Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 28, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
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 | $ 53,475,319 | ||
Trading Symbol | TGLS | ||
Entity Common Stock, Shares Outstanding | 26,914,764 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash | $ 18,496 | $ 15,930 | |
Investments | 1,470 | 1,209 | |
Trade accounts receivable, net | 52,515 | 44,718 | |
Unbilled receivables on uncompleted contracts | 9,868 | 9,931 | |
Due from related parties | 28,073 | 28,564 | |
Other assets | 7,794 | 5,508 | |
Inventories | 46,011 | 28,965 | |
Prepaid expenses | 3,152 | 1,298 | |
Total current assets | 167,379 | 136,123 | [1] |
Long term assets: | |||
Property, plant and equipment, net | 135,974 | 103,980 | |
Long term receivables from related parties | 2,536 | 4,220 | |
Goodwill and Intangible assets | 3,250 | 1,474 | |
Deferred income taxes | 640 | 5 | [1] |
Other long term assets | 6,420 | 4,721 | |
Total long term assets | 148,820 | 114,400 | [1] |
Total assets | 316,199 | 250,523 | [1] |
Current liabilities | |||
Short-term debt and current portion of long-term debt | 16,921 | 54,925 | |
Note payable to shareholder | 79 | 80 | |
Trade accounts payable | 39,142 | 32,950 | |
Due to related parties | 1,283 | 1,999 | |
Taxes payable | 18,228 | 7,930 | |
Deferred income taxes | 3,384 | 3,048 | [1] |
Labor liabilities | 918 | 954 | |
Warrant liability | 31,213 | 0 | |
Earnout share liability | 13,740 | 5,075 | [2] |
Current portion of customer advances on uncompleted contracts | 11,841 | 5,782 | |
Total current liabilities | 136,749 | 112,743 | |
Warrant liability | 0 | 19,991 | |
Earnout share liability | 20,414 | 23,986 | [2] |
Customer advances on uncompleted contracts | 4,404 | 8,333 | |
Long-term debt | 121,493 | 39,273 | |
Total long term liabilities | 146,311 | 91,583 | [1],[2] |
Total liabilities | $ 283,060 | $ 204,326 | [1],[2] |
Commitments and contingencies | |||
Shareholders' equity | |||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014 | $ 0 | $ 0 | |
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively | 3 | 2 | |
Legal reserves | 1,367 | 1,367 | |
Additional paid capital | 45,584 | 26,140 | |
Retained earnings | 17,354 | 30,119 | [2] |
Accumulated other comprehensive income (loss) | (31,169) | (11,431) | |
Total shareholders’ equity | 33,139 | 46,197 | [2] |
Total liabilities and shareholders’ equity | $ 316,199 | $ 250,523 | [1],[2] |
[1] | Deferred tax assets and liabilities - The Company was presenting deferred tax assets and liabilities gross on the balance sheet as at December 31, 2014. Per ASC 740 - Income Taxes, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all current deferred tax liabilities and assets shall be offset and presented as a single amount and all noncurrent deferred tax liabilities and assets shall be offset and presented as a single amount. The deferred tax assets and liabilities have been reclassified on the consolidated balance sheet as at December 31, 2014. | ||
[2] | 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. |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Shares, Issued | 26,895,636 | 24,801,132 |
Ordinary shares, Shares, Outstanding | 26,895,636 | 24,801,132 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Operating revenue: | |||
Customers | $ 180,633 | $ 149,822 | [1] |
Related Parties | 58,200 | 47,630 | [1] |
Total Operating Revenue | 238,833 | 197,452 | |
Cost of sales | 153,252 | 131,156 | [2] |
Gross profit | 85,581 | 66,296 | |
Operating expenses: | |||
Selling | 27,579 | 22,737 | [2] |
General and administration | 18,920 | 16,327 | |
Operating expenses | 46,499 | 39,064 | |
Operating income | 39,082 | 27,232 | |
Change in fair value of warrant liability | (24,901) | (1,711) | |
Change in fair value of earnout shares liability | (10,858) | (10,807) | |
Non-operating income, net | 13,877 | 12,235 | |
Interest expense | (9,274) | (8,900) | |
Income before taxes | 7,926 | 18,049 | [3] |
Income tax provision | 20,691 | 8,538 | |
Net (loss) income | (12,765) | 9,511 | |
Comprehensive income: | |||
Net (loss) income | (12,765) | 9,511 | |
Foreign currency translation adjustments | (19,738) | (16,001) | |
Total comprehensive (loss) income | $ (32,503) | $ (6,490) | |
Basic income per share (in dollars per share) | $ (0.50) | $ 0.39 | |
Diluted income per share (in dollars per share) | $ (0.50) | $ 0.34 | |
Basic weighted average common shares outstanding (in shares) | 25,447,564 | 24,347,620 | |
Diluted weighted average common shares outstanding (in shares) | 28,949,642 | 28,237,679 | [4] |
[1] | Related party revenue In accordance with Rule 4-08 (k) of Regulation S-X related party revenue should be presented in the statements of operations and other comprehensive income. These amounts were included as part of total Operating Revenues in 2014. Related party revenue has now been separately presented in the consolidated statements of operations and comprehensive income. | ||
[2] | Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the consolidated statements of operations and comprehensive income for the year ended December 31, 2014. | ||
[3] | 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. | ||
