25,906 22.9 42.7 2,251,853 3.9 Prior to the business combination the Company entered into subscription agreements with two investors pursuant to which such investors purchased 649,382 The Merger Agreement was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. Accordingly, the historical financial statements presented are the consolidated financial statements of Tecnoglass Holding. The ordinary shares and the corresponding capital amounts of the Company pre-merger have been retroactively restated as ordinary shares reflecting the exchange ratio in the merger. The Earnout Shares have been issued and placed in escrow to be released to the former shareholders of Tecnoglass Holding’s upon the achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the Merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. Ordinary Share EBITDA Target Number of Earnout Shares Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $ 12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $ 13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $ 15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 If either the ordinary share target or the maximum EBITDA target is met in any fiscal year, the former shareholders of Tecnoglass Holding’s receive the maximum number of Earnout Shares indicated for the year. In the event the ordinary share target is not met but the combined company’s EBITDA falls within the minimum and maximum EBITDA target for a specified year, the number of Earnout Shares to be issued will be interpolated between such targets. In the event neither the ordinary share target nor the minimum EBITDA target is met in a particular year, but a subsequent year’s share price or EBITDA target is met, the former shareholders of Tecnoglass Holding’s will earn the Earnout Shares for the previous year as if the prior year’s target had been met. The Company and the former shareholders of Tecnoglass Holdings have agreed to indemnify and hold harmless the other for their inaccuracies or breaches of the representations and warranties or for the non-fulfillment or breach of any covenant or agreement contained in the Merger Agreement and for certain other matters. To provide a fund for payment to the Company with respect to its post-closing rights to indemnification under the Merger Agreement, an aggregate of 890,000 On December 19, 2013 prior to the Merger, the Company entered into subscription agreements with two investors pursuant to which such investors agreed to purchase an aggregate of 649,382 ordinary shares at $ 10.18 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of Significant Accounting Policies (Restated) The 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 (COP). The financial statements of the Company’s foreign operations are prepared in the functional currency. In accordance with Accounting Standards Codification (ASC) ASC 830-30 Translation of Financial Statements The accompanying 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 United States Securities and Exchange Commission (SEC). The preparation of these 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. Based on information known before these financial statements were available to be issued, there are no estimates included in these statements 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. Estimates included in these financial statements relate to the collectability of account receivable, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets and valuation of derivative financial instruments. The accompanying financial statements present the consolidated results of Tecnoglass Inc. (“TGI”) and its wholly-owned subsidiaries Tecnoglass S. A. (“TG”) and Energía Solar ES Windows S.A (“ES”). All significant intercompany transactions and balances have been eliminated. Energía Solar S.A. Sales 105,057 Tecnoglass S.A. Sales 117,678 Total Energía Solar S.A. and Tecnoglass S.A. 222,735 Less: Intercompany Sales Elimination (39,441) Consolidated Sales 183,294 The results of TGI, as the acquired company in the reverse merger, have been included for the period after the reverse merger on December 20, 2013 to the reporting date December 31, 2013. The Company generates revenue from manufactured product sales. The Company 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. Aluminum profiles offered by the Company include mill finish, anodized, painted profiles, rods, tubes, bars and plates. The Company also generates revenues from sales and installations of windows and façades. Window production lines are defined depending on the different types of windows: normal, impact resistant, hurricane-proof, safety, soundproof and thermal. The Company produces fixed body, sliding windows, projecting windows, guillotine windows, sliding doors and swinging doors. The Company produces façade products which include: floating facades, automatic doors bathroom dividers and commercial display windows. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fees are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts in the accompanying consolidated balance sheet 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. Payments received from customers in advance of delivery are recorded as advances from customers at the time payment is received. Product Sales The Company requires that all of its product sales to be supported by evidence of a sale transaction that clearly indicates the selling price to the customer, shipping terms and payment terms. Evidence of an arrangement consists of a contract or purchase order approved by the customer. The Company recognizes revenue when goods are shipped, which is “FOB shipping point.” Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but could occur when the customer receives the product based on the terms of the agreement with the customer. The selling prices of all goods that the Company sells are fixed, and agreed to with the customer, prior to shipment. Selling prices are generally based on established list prices. The Company does not customarily permit its customers to return any of its products for monetary refunds or credit against completed or future sales. Contract Sales 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. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of units installed, hours expended or some other measure of progress. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Provisions for anticipated losses are recorded in the period in which they become determinable. No provisions have been recorded for losses on uncompleted contracts for the years ended December 31, 2013 and 2012. Standard Form Sales The Company recognizes revenue for standard form sales once the installation is complete. Standard form sales are customer sales comprising low value installations that are of short duration. A standard form agreement is executed between the Company and its customer. Services are performed by the Company during the installation process. The price quote is determined by the Company, based on the requested installation, and approved by the customer before the Company proceeds with the installation. The customer’s credit worthiness and payment capacity is evaluated before the Company will proceed with the initial order process. The Company classifies amounts billed to customers related to shipping and handling in sale transactions as product revenues. Shipping and handling costs incurred are recorded in cost of product revenues. For the years ended December 31, 2013 and 2012, the Company recorded revenue related to shipping and handling costs of $ 7.0 million and $5.9 million, respectively. The Company accounts for sales taxes and value added taxes imposed on its goods and services on a net basis - value added taxes paid for goods and services purchased is netted against value added tax collected from customers and the net amount is paid to the government. The current value added tax rate in Colombia for all of the Company’s products is 16 0.7 All liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. At December 31, 2013 the Company had no cash equivalents. Financial instruments which potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company mitigates its cash risk by maintaining As discussed below, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. 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 programs. 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. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts receivable. Account balances deemed to be 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 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’s reserve for excess or slow-moving inventories at December 31, 2013 and 2012 amounted to approximately $ 1,438 0 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. Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years The Company periodically reviews the carrying values of its long lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered necessary. When circumstances indicate that impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company classifies as equity any warrants contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company accounts for the 4,200,000 Offering, 4,800,000 200,000 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 December 31, 2013 December 20, 2013 Stock Price $ 8.55 $ 10.18 Dividend Yield N/A N/A Risk-free rate 0.78 % 0.70 % Expected Term 2.97 3.00 Expected Volatility 44.69 44.71 Balance - December 20, 2013 $ 25,906 Fair value adjustment (7,626) Balance - December 31, 2013 $ 18,280 In accordance with ASC 815 Derivatives and hedging The fair value of the earnout shares liability is calculated using a Monte Carlo simulation, whereby future net revenue was simulated over the earnout period using a geometric Brownian Motion. Our model utilized management’s forecasted net sales and was performed in a risk-neutral environment. December 20, 2013 December, 31 2013 Stock Price 9.43 $ 8.55 Risk-free rate 0.74 % 0.78 % Expected Term 3 years 3 years Asset Volatility (level 3 input) 50 % 50 % Equity Volatility (level 3 input) 58 % 58 % The value of the earnout share liability is sensitive to changes in equity volatility and the forecasted EBITDA of the company. An increase or decrease in the equity volatility of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. An increase or decrease in the EBITDA of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. The table below provides a reconciliation of the beginning and ending balances for the earnout shares liability measured using significant unobservable inputs (Level 3): Balance - December 20, 2013 $ 20,374 Fair value adjustment for year ended December 31, 2013 (2,120) Balance at December 31, 2013 $ 18,254 The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. At December 31, 2013 and 2012, no share-based awards had been granted to employees. The Company records all derivatives on the balance sheet at fair value, regardless of the purpose or intent for holding them. The Company has not designated its derivatives as hedging instruments, therefore, the Company does not designate them as fair value or cash flow hedging instruments. The accounting for changes in fair value of the derivatives is recorded within earnings. Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2013 and 2012 amounted to approximately $ 383 255 Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. All periods prior to 2012 are no longer subject to examination by taxing authorities in Colombia. The Company accounts for income taxes under the asset and liability model (ASC 740 “Income Taxes”) and 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 loss and tax credit carry forwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. 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 would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The calculation of the weighted-average number of ordinary shares includes 20,567,141 3,647,529 900,000 (consisting of one warrant and one ordinary share) because their inclusion would be anti-dilutive. The Company considered the effect of warrants to purchase 9,200,000 37,208 Comprehensive Income (Loss) Other comprehensive income (loss) includes all changes in stockholders’ equity during a period from non-owner sources and is reported in the consolidated statement of stockholders’ equity The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal costs, the Company records such costs as incurred. In July 2012, the FASB issued ASU No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 is effective for the Company in the period beginning January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements but may have an impact in future periods. In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). ASU 2013-02 is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. Accordingly, an entity is required to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this ASU supersede the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU 2013-05 and ASU 2013-12. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted ASU 2013-02 effective January 1, 2013 and the adoption did not have an impact on the Company’s consolidated financial statements but may have an impact in future periods. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments [Text Block] | Note 4. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, approximate their fair values due to their short-term nature, as they are receivable or payable upon demand. Amounts shown for debt approximate fair value as applicable interest rates are at current market rates. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates in Colombia. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2013 | |
Receivables [Abstract] | |
Financing Receivables [Text Block] | Note 5. Trade Accounts Receivable December 31, 2013 2012 Trade accounts receivable $ 51,331 $ 37,704 Less: Allowance for doubtful accounts (403) (273) $ 50,928 $ 37,431 December 31, 2013 2012 Balance at beginning of year $ 273 $ 169 Provision for bad debts 265 283 Deductions and write-offs (135) (179) Balance at end of year $ 403 $ 273 |
Advances and Other Receivables
Advances and Other Receivables | 12 Months Ended |
Dec. 31, 2013 | |
Receivables, Other, Related Parties and Retainage [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 6. Advances and Other Receivables December 31, 2013 2012 Advances to Suppliers and Loans $ 8,310 $ 10,479 Prepaid Income Taxes and Social Contributions $ 2,281 $ 2,705 Employee Receivables $ 374 $ 69 Other Creditors $ 2,200 $ 3,543 $ 13,165 $ 16,796 Included in advances to suppliers and loans is a loan to Finsocial, a company that makes loans to public school system teachers. At December 31, 2013 and 2012 the loan balances were $ 4,308 3,570 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 7. Inventor ies December 31, 2013 2012 Raw materials $ 17,121 $ 16,619 Work in process 3,243 2,643 Finished goods 2,741 573 Stores and spares 2,404 1,622 Packing material 110 102 25,619 21,559 Less: inventory allowances (1,438) - $ 24,181 $ 21,559 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 8. Property, Plant and Equipment, Net December 31, 2013 2012 Building $ 34,710 $ 33,891 Machinery and equipment 61,539 47,585 Office equipment and software 3,221 1,773 Vehicles 1,193 885 Furniture and fixtures 1,888 2,872 Total property, plant and equipment 102,551 87,006 Accumulated depreciation and amortization (27,403) (26,802) Net value of property and equipment 75,148 60,204 Land 12,234 2,828 Total property, plant and equipment, net $ 87,382 $ 63,032 Depreciation and amortization expense, inclusive of capital lease amortization, for the years ended December 31, 2013 and 2012 amounted to $ 7,238 $ 7,668 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9. Long-Term Debt December 31, 2013 2012 Obligations under borrowing arrangements $ 77,817 $ 57,255 Less: Current portion of long-term debt and other current borrowings (29,720) (7,125) Long-term debt $ 48,097 $ 50,130 At December 31, 2013, the Company owes approximately $77,817 Colombia and Panama including obligations under various capital leases as discussed below. The bank six months 10 years 5.6 10.2 These loans are generally secured by substantially all of the Company’s accounts receivable and/or inventory The Company was not in compliance with certain financial covenants as of December 31, 2013 for its financial obligations with Banco Colpatria. In April 2014, the bank confirmed with the Company it would take no actions to accelerate payments, increase interest, or any other actions as a result of the non-compliance with the covenants Year Ending December 31, 2014 $ 26,580 2015 12,554 2016 11,544 2017 5,616 2018 2,705 Thereafter 985 Total $ 59,984 Revolving Lines of Credit The Company has approximately $ 2.3 The interest rate on such revolving note is DTF +6.5% and DTF +7%. DTF is the primary measure of interest rates in Colombia. The note is secured by all assets of the Company and the personal guarantees of the officer-stockholders. At December 31, 2013 and 2012 $ 1,872 487 463 291 25 112 Capital Lease Obligations The Company is obligated under various capital leases under which the aggregate present value of the minimum lease payments amounted to approximately $ 17,833 7.94 12.20 Year Ending December 31, 2014 $ 3,141 2015 3,228 2016 2,832 2017 1,906 2018 1,520 Thereafter 5,206 $ 17,833 Interest expense for the years ended December 31, 2013 and 2012 was $ 7.9 million and $5.5 million, respectively. |