[4] | Earnings per share For the year ended December 31, 2014, the company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA targets or market share price. This resulted in the inclusion of 500,000 additional dilutive shares included in the calculation of diluted earnings per share. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net (loss) income | $ (12,765) | $ 9,511 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Provision for bad debts | 1,286 | 20 | |
Provision for obsolete inventory | (255) | (1,036) | |
Change in fair value of investments held for trading | 10 | 168 | |
Depreciation and amortization | 11,869 | 8,542 | |
Loss on disposition of assets | 232 | 1,300 | |
Change in value of derivative liability | (69) | (25) | |
Change in fair value of earnout share liability | 10,858 | 10,807 | |
Change in fair value of warrant liability | 24,901 | 1,711 | |
Deferred income taxes | (119) | (915) | |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Trade Accounts Receivable | (22,376) | (5,002) | |
Deferred income taxes | 0 | 466 | |
Inventories | (27,820) | (10,696) | |
Prepaid expenses | (1,392) | (761) | |
Other assets | (11,644) | 1,852 | |
Trade accounts payable | 15,734 | 11,846 | |
Taxes payable | 14,006 | 4,465 | |
Labor liabilities | 221 | 530 | |
Related parties | (8,226) | (19,132) | |
Advances from customers | 6,341 | (18,461) | |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 792 | (4,810) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from sale of investments | 1,913 | 2,343 | [1] |
Proceeds from sale of property and equipment | 4,470 | 3,609 | |
Purchase of investments | (877) | (1,118) | [1] |
Acquisition of property and equipment | (14,901) | (24,848) | |
Restricted cash | 0 | 3,633 | |
CASH USED IN INVESTING ACTIVITIES | (9,395) | (16,381) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from debt | 112,805 | 87,109 | |
Proceeds from the sale of common stock | 0 | 1,000 | |
Proceeds from the exercise of warrants | 0 | 821 | |
Repayments of debt and capital leases | (102,356) | (77,924) | |
Merger proceeds held in trust | 0 | 22,519 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 10,449 | 33,525 | |
Effect of exchange rate changes on cash and cash equivalents | 720 | 730 | |
NET INCREASE IN CASH | 2,566 | 13,064 | |
CASH - Beginning of year | 15,930 | 2,866 | |
CASH - End of year | 18,496 | 15,930 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest | 6,916 | 7,451 | |
Taxes | 13,212 | 3,101 | |
NON-CASH INVESTING AND FINANCING ACTIVITES: | |||
Assets acquired under capital lease and financial obligations | 65,319 | 27,778 | |
Assets acquired with issuance of common stock | $ 0 | $ 4,000 | |
[1] | Cash flow from investing activities Cash flows from the sale and purchase of investments were being netted within cash flow from investing activites amounting to $1,518. The Company is now presenting the sales and purchases of investments on a gross basis within cash flow from investing activites. This did not result in a change in total cash flow from investing activities in 2014. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Legal Reserve [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | |
Balance at Dec. 31, 2013 | $ 46,866 | $ 1,367 | $ 2 | $ 20,319 | $ 20,608 | $ 4,570 | |
Balance (in shares) at Dec. 31, 2013 | 24,214,670 | ||||||
Issuance of common stock | 5,000 | 0 | $ 0 | 5,000 | 0 | 0 | |
Issuance of common stock (in shares) | 483,892 | ||||||
Exercise of warrants | 821 | 0 | $ 0 | 821 | 0 | 0 | |
Exercise of warrants (in shares) | 102,570 | ||||||
Foreign currency translation | (16,001) | 0 | $ 0 | 0 | (16,001) | ||
Net loss | 9,511 | 0 | 0 | 0 | 9,511 | 0 | |
Balance at Dec. 31, 2014 | 46,197 | [1] | 1,367 | $ 2 | 26,140 | 30,119 | (11,431) |
Balance (in shares) at Dec. 31, 2014 | 24,801,132 | ||||||
Issuance of common stock | 5,765 | 0 | $ 0 | 5,765 | 0 | 0 | |
Issuance of common stock (in shares) | 500,000 | ||||||
Exercise of warrants | 13,680 | 0 | $ 1 | 13,679 | 0 | 0 | |
Exercise of warrants (in shares) | 1,001,848 | ||||||
Exercise of Unit Purchase Options | 0 | 0 | $ 0 | 0 | 0 | 0 | |
Exercise of Unit Purchase Options (in shares) | 592,656 | ||||||
Foreign currency translation | (19,738) | 0 | $ 0 | 0 | 0 | (19,738) | |
Net loss | (12,765) | 0 | 0 | 0 | (12,765) | 0 | |
Balance at Dec. 31, 2015 | $ 33,139 | $ 1,367 | $ 3 | $ 45,584 | $ 17,354 | $ (31,169) | |
Balance (in shares) at Dec. 31, 2015 | 26,895,636 | ||||||
[1] | 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. |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity [Parenthetical] - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Ordinary Shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
General
General | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. General Business Description Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s 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 (“Private Placement”) 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. On December 20, 2013, Andina consummated a merger transaction (the “Merger”) with Tecno Corporation (“Tecnoglass Holding”) as ultimate parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. ES. Windows (“ES”). The surviving entity was renamed Tecnoglass Inc. The Merger transaction was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. The Company manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating façades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports about half of its production to foreign countries. TG manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. ES designs, manufactures, markets and installs architectural systems for high, medium and low rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. Basis of Presentation and Management’s Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the accompanying consolidated financial statements requires the Company to make estimates and judgements 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 and conditions |
Restatements
Restatements | 12 Months Ended |
Dec. 31, 2015 | |
Revision To Prior Year Financial Statements [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 2. Restatements Restatement This Note 2 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 2014. In addition, this Note shows the effects of the adjustment to opening retained earnings as of January 1, 2014, which adjustment reflects the impact of the restatement on periods prior to 2014. The annual impact on 2014 was a reduction in pre-tax income and net income of $10,807 million. 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 six non-cash errors: (1) in the way the Company had accounted for the fair value and classification of its “earnout shares”, (2) in the classification and presentation of deferred tax assets and liabilities, (3) in the classification of its shipping and handling costs, (4) in the presentation of related party revenue on consolidated statements of operations and comprehensive income, (5) in the classification of purchases and sales of investments in the consolidated statements of cash flows, and (6) earnings per share. A description of each of the restatement adjustments is provided below: 3,000,000 Ordinary Share EBITDA Target Number of Earnout Shares Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 ASC 815 Derivatives and hedging (d) Related party revenue In accordance with Rule 4-08 (k) of Regulation S-X related party revenue should be presented in the statements of operations and other comprehensive income. These amounts were included as part of total Operating Revenues in 2014. Related party revenue has now been separately presented in the consolidated statements of operations and comprehensive income. (e) Cash flow from investing activities Cash flows from the sale and purchase of investments were being netted within cash flow from investing activites amounting to $ 1,518 (f) Earnings per share For the year ended December 31, 2014, the company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA targets or market share price. This resulted in the inclusion of 500,000 The following analysis includes the financial statements as originally reported and as adjusted and takes into account the following adjustments: December 31, 2014 As reported Adjustment As Restated Reference ASSETS Current assets: Cash $ 15,930 - $ 15,930 Investments 1,209 - 1,209 Trade accounts receivable, net 44,955 (237) 44,718 Unbilled receivables on uncompleted contracts 9,931 - 9,931 Due from related parties 28,327 237 28,564 Other assets 5,508 - 5,508 Deferred income taxes 5,373 (5,373) 0 b Inventories 28,965 - 28,965 Prepaid expenses 1,298 - 1,298 Total current assets 141,496 (5,373) 136,123 b Long term assets: Property, plant and equipment, net 103,980 - 103,980 Long term receivables from related parties 4,220 - 4,220 Goodwill and Intangible assets 1,474 - 1,474 Deferred income taxes 0 5 5 b Other long term assets 4,721 - 4,721 Total long term assets 114,395 5 114,400 b Total assets $ 255,891 (5,368) $ 250,523 b LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities and shareholders’ equity Current liabilities Short-term debt and current portion of long-term debt $ 54,925 - $ 54,925 Note payable to shareholder 80 - 80 Trade accounts payable 33,493 (543) 32,950 Due to related parties 1,456 543 1,999 Taxes payable 7,930 - 7,930 Deferred inome taxes 8,416 (5,368) 3,048 b Labor liabilities 954 - 954 Earnout share liability - 5,075 5,075 a Current portion of customer advances on uncompleted contracts 5,782 - 5,782 Total current liabilities 113,036 (293) 112,743 - Warrant liability 19,991 - 19,991 Earnout share liability - 23,986 23,986 a Customer advances on uncompleted contracts 8,333 - 8,333 Long-term debt 39,273 - 39,273 Total long term liabilities 67,597 23,986 91,583 a, b Total liabilities $ 180,633 23,693 $ 204,326 a, b Commitments and contingencies - - Shareholders' equity Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014 $ - $ - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively 2 - 2 Legal reserves 1,367 - 1,367 Additional paid capital 46,514 (20,374) 26,140 a Retained earnings 38,806 (8,687) 30,119 a Accumulated other comprehensive income -11,431 - -11,431 Total shareholders’ equity 75,258 (29,061) 46,197 a Total liabilities and shareholders’ equity $ 255,891 (5,368) $ 250,523 a, b Years ended December 31, 2014 As reported Adjustment As Restated Reference Operating revenue: Customers $ 197,452 (47,630) 149,822 d