Note Payable to Shareholder and
Note Payable to Shareholder and Advance from Shareholder | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | Note 10. Note Payable to Shareholder and Advance from Shareholder The Company issued a $ 100 In addition, on March 15, 2012, the stockholder paid expenses on behalf of the Company in the amount of $ 71 On May 20, 2013, the A. Lorne Weil 2006 Irrevocable Trust-Family Investment Trust (the “Trust”), a trust of which the Chairman of the Board of the Company, his spouse and his descendants are among the beneficiaries, loaned the Company $ 100 200,000 From September 5 to November 7, 2013 A. Lorne Weil loaned the Company $ 150 70 80 |
Income Taxes (Restated)
Income Taxes (Restated) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11. Income Taxes (Restated) Income Taxes The Company files income tax returns for TG and ES in the Republic of Colombia where, as a general rule, taxable income for companies is subject to a 25 3 For tax years 2013 through 2015, a special additional CREE tax will apply at a rate of 9% to certain tax payers including the Company. Starting in 2016, the rate for this tax will be 8%. Years Ended Dec 31, 2013 Dec 31, 2012 Current income tax Foreign 4,183 2,421 Deferred income Tax Foreign 4,513 802 Total Provision for Income tax 8,696 3,223 Dec 31, 2013 Dec 31, 2012 Income tax expense at statutory rates 34.0 % 33.0 % Non-deductible expenses 6.5 % 4.80 % Non-taxable income (14.3) % (5.80) % Effective tax rate 26.2 % 32.0 % December 31, 2013 (Restated) Deferred tax assets: Accounts Receivable Clients - Delivered 518 Accounts Receivable Clients - Poc 849 Depreciation 465 Provision Inventory 489 Total deferred tax assets 2,321 Deferred tax liabilities: Inventory Not delivered 405 Accounts Receivable Clients - Poc 4,706 Depreciation 565 Financials Liabilities 78 Provision Accounts Receivable 944 Total deferred tax liabilities 6,698 The Company does not have any uncertain tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within 12 months of December 31, 2013. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. As of December 31, 2013 and 2012, neither TG nor ES had tax losses. The 2013 fiscal tax year is open for ES and TG until July 1, 2014. All tax years from 2012 and prior are closed. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 12. Related Parties The Company has two major related parties: ES Windows LLC (“ESW LLC”), a Florida LLC partially owned by the Chief Executive Officer and the Chief Operating Officer, and Ventanas Solar S.A. (“VS”), an importer and installer based in Panama owned by related party family members. Union Temporal ESW is a temporary joint venture with Ventanar S.A. for building projects in 2013. 2013 and 2012 with all related parties, shareholders, directors and managers: December 31, December 31, Current Assets Due from ESW LLC $ 11,823 $ 1,761 Due from VS 5,050 2,963 Due from UT ESW 3,199 - Due from other related parties 1,346 570 $ 21,418 $ 5,294 Trade receivable from VS $ 5,722 $ - Year Ended 2014 2013 Revenues- Sales to ESW LLC and VS $ 28,788 $ 26,123 Expenses- Fees paid to Directors and Officers 1,327 592 Paid to other related parties 3,549 - The Company guaranteed a bank loan for $ 519 The Company guaranteed a loan for $ 163 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2013 | |
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, and two currency forward contracts as economic hedges against foreign currency rate risk on U.S. dollar loans. The currency forwards expired in January 2014. Hedge accounting treatment per guidance in ASC 815-10 and related Subsections was not pursued at inception of the contracts. The derivative contracts were recorded on the balance sheet as liabilities as of December 31, 2013, at an aggregate fair value of $ 230 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 14. Commitments and Contingencies Guarantees The Company guaranteed a $3,633 bank loan for Construimos y Señalizamos Guarantees to related parties are disclosed in Note 12 - Related Parties Legal Matters TG and Tecnoglass USA, Inc., a related party, are named in a civil action for wrongful death, negligence and negligent infliction of emotional distress arising out of a workplace accident where a crate of glass fell and fatally crushed a worker during the unloading process. TG denies liability and intends to rigorously defend the claim in court. TG’s insurance carrier is providing coverage to TG under a $ 3,000 6,000 3,000 TG is also a named defendant in in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17 th 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. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15. Shareholders’ Equity Preferred Shares TGI is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2013, there are no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. As of December 31, 2013, a total of 27,214,670 3,000,000 Legal Reserve Long Term Incentive Compensation Plan The Long-Term Incentive Plan will reserve a number of Company ordinary shares for issuance in accordance with the plan’s terms in an amount equal to 6 Awards under this plan may only be granted for ten years after December 20 th |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 16. Fair Value Measurements (Restated) ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), defines fair value, establishes a framework for measuring fair value in U.S. GAAP and provides for expanded disclosure about fair value measurements. ASC 820-10 applies to all other accounting pronouncements that require or permit fair value measurements. The Company determines or calculates the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments while estimating for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow. ASC 820-10 requires that assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 classification. As a result, the unrealized gains and losses for assets within the Level 3 classification may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company classifies such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Quotes Prices Significant Significant Due from Continental Stock and Trust 15,908 - - Warrant Liability - - 18,280 Earnout share liability - - 18,254 Interest Rate Swap Derivative Liability 178 Foreign Currency Forward Liability 53 For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s principal executive determines its valuation policies and procedures. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 17. Segment and Geographic Information December 31, 2013 2012 Colombia 101,754 63,217 United States 66,723 49,098 Panama 10,210 14,296 Other 4,607 3,713 $ 183,294 $ 130,324 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 18. Subsequent Events In March 2014, the Company closed on its letter of intent dated December 26, 2013 for the purchase of land adjacent to the Company’s current facilities for $ 7.3 On March 5, 2014, the Company entered into a subscription agreement with an affiliate of A. Lorne Weil, the Company’s Non-Executive Chairman of the Board, pursuant to which such affiliate agreed to purchase an aggregate of 95,693 1,000,000 10.45 |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Restatement This Note 19 to the consolidated financial statements discloses the nature of the restatements and adjustments and shows the impact of the restatements on revenues, expenses, income, assets, liabilities, equity, and cash flows from operating activities, investing activities, and financing activities, and the cumulative effects of these adjustments on the consolidated statement of operations, balance sheet, and cash flows for 2013. The annual impact on 2013 was an increase in pre-tax income and net income of $ 2.1 Description of Restatement Matters and Restatement Adjustment In preparing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company identified a non-cash error related to the accounting for the earnout shares as a liability as of December 20, 2013. A description of the restatement adjustments is provided below: (a) The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013, the Company issued 3,000,000 Ordinary Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. Ordinary Share EBITDA Target Number of Earnout Shares Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 Prior to December 31, 2015, the earnout shares were accounted for within equity at par value. In accordance with ASC 815 Derivatives and hedging Consolidated Balance Sheet Previously Adjustment Restated Earnout share liability - 18,254 18,254 Total liabilities 183,094 18,254 201,348 Additional paid capital 40,693 (20,374) 20,319 Retained earnings (accumulated deficit) 18,488 2,120 20,608 Total shareholders' equity 65,120 (18,254) 46,866 Total liabilities and shareholders' equity 248,214 - 248,214 Consolidated Statement of Operations Years ended December 31, Previously Adjustment Restated Operating income 27,270 - 27,270 Change in fair value of earnout share liability - 2,120 2,120 Income before taxes 31,008 2,120 33,128 Net income 22,312 2,120 24,432 Total comprehensive income 21,359 2,120 23,479 Basic income per share 1.08 (0.10) 1.18 Diluted income per share 1.08 (0.10) 1.18 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The 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 (COP). The financial statements of the Company’s foreign operations are prepared in the functional currency. In accordance with Accounting Standards Codification (ASC) ASC 830-30 Translation of Financial Statements |
Basis Of Presentation And Use Of Estimates [Policy Text Block] | Basis of Presentation and Use of Estimates The accompanying 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 United States Securities and Exchange Commission (SEC). The preparation of these 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. Based on information known before these financial statements were available to be issued, there are no estimates included in these statements 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. Estimates included in these financial statements relate to the collectability of account receivable, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets and valuation of derivative financial instruments. The accompanying financial statements present the consolidated results of Tecnoglass Inc. (“TGI”) and its wholly-owned subsidiaries Tecnoglass S. A. (“TG”) and Energía Solar ES Windows S.A (“ES”). All significant intercompany transactions and balances have been eliminated. Energía Solar S.A. Sales 105,057 Tecnoglass S.A. Sales 117,678 Total Energía Solar S.A. and Tecnoglass S.A. 222,735 Less: Intercompany Sales Elimination (39,441) Consolidated Sales 183,294 The results of TGI, as the acquired company in the reverse merger, have been included for the period after the reverse merger on December 20, 2013 to the reporting date December 31, 2013. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue from manufactured product sales. The Company 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. Aluminum profiles offered by the Company include mill finish, anodized, painted profiles, rods, tubes, bars and plates. The Company also generates revenues from sales and installations of windows and façades. Window production lines are defined depending on the different types of windows: normal, impact resistant, hurricane-proof, safety, soundproof and thermal. The Company produces fixed body, sliding windows, projecting windows, guillotine windows, sliding doors and swinging doors. The Company produces façade products which include: floating facades, automatic doors bathroom dividers and commercial display windows. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fees are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts in the accompanying consolidated balance sheet 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. Payments received from customers in advance of delivery are recorded as advances from customers at the time payment is received. Product Sales The Company requires that all of its product sales to be supported by evidence of a sale transaction that clearly indicates the selling price to the customer, shipping terms and payment terms. Evidence of an arrangement consists of a contract or purchase order approved by the customer. The Company recognizes revenue when goods are shipped, which is “FOB shipping point.” Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but could occur when the customer receives the product based on the terms of the agreement with the customer. The selling prices of all goods that the Company sells are fixed, and agreed to with the customer, prior to shipment. Selling prices are generally based on established list prices. The Company does not customarily permit its customers to return any of its products for monetary refunds or credit against completed or future sales. Contract Sales 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. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of units installed, hours expended or some other measure of progress. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Provisions for anticipated losses are recorded in the period in which they become determinable. No provisions have been recorded for losses on uncompleted contracts for the years ended December 31, 2013 and 2012. Standard Form Sales The Company recognizes revenue for standard form sales once the installation is complete. Standard form sales are customer sales comprising low value installations that are of short duration. A standard form agreement is executed between the Company and its customer. Services are performed by the Company during the installation process. The price quote is determined by the Company, based on the requested installation, and approved by the customer before the Company proceeds with the installation. The customer’s credit worthiness and payment capacity is evaluated before the Company will proceed with the initial order process. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs The Company classifies amounts billed to customers related to shipping and handling in sale transactions as product revenues. Shipping and handling costs incurred are recorded in cost of product revenues. For the years ended December 31, 2013 and 2012, the Company recorded revenue related to shipping and handling costs of $ 7.0 million and $5.9 million, respectively. |
Sales Tax And Value Added Taxes [Policy Text Block] | Sales Tax and Value Added Taxes The Company accounts for sales taxes and value added taxes imposed on its goods and services on a net basis - value added taxes paid for goods and services purchased is netted against value added tax collected from customers and the net amount is paid to the government. The current value added tax rate in Colombia for all of the Company’s products is 16 0.7 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents All liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. At December 31, 2013 the Company had no cash equivalents. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments which potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company mitigates its cash risk by maintaining |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | As discussed below, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. 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 programs. 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. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts receivable. Account balances deemed to be 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’s reserve for excess or slow-moving inventories at December 31, 2013 and 2012 amounted to approximately $ 1,438 0 |