Related Parties - 47,630 47,630 d Total Operating Revenue 197,452 - 197,452 Cost of sales 136,021 (4,865) 131,156 c Gross profit 61,431 4,865 66,296 Operating expenses: Selling 17,872 4,865 22,737 c General and administration 16,327 - 16,327 Operating expenses 34,199 4,865 39,064 Operating income 27,232 - 27,232 Change in fair value of warrant liability (1,711) - (1,711) Change in fair value of earnout shares liability - (10,807) (10,807) a Non-operating income, net 12,235 - 12,235 Interest expense (8,900) - (8,900) Income before taxes 28,856 (10,807) 18,049 a Income tax provision 8,538 - 8,538 Net (loss) income $ 20,318 (10,807) $ 9,511 Comprehensive income: Net (loss) income $ 20,318 (10,807) $ 9,511 Foreign currency translation adjustments (16,001) - (16,001) Total comprehensive (loss) income $ 4,317 (10,807) $ (6,490) Basic income per share $ 0.83 (0.44) $ 0.39 Diluted income per share $ 0.73 (0.39) $ 0.34 Basic weighted average common shares outstanding 24,347,620 - 24,347,620 Diluted weighted average common shares outstanding 27,737,679 500,000 28,237,679 f Years ended December 31, 2014 As reported Adjustment As Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income 20,318 (10,807) 9,511 Adjustments to reconcile net income to net cash provided by (used in) operating activities: - Provision for bad debts 20 - 20 Provision for obsolete inventory (1,036) - (1,036) Change in fair value of investments held for trading 168 - 168 Depreciation and amortization 8,542 - 8,542 Loss on disposition of assets 1,300 - 1,300 Change in value of derivative liability (25) - (25) Change in value of Earnout Shares liability - 10,807 10,807 a Change in fair value of warrant liability 1,711 - 1,711 Deferred income taxes (915) - (915) Changes in operating assets and liabilities, net of effects from acquisitions: Trade Accounts Receivable (5,002) - (5,002) Deferred income taxes 466 - 466 Inventories (10,696) - (10,696) Prepaid expenses (761) - (761) Other assets 1,852 - 1,852 Trade accounts payable 11,846 - 11,846 Taxes payable 4,465 - 4,465 Labor liabilities 530 - 530 Related parties (19,132) - (19,132) Advances from customers (18,461) - (18,461) CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,810) - (4,810) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 825 1,518 2,343 e Proceeds from sale of property and equipment 3,609 - 3,609 Purchase of investments 400 (1,518) (1,118) e Acquisition of property and equipment (24,848) - (24,848) Restricted cash 3,633 - 3,633 CASH USED IN INVESTING ACTIVITIES (16,381) - (16,381) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 87,109 - 87,109 Proceeds from the sale of common stock 1,000 - 1,000 Proceeds from the exercise of warrants 821 - 821 Repayments of debt and capital leases (77,924) - (77,924) Merger proceeds held in trust 22,519 - 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 33,525 - 33,525 Effect of exchange rate changes on cash and cash equivalents 730 - 730 - NET INCREASE IN CASH 13,064 - 13,064 CASH - Beginning of year 2,866 - 2,866 CASH - End of year $ 15,930 - $ 15,930 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ 7,451 - $ 7,451 Taxes $ 3,101 - $ 3,101 NON-CASH INVESTING AND FINANCING ACTIVITES: Assets acquired under capital lease and financial obligations $ 27,778 - $ 27,778 Assets acquired with issuance of common stock $ 4,000 - $ 4,000 |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of significant accounting policies These financial statements consolidate TGI, its indirect wholly-owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE, which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the analysis markets, costs and expenses, assets, liabilities, financing and cash flow indicators. As such, our subsidiaries’ assets and liabilities are translated at the exchange rate in effect at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items in our financial statements fluctuates from period to period. Also, exchange gains and losses arising from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as foreign exchange gains and losses within non-operating income, net. Cash and cash equivalents include investments with original maturities of three months or less. As of December 31, 2015, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2015 and 2014 the Company had no restricted cash. The Company’s investments are comprised of marketable securities, short term deposits and income producing real estate. Investments which are held for trading are recorded at fair value and fluctuations in value are recorded as a non-operating income or expense. In addition, we have investments in long-term marketable equity securities which are classified as available-for-sale securities and are recorded at fair value. Short- term deposits and other financial instruments with maturities greater than 90 days and shares in other companies that do not meet the requirements for equity method treatment are recorded for at cost. We also have investments in income-producing real estate. This real estate is recorded at cost and is depreciated using the straight Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. 