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. Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long Lived Assets The Company periodically reviews the carrying values of its long lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered necessary. When circumstances indicate that impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Common Stock Purchase Warrants and Derivative Financial Instruments [Policy Text Block] | Common Stock Purchase Warrants The Company classifies as equity any warrants contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Fair Value Warrant Liability [Policy Text Block] | Warrant liability The Company accounts for the 4,200,000 Offering, 4,800,000 200,000 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 December 31, 2013 December 20, 2013 Stock Price $ 8.55 $ 10.18 Dividend Yield N/A N/A Risk-free rate 0.78 % 0.70 % Expected Term 2.97 3.00 Expected Volatility 44.69 44.71 Balance - December 20, 2013 $ 25,906 Fair value adjustment (7,626) Balance - December 31, 2013 $ 18,280 |
Earnout Shares Liability [Policy Text Block] | Earnout shares liability In accordance with ASC 815 Derivatives and hedging The fair value of the earnout shares liability is calculated using a Monte Carlo simulation, whereby future net revenue was simulated over the earnout period using a geometric Brownian Motion. Our model utilized management’s forecasted net sales and was performed in a risk-neutral environment. December 20, 2013 December, 31 2013 Stock Price 9.43 $ 8.55 Risk-free rate 0.74 % 0.78 % Expected Term 3 years 3 years Asset Volatility (level 3 input) 50 % 50 % Equity Volatility (level 3 input) 58 % 58 % The value of the earnout share liability is sensitive to changes in equity volatility and the forecasted EBITDA of the company. An increase or decrease in the equity volatility of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. An increase or decrease in the EBITDA of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. The table below provides a reconciliation of the beginning and ending balances for the earnout shares liability measured using significant unobservable inputs (Level 3): Balance - December 20, 2013 $ 20,374 Fair value adjustment for year ended December 31, 2013 (2,120) Balance at December 31, 2013 $ 18,254 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. At December 31, 2013 and 2012, no share-based awards had been granted to employees. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company records all derivatives on the balance sheet at fair value, regardless of the purpose or intent for holding them. The Company has not designated its derivatives as hedging instruments, therefore, the Company does not designate them as fair value or cash flow hedging instruments. The accounting for changes in fair value of the derivatives is recorded within earnings. |
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | A Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2013 and 2012 amounted to approximately $ 383 255 |
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. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. All periods prior to 2012 are no longer subject to examination by taxing authorities in Colombia. The Company accounts for income taxes under the asset and liability model (ASC 740 “Income Taxes”) and 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 loss and tax credit carry forwards. A valuation allowance is established when management determines that it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. |
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 would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The calculation of the weighted-average number of ordinary shares includes 20,567,141 3,647,529 900,000 (consisting of one warrant and one ordinary share) because their inclusion would be anti-dilutive. The Company considered the effect of warrants to purchase 9,200,000 37,208 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Other comprehensive income (loss) includes all changes in stockholders’ equity during a period from non-owner sources and is reported in the consolidated statement of stockholders’ equity |
Commitments and Contingencies, Policy [Policy Text Block] | Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal costs, the Company records such costs as incurred. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In July 2012, the FASB issued ASU No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 is effective for the Company in the period beginning January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements but may have an impact in future periods. In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). ASU 2013-02 is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. Accordingly, an entity is required to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this ASU supersede the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU 2013-05 and ASU 2013-12. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted ASU 2013-02 effective January 1, 2013 and the adoption did not have an impact on the Company’s consolidated financial statements but may have an impact in future periods. |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Reorganizations [Abstract] | |
Schedule Of Forth Targets and Earn-out Shares [Table Text Block] | The following table sets forth the targets and the number of Earnout Shares issuable to the former shareholders of Tecnoglass Holding’s upon the achievement of such targets: Ordinary Share EBITDA Target Number of Earnout Shares Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $ 12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $ 13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $ 15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Summary Of The Total Company Sales [Table Text Block] | Below is a summary of the total company sales including intercompany eliminations: Energía Solar S.A. Sales 105,057 Tecnoglass S.A. Sales 117,678 Total Energía Solar S.A. and Tecnoglass S.A. 222,735 Less: Intercompany Sales Elimination (39,441) Consolidated Sales 183,294 |
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: Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The inputs to the model were as follows: December 31, 2013 December 20, 2013 Stock Price $ 8.55 $ 10.18 Dividend Yield N/A N/A Risk-free rate 0.78 % 0.70 % Expected Term 2.97 3.00 Expected Volatility 44.69 44.71 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability [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 20, 2013 $ 25,906 Fair value adjustment (7,626) Balance - December 31, 2013 $ 18,280 |
Earnout Shares Liability [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The inputs to the model were as follows: December 20, 2013 December, 31 2013 Stock Price 9.43 $ 8.55 Risk-free rate 0.74 % 0.78 % Expected Term 3 years 3 years Asset Volatility (level 3 input) 50 % 50 % Equity Volatility (level 3 input) 58 % 58 % |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability [Table Text Block] | The table below provides a reconciliation of the beginning and ending balances for the earnout shares liability measured using significant unobservable inputs (Level 3): Balance - December 20, 2013 $ 20,374 Fair value adjustment for year ended December 31, 2013 (2,120) Balance at December 31, 2013 $ 18,254 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Receivables [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Trade accounts receivable consists of the following: December 31, 2013 2012 Trade accounts receivable $ 51,331 $ 37,704 Less: Allowance for doubtful accounts (403) (273) $ 50,928 $ 37,431 |
Schedule of Changes In Allowance For Doubtful Accounts Receivable [Table Text Block] | The changes in allowances for doubtful accounts for the years ended December 31, 2013 and 2012 are as follows: December 31, 2013 2012 Balance at beginning of year $ 273 $ 169 Provision for bad debts 265 283 Deductions and write-offs (135) (179) Balance at end of year $ 403 $ 273 |
Advances and Other Receivables
Advances and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Receivables, Other, Related Parties and Retainage [Abstract] | |
Schedule of Other Accounts Receivable [Table Text Block] | December 31, 2013 2012 Advances to Suppliers and Loans $ 8,310 $ 10,479 Prepaid Income Taxes and Social Contributions $ 2,281 $ 2,705 Employee Receivables $ 374 $ 69 Other Creditors $ 2,200 $ 3,543 $ 13,165 $ 16,796 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories December 31, 2013 2012 Raw materials $ 17,121 $ 16,619 Work in process 3,243 2,643 Finished goods 2,741 573 Stores and spares 2,404 1,622 Packing material 110 102 25,619 21,559 Less: inventory allowances (1,438) - $ 24,181 $ 21,559 |
Property, Plant and Equipment33
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consist of the following: December 31, 2013 2012 Building $ 34,710 $ 33,891 Machinery and equipment 61,539 47,585 Office equipment and software 3,221 1,773 Vehicles 1,193 885 Furniture and fixtures 1,888 2,872 Total property, plant and equipment 102,551 87,006 Accumulated depreciation and amortization (27,403) (26,802) Net value of property and equipment 75,148 60,204 Land 12,234 2,828 Total property, plant and equipment, net $ 87,382 $ 63,032 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | Long-term debt is comprised of the following: December 31, 2013 2012 Obligations under borrowing arrangements $ 77,817 $ 57,255 Less: Current portion of long-term debt and other current borrowings (29,720) (7,125) Long-term debt $ 48,097 $ 50,130 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long-term debt and other current borrowings are as follows as of December 31, 2013: Year Ending December 31, 2014 $ 26,580 2015 12,554 2016 11,544 2017 5,616 2018 2,705 Thereafter 985 Total $ 59,984 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum lease payments under all capital leases at December 31, 2013 are as follows: Year Ending December 31, 2014 $ 3,141 2015 3,228 2016 2,832 2017 1,906 2018 1,520 Thereafter 5,206 $ 17,833 |
Income Taxes (Restated) (Tables
Income Taxes (Restated) (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) are as follows: Years Ended Dec 31, 2013 Dec 31, 2012 Current income tax Foreign 4,183 2,421 Deferred income Tax Foreign 4,513 802 Total Provision for Income tax 8,696 3,223 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Dec 31, 2013 Dec 31, 2012 Income tax expense at statutory rates 34.0 % 33.0 % Non-deductible expenses 6.5 % 4.80 % Non-taxable income (14.3) % (5.80) % Effective tax rate 26.2 % 32.0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company has the following net deferred tax assets (in thousands): December 31, 2013 (Restated) Deferred tax assets: Accounts Receivable Clients - Delivered 518 Accounts Receivable Clients - Poc 849 Depreciation 465 Provision Inventory 489 Total deferred tax assets 2,321 Deferred tax liabilities: Inventory Not delivered 405 Accounts Receivable Clients - Poc 4,706 Depreciation 565 Financials Liabilities 78 Provision Accounts Receivable 944 Total deferred tax liabilities 6,698 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | 2013 and 2012 with all related parties, shareholders, directors and managers: December 31, December 31, Current Assets Due from ESW LLC $ 11,823 $ 1,761 Due from VS 5,050 2,963 Due from UT ESW 3,199 - Due from other related parties 1,346 570 $ 21,418 $ 5,294 Trade receivable from VS $ 5,722 $ - Year Ended 2014 2013 Revenues- Sales to ESW LLC and VS $ 28,788 $ 26,123 Expenses- Fees paid to Directors and Officers 1,327 592 Paid to other related parties 3,549 - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis (at December 31, 2013) Quotes Prices Significant Significant Due from Continental Stock and Trust 15,908 - - Warrant Liability - - 18,280 Earnout share liability - - 18,254 Interest Rate Swap Derivative Liability 178 Foreign Currency Forward Liability 53 |
Segment and Geographic Inform38
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company operates a single segment business for product sales which consists of geographical sales territories as follows: December 31, 2013 2012 Colombia 101,754 63,217 United States 66,723 49,098 Panama 10,210 14,296 Other 4,607 3,713 $ 183,294 $ 130,324 |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Earnout Shares Issuable to Shareholders [Table Text Block] | The following table sets forth the targets and the number of Earnout Shares issuable upon the achievement of such targets: Ordinary Share EBITDA Target Number of Earnout Shares Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 |
Schedule of Error Corrections and Prior Period Adjustments in Condensed Consolidated Balance Sheet [Table Text Block] | The following analysis includes the financial statements as originally reported and as adjusted and takes into account the adjustment described above: Consolidated Balance Sheet Previously Adjustment Restated Earnout share liability - 18,254 18,254 Total liabilities 183,094 18,254 201,348 Additional paid capital 40,693 (20,374) 20,319 Retained earnings (accumulated deficit) 18,488 2,120 20,608 Total shareholders' equity 65,120 (18,254) 46,866 Total liabilities and shareholders' equity 248,214 - 248,214 |
Schedule of Error Corrections and Prior Period Adjustments in Consolidated Statement of Operations [Table Text Block] | Consolidated Statement of Operations Years ended December 31, Previously Adjustment Restated Operating income 27,270 - 27,270 Change in fair value of earnout share liability - 2,120 2,120 Income before taxes 31,008 2,120 33,128 Net income 22,312 2,120 24,432 Total comprehensive income 21,359 2,120 23,479 Basic income per share 1.08 (0.10) 1.18 Diluted income per share 1.08 (0.10) 1.18 |
Organization and Business Ope40
Organization and Business Operations (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 22, 2012 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements And Going Concern [Line Items] | ||
Proceeds from Issuance or Sale of Equity, Total | $ 43,163 | |
Equity Proceeds Held In Trust Account | $ 42,740 | $ 42,700 |
Reverse Merger (Details)
Reverse Merger (Details) - Scenario, Forecast [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Agreement And Plan Of Reorganization [Line Items] | |||
Ordinary Share Price Target | $ 15 | $ 13 | $ 12 |
Minimum [Member] | |||
Agreement And Plan Of Reorganization [Line Items] | |||
EBITDA Target | $ 40,000 | $ 35,000 | $ 30,000 |
Number of Earnout Shares | 1,333,333 | 875,000 | 416,667 |
Maximum [Member] | |||
Agreement And Plan Of Reorganization [Line Items] | |||
EBITDA Target | $ 45,000 | $ 40,000 | $ 36,000 |
Number of Earnout Shares | 1,500,000 | 1,000,000 | 500,000 |
Reverse Merger (Details Textual
Reverse Merger (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 22, 2012 | |
Agreement And Plan Of Reorganization [Line Items] | |||
Number of Earnout Shares, Allocated | 3,000,000 | ||
Number Of Ordinary Shares Subject To Adjustment | 20,567,141 | ||
Number Of Ordinary Per Shares Subject To Adjustment | $ 0.0001 | ||
Business Combination Contingent Consideration Shares Issuable | 890,000 | ||
Due From Transfer Agent | $ 15,908 | $ 0 | |
Outstanding common stock of Andina Acquisition share | 3,647,529 | ||
Outstanding common stock of Andina Acquisition Amount | $ (3,526) | ||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 6,611 | 0 | |
Other Liabilities | 139 | ||
Warrant Liability | 25,906 | ||
Payments for Repurchase of Common Stock | 22,900 | ||
Equity Proceeds Held In Trust Account | $ 42,700 | $ 42,740 | |
Stock Repurchased During Period, Shares | 2,251,853 | ||
Payments for Merger Related Costs | $ 3,900 | ||
Subscription Agreements Stock Issued To Investors, Shares | 649,382 | ||
Subscription Agreements Stock Issued To Investors, Price Per Share | $ 10.18 | ||
Inventory Adjustments, Total | $ 1,438 | $ 0 | |
Common Stock [Member] | |||
Agreement And Plan Of Reorganization [Line Items] | |||
Outstanding common stock of Andina Acquisition share | 3,647,529 | ||
Outstanding common stock of Andina Acquisition Amount | $ 0 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Sales [Line Items] | ||
Revenues | $ 183,294 | $ 130,324 |
Intersegment Eliminations [Member] | ||
Sales [Line Items] | ||
Revenues | (39,441) | |
Energía Solar S.A. and Tecnoglass S.A. [Member] | ||
Sales [Line Items] | ||
Revenues | 222,735 | |
Energía Solar S.A. Sales [Member] | ||
Sales [Line Items] | ||
Revenues | 105,057 | |
Tecnoglass S.A. Sales [Member] | ||
Sales [Line Items] | ||
Revenues | $ 117,678 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
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 [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 Accoun45
Summary of Significant Accounting Policies (Details 2) - $ / shares | 1 Months Ended | 12 Months Ended |
Dec. 20, 2013 | Dec. 31, 2013 | |
Warrant liability [Line Items] | ||
Stock Price | $ 10.18 | $ 8.55 |
Dividend Yield (in dollars per share) | $ 0 | $ 0 |
Risk-free rate | 0.70% | 0.78% |
Expected Term | 3 years | 2 years 11 months 19 days |
Expected Volatility | 44.71% | 44.69% |
Earnout Shares Liability [Member] | ||
Warrant liability [Line Items] | ||
Stock Price | $ 9.43 | $ 8.55 |
Risk-free rate | 0.74% | 0.78% |
Expected Term | 3 years | 3 years |
Asset Volatility | 50.00% | 50.00% |
Expected Volatility | 58.00% | 58.00% |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details 3) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Earnout Shares Liability [Member] | |
Warrant liability [Line Items] | |
Balance - December 20, 2013 | $ 20,374 |
Fair Value adjustment | (2,120) |
Balance - December 31, 2013 | 18,254 |
Machinery and Equipment [Member] | |
Warrant liability [Line Items] | |
Balance - December 20, 2013 | 25,906 |
Fair Value adjustment | (7,626) |
Balance - December 31, 2013 | $ 18,280 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 12 Months Ended | |
May. 20, 2013shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($)shares | |
Significant Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,208 | ||
Contingent Effect Of Unit Purchase Options To Purchase Units | 900,000 | ||
Reserve For Obsolete Inventory | $ | $ 0 | $ 0 | |
Advertising Expense | $ | $ 383,000 | $ 255,000 | |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | 200,000 | |
Outstanding common stock of Andina Acquisition share | 3,647,529 | ||
Weighted Average Number of Shares Outstanding, Basic, Total | 20,677,067 | 20,567,141 | |
Contingent Effect Of Warrants To Purchase Ordinary Shares | 9,200,000 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 37,208 | ||
Increase Decrease In Value Of Earnout Shares Liability Percentage To Equity Volatility And EBITDA Terms | An increase or decrease in the equity volatility of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. An increase or decrease in the EBITDA of 5% would result in an increase or decrease in the value of the earnout share liability of approximately 0.3%, respectively. | ||
COLOMBIA | |||
Significant Accounting Policies [Line Items] | |||
Value Added Tax Rate | 16.00% | ||
Sales Tax Rate | 0.70% | ||
Ordinary Shares [Member] | |||
Significant Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 0 | 0 | |
IPO [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrant issued | 4,200,000 | ||
Private Placement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrant issued | 4,800,000 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade Accounts receivable | $ 51,331 | $ 37,704 | |
Less: Allowance for doubtful accounts | (403) | (273) | $ (169) |
Accounts Receivable, Net, Current, Total | $ 50,928 | $ 37,431 |
Trade Accounts Receivable (De49
Trade Accounts Receivable (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at beginning of year | $ 273 | $ 169 |
Provision for bad debts | 265 | 283 |
Deductions and write-offs | (135) | (179) |
Balance at end of year | $ 403 | $ 273 |
Advances and Other Receivable50
Advances and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Other Receivables and Note Receivable [Line Items] | ||
Advances To Suppliers And Loans | $ 8,310 | $ 10,479 |
Prepaid Income Taxes and Social Contributions | 2,281 | 2,705 |
Employee Receivables | 374 | 69 |
Other Creditors | 2,200 | 3,543 |
Other Receivables, Net, Current, Total | $ 13,165 | $ 16,796 |
Advances and Other Receivable51
Advances and Other Receivables (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Other Receivables and Note Receivable [Line Items] | ||
Notes, Loans and Financing Receivable, Net, Noncurrent, Total | $ 4,308 | $ 3,570 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | ||
Raw materials | $ 17,121 | $ 16,619 |
Work in process | 3,243 | 2,643 |
Finished goods | 2,741 | 573 |
Stores and spares | 2,404 | 1,622 |
Packing material | 110 | 102 |
Inventory Gross | 25,619 | 21,559 |
Less: inventory allowances | (1,438) | 0 |
Inventory Net | $ 24,181 | $ 21,559 |
Property, Plant and Equipment53
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 102,551 | $ 87,006 |
Accumulated depreciation and amortization | (27,403) | (26,802) |
Net value of property and equipment | 75,148 | 60,204 |
Land | 12,234 | 2,828 |
Total property, plant and equipment, net | 87,382 | 63,032 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 34,710 | 33,891 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 61,539 | 47,585 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,221 | 1,773 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,193 | 885 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,888 | $ 2,872 |
Property, Plant and Equipment54
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Total | $ 7,238 | $ 7,668 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Long Term Debt [Line Items] | ||
Obligations under borrowing arrangements | $ 77,817 | $ 57,255 |
Less: Current portion of long-term debt and other current borrowings | (29,720) | (7,125) |
Long-term debt | $ 48,097 | $ 50,130 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Dec. 31, 2013USD ($) |
Maturities Of Long Term Debt [Line Items] | |
2,014 | $ 26,580 |
2,015 | 12,554 |
2,016 | 11,544 |
2,017 | 5,616 |
2,018 | 2,705 |
Thereafter | 985 |
Total | $ 59,984 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) $ in Thousands | Dec. 31, 2013USD ($) |
Capital Lease Obligations [Line Items] | |
2,014 | $ 3,141 |
2,015 | 3,228 |
2,016 | 2,832 |
2,017 | 1,906 |
2,018 | 1,520 |
Thereafter | 5,206 |
Capital Leases, Future Minimum Payments Due, Total | $ 17,833 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Long Term Debt [Line Items] | ||
Borrowings under Guaranteed Investment Agreements | $ 77,817 | |
Line of Credit Facility, Interest Rate Description | The interest rate on such revolving note is DTF +6.5% and DTF +7%. DTF is the primary measure of interest rates in Colombia. | |
Long-term Line of Credit | $ 1,872 | $ 487 |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Total | 17,833 | |
Revolving Credit Facility One [Member] | ||
Long Term Debt [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 2,300 | |
Line of Credit Facility, Remaining Borrowing Capacity | 463 | 25 |
Revolving Credit Facility Two [Member] | ||
Long Term Debt [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 2,300 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 291 | $ 112 |
Maximum [Member] | ||
Long Term Debt [Line Items] | ||
Debt Instrument, Term | 10 years | |
Debt Instrument, Interest Rate, Effective Percentage | 10.20% | |
Capital Leases Future Minimum Payments Present Value On Discount Rates | 12.20% | |
Minimum [Member] | ||
Long Term Debt [Line Items] | ||
Debt Instrument, Term | 6 months | |
Debt Instrument, Interest Rate, Effective Percentage | 5.60% | |
Capital Leases Future Minimum Payments Present Value On Discount Rates | 7.94% |
Note Payable to Shareholder a59
Note Payable to Shareholder and Advance from Shareholder (Details Textual) - USD ($) $ in Thousands | Mar. 15, 2012 | May. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 08, 2011 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||||
Note payable to shareholder | $ 80 | $ 0 | $ 100 | ||
Exchange Fees | $ 71 | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | 200,000 | |||
Family Investment Trust [Member] | |||||
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||||
Notes Payable, Current | $ 100 | ||||
A. Lorne Weil [Member] | |||||
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||||
Notes Payable | $ 150 | ||||
Loans Unpaid Amount | 80 | ||||
Loans Paid Amount | $ 70 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current income tax | ||
Foreign | $ 4,183 | $ 2,421 |
Deferred income Tax | ||
Foreign | 4,513 | 802 |
Total Provision for Income tax | $ 8,696 | $ 3,223 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ||
Income tax expense at statutory rates | 34.00% | 33.00% |
Non-deductible expenses | 6.50% | 4.80% |
Non-taxable income | (14.30%) | (5.80%) |
Effective tax rate | 26.20% | 32.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) $ in Thousands | Dec. 31, 2013USD ($) |
Deferred tax assets: | |
Accounts Receivable Clients - Delivered | $ 518 |
Accounts Receivable Clients - Poc | 849 |
Depreciation | 465 |
Provision Inventory | 489 |
Total deferred tax assets | 2,321 |
Deferred tax liabilities: | |
Inventory Not delivered | 405 |
Accounts Receivable Clients - Poc | 4,706 |
Depreciation | 565 |
Financials Liabilities | 78 |
Provision Accounts Receivable | 944 |
Total deferred tax liabilities | $ 6,698 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ||
Base Percentage Used To Calculate Minimum Taxable Income | 3.00% | |
Special Additional Tax Rate Description | For tax years 2013 through 2015, a special additional CREE tax will apply at a rate of 9% to certain tax payers including the Company. Starting in 2016, the rate for this tax will be 8%. | |
Effective Income Tax Rate Reconciliation, Percent, Total | 26.20% | 32.00% |
COLOMBIA | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current assets | ||
Due from Related Parties, Current | $ 21,418 | $ 5,294 |
Due from Other Related Parties, Current | 1,346 | 570 |
Trade receivable | 5,722 | 0 |
Revenues- | ||
Sales to ESW and VS | 28,788 | 26,123 |
Expenses- | ||
Fees paid to Directors and Officers | 1,327 | 592 |
Paid to other related parties | 3,549 | 0 |
ES Windows LLC [Member] | ||
Current assets | ||
Due from Related Parties, Current | 11,823 | 1,761 |
Ventanas Solar S.A. [Member] | ||
Current assets | ||
Due from Related Parties, Current | 5,050 | 2,963 |
Trade receivable | 5,722 | 0 |
UT ESW [Member] | ||
Current assets | ||
Due from Related Parties, Current | $ 3,199 | $ 0 |
Related Parties (Details Textua
Related Parties (Details Textual) $ in Thousands | Dec. 31, 2013USD ($) |
A Construir [Member] | |
Related Party Transactions [Line Items] | |
Guarantor Obligations, Current Carrying Value | $ 519 |
Santa Maria Del Mar SA [Member] | |
Related Party Transactions [Line Items] | |
Guarantor Obligations, Current Carrying Value | $ 163 |
Derivative Financial Instrume66
Derivative Financial Instruments (Details Textual) $ in Thousands | Dec. 31, 2013USD ($) |
Derivative Financial Instruments [Line Items] | |
Debt Instrument, Fair Value Disclosure, Total | $ 230 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - TG And Tecnoglass USA Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Commitments and Contingencies [Line Items] | |
Insurance Settlements Receivable | $ 3,000 |
Loss Contingency, Damages Sought, Value | 6,000 |
Loss Contingency, Accrual, Current | $ 3,000 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - $ / shares | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Stockholders Equity [Line Items] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary Shares Issued | 27,214,670 | |
Ordinary Shares Outstanding | 27,214,670 | |
Earnout Shares Placed In Escrow | 3,000,000 | |
Legal Reserve Description | Colombian regulation requires that companies retain 10% of net income until it accumulates at least 50% of subscribed and paid in capital | |
Long Term Incentive Plan, Percentage Of Ordinary Shares Outstanding | 6.00% | |
Long Term Incentive Plan Terms | Awards under this plan may only be granted for ten years after December 20 th , 2013, the effective date of the plan and may only be exercised within ten years from the date of the grant, and five years in the case of an incentive share option granted to a person possessing more than 10% of the total combined voting power at the time of the grant. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due from Continental Stock and Trust | $ 15,908 | $ 0 |
Warrant Liability | 25,906 | |
Earnout share liability | 18,254 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due from Continental Stock and Trust | 15,908 | |
Warrant Liability | 0 | |
Earnout share liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due from Continental Stock and Trust | 0 | |
Warrant Liability | 0 | |
Earnout share liability | 0 | |
Foreign Currency Forward Liability | 53 | |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swap Derivative Liability | 178 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due from Continental Stock and Trust | 0 | |
Warrant Liability | 18,280 | |
Earnout share liability | $ 18,254 |
Segment and Geographic Inform70
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | $ 183,294 | $ 130,324 |
COLOMBIA | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 101,754 | 63,217 |
UNITED STATES | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 66,723 | 49,098 |
PANAMA | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 10,210 | 14,296 |
Other [Member] | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | $ 4,607 | $ 3,713 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Mar. 31, 2014USD ($)$ / sharesshares | |
Subsequent Event [Line Items] | |
Repayments of Debt | $ 7,300,000 |
Subscription Agreement With Affiliate, Number Shares Issued | shares | 95,693 |
Subscription Agreement With Affiliate, Value Of Shares Issued | $ 1,000,000 |
Subscription Agreement With Affiliate, Par Value Of Shares Issued | $ / shares | $ 10.45 |
Restatement (Details)
Restatement (Details) - Scenario, Forecast [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Change in Accounting Estimate [Line Items] | |||
Ordinary Share Price Target | $ 15 | $ 13 | $ 12 |
Minimum [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 40,000 | $ 35,000 | $ 30,000 |
Number Of Earnout Shares | 1,333,333 | 875,000 | 416,667 |
Maximum [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 45,000 | $ 40,000 | $ 36,000 |
Number Of Earnout Shares | 1,500,000 | 1,000,000 | 500,000 |
Restatement (Details 1)
Restatement (Details 1) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Change in Accounting Estimate [Line Items] | |||
Earnout share liability | $ 18,254 | ||
Total liabilities | 201,348 | $ 106,731 | |
Additional paid capital | 20,319 | 44,219 | |
Retained earnings (accumulated deficit) | 20,608 | (3,824) | |
Total shareholders' equity | 46,866 | 47,287 | $ 33,616 |
Total liabilities and shareholders' equity | 248,214 | $ 154,018 | |
Scenario, Previously Reported [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Earnout share liability | 0 | ||
Total liabilities | 183,094 | ||
Additional paid capital | 40,693 | ||
Retained earnings (accumulated deficit) | 18,488 | ||
Total shareholders' equity | 65,120 | ||
Total liabilities and shareholders' equity | 248,214 | ||
Restatement Adjustment [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Earnout share liability | 18,254 | ||
Total liabilities | 18,254 | ||
Additional paid capital | (20,374) | ||
Retained earnings (accumulated deficit) | 2,120 | ||
Total shareholders' equity | (18,254) | ||
Total liabilities and shareholders' equity | $ 0 |
Restatement (Details 2)
Restatement (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Change in Accounting Estimate [Line Items] | ||
Operating income | $ 27,270 | $ 10,979 |
Change in fair value of earnout share liability | 2,120 | |
Income before taxes | 33,128 | 9,115 |
Net income | 24,432 | 5,892 |
Total comprehensive income | $ 23,479 | $ 12,154 |
Basic income per share (in dollars per share) | $ 1.18 | $ 0.29 |
Diluted income per share (in dollars per share) | $ 1.18 | $ 0.29 |
Scenario, Previously Reported [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Operating income | $ 27,270 | |
Change in fair value of earnout share liability | 0 | |
Income before taxes | 31,008 | |
Net income | 22,312 | |
Total comprehensive income | $ 21,359 | |
Basic income per share (in dollars per share) | $ 1.08 | |
Diluted income per share (in dollars per share) | $ 1.08 | |
Restatement Adjustment [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Operating income | $ 0 | |
Change in fair value of earnout share liability | 2,120 | |
Income before taxes | 2,120 | |
Net income | 2,120 | |
Total comprehensive income | $ 2,120 | |
Basic income per share (in dollars per share) | $ (0.10) | |
Diluted income per share (in dollars per share) | $ (0.10) |
Restatement (Details Textual)
Restatement (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2013USD ($)shares | |
Change in Accounting Estimate [Line Items] | |
Error Corrections and Prior Period Adjustments, Description | The Company entered into an Agreement and Plan of Reorganization (the Merger Agreement) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013, the Company issued 3,000,000 Ordinary Shares (Earnout Shares) to be held in escrow and to be released after the closing based on the Companys achievement of specified share price targets or targets based on Tecnoglass Holdings net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (EBITDA) in the fiscal years ending December 31, 2014, 2015 or 2016. |
Restatement Adjustment [Member] | |
Change in Accounting Estimate [Line Items] | |
Increase Decrease in Income Before Tax | $ | $ 2.1 |
Merger Agreement [Member] | |
Change in Accounting Estimate [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 3,000,000 |