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 written off after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and 2014, the allowance for doubtful accounts was $ 32 110 Concentration of Risks and Uncertainties 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 its cash deposits with major financial institutions in Colombia and the Cayman Islands. At times the balances held at financial institutions in Colombia may exceed the Colombia government insured limits of the Ministerio de Hacienda y Crédito Público. The Company has not experienced such losses in such accounts. As discussed above, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. Related party transactions The Company has related party transactions such as sales, purchases, leases, guarantees, and other payments. We periodically performed a related party analysis to identify transactions to disclose. Depending on the transactions, we aggregate some related party information by type. When necessary we also disclose the name of a related party, if doing so is required to understand the relationship. Inventories of raw materials, 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 (work in process) are valued using the specific identification method. Cost for finished product inventory are recorded and maintained at the lower of cost or market. Cost includes raw materials and direct and applicable indirect manufacturing overheads. Also, inventories related to contracts in progress are included within work in process and finished goods, and are stated at using the specific identification Reserves for excess or slow-moving raw materials 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, 2015 and 2014 amounted to $ 0 292 Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 The Company also records within fixed assets all the underlying assets of a capital lease. Initial recognition of these assets are done at the present value of all future lease payments. A capital lease is a lease in which the lessor transferred substantially all of the benefits and risks associated with the ownership of the property. 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 an 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. We review goodwill for impairment each year on December 31 st Intangible assets with definite lives subject to amortization are amortized on a straight-line basis. We also review these intangibles for impairment when events or significant changes in circumstance indicate that the carrying value may not be recoverable. Events or circumstances that indicate that impairment testing may be required include the loss of a significant customer, loss of key personnel or a significant adverse change in business climate or regulations. There were no events or circumstances noted and as such no impairment analysis was done for intangible assets subject to amortization. See Note 7 Goodwill and Intangible Assets for additional information. 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. Financial liabilities correspond to the financing obtained by the Company through bank credit facilities and accounts payable to suppliers and creditors. Financial liabilities are initially recognized based on their fair value, which is usually equal to the transaction value less directly attributable costs. Subsequently, such financial liabilities are carried at their amortized cost according to the effective interest rate method determined at initial recognition, and recognized in the results of the period during the time of amortization of the financial obligation. Warrant liability An aggregate 9,200,000 4,200,000 4,800,000 200,000 When the warrants are exercised for ordinary shares, the Company re-measures the fair value of the exercised warrants as of the date of exercise using available fair value methods and records the change in fair value in the consolidated statement of operations, and records the fair value of the exercised warrants as additional paid in capital in the shareholders equity section of the Company’s consolidated balance sheet. Following the SEC’s Notice of Effectiveness dated June 16, 2014 of the Company’s registration statement on Form S-1 that registered the IPO Warrants and the Working Capital Warrants, an aggregate of 2,428,494 Note 16. In accordance with ASC 815 Derivatives and hedging The Unit Purchase Options (“UPOs”) are derivative contracts in the entity’s own equity in accordance with guidance in ASC 815-40, paragraphs 15-5 through 15-8 and are not accounted for as assets or liabilities requiring fair value estimates for the derivative contract in each reporting period. The Company accounted for issued UPOs, at issuance date in March 2012, at their fair market value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 In November and December 2015, holders of UPOs exercised 803,468 592,656 We account for stock-based compensation in accordance with ASC 718, Compensation Stock Compensation 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 the Company’s consolidated statement of operations. ASC 820, Fair Value Measurements The standard describes three level of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 13 Fair value measurements. Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts, which amount to approximately 22 Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in contract performance and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined and do not have a material effect on the Company’s financial statements The Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents shipping and handling costs in selling expenses. 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 The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The Company evaluated historical information regarding claims for replacements under warranties and concluded that the costs that the Company have incurred in relation to these warranties have not been material. The Company recognizes other income and expenses from gain and losses on change in fair value of warrant liability, gains and losses from change in fair value of earnout share liability, interest expense, interest income, and foreign currency transaction gain and losses, and proceeds from sales of scrap materials and other activities not related to the Company’s operations. Non-operating income (net) on our consolidated statement of operations amounted to $ 13,877 12,235 10,059 10,790 Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2015 and 2014 amounted to approximately $ 936 420 The Company provides benefits to its employees in accordance with Colombian labor laws. Employee benefits do not give rise to any long term liability. The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. Annual tax periods prior to December 2014 are no longer subject to examination by taxing authorities in Colombia. 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. There are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company records interest and penalties, if any, as a component of income tax expense. 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. The Company presents deferred tax assets and liabilities net as either an asset or liability, depending on the net deferred tax position and separating current deferred income taxes from non-current income taxes. 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 computes basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company considered the dilutive effect of warrants, earnout shares and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 3,890,059 3,502,079 In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers Deferral of the Effective Date.” ASU 2015-14 defers the effective date of Update 2014-09 for all entities by one year. Early adoption is permitted. Below is the description of ASU 2014-09 which the Company is currently evaluating. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In September 25, 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. Early adoption is permitted . The Company early adopted ASU 2015-16 On February 25, 2016, the FASB released ASU 2016-02, “Leases ASC 842”, completing its project to overhaul lease accounting under ASC 840. The new guidance requires the recognition of most leases on its balance sheet. Also, a modified retrospective transition will be required, although there are significant elective transition reliefs available for both lessors and lessees. This standard is effective for public companies in fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of analyzing the new standard. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Financing Receivables [Text Block] | Note 4. Trade Accounts Receivable December 31, 2015 2014 Trade accounts receivable $ 52,547 $ 44,828 Less: Allowance for doubtful accounts (32) (110) $ 52,515 $ 44,718 December 31, 2015 2014 Balance at beginning of year $ 110 $ 403 Provision for bad debts 1,286 20 Deductions and write-offs (1,364) (313) Balance at end of year $ 32 $ 110 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Receivables, Other, Related Parties and Retainage [Abstract] | |
Other Current Assets [Text Block] | Note 5. Other Assets December 31, 2015 2014 Advances to Suppliers and Loans $ 835 $ 1,353 Prepaid Income Taxes 6,069 3,376 Employee Receivables 327 552 Other Creditors 563 227 $ 7,794 $ 5,508 |
Other Long Term Assets
Other Long Term Assets | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 6. Other Long Term Assets December 31, 2015 2014 Real estate Investments $ 4,944 $ - Acquired assets pending purchase price allocation - 4,134 Other Long Term Assets 1,476 587 $ 6,420 $ 4,721 Acquired assets pending purchase price allocation are assets acquired from Glasswall LLC in December of 2014. See Note 19 Business Combinations for more information. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 7. Goodwill and Intangible Assets Goodwill The only goodwill the Company has on its balance sheet is in connection with the acquisition of Glasswall LLC. As of December 31, 2014, the Company’s provisional amounts for the fair value of the assets acquired did not result in goodwill. However, after the measurement period adjustments became finalized, the Company reallocated $1,330 from Acquired assets pending purchase price allocation under Other long term assets to goodwill. The Company has only one reporting unit and as such the impairment analysis was done by comparing the Company’s market capitalization with its book value of equity. For purposes of testing goodwill for impairment as of December 31, 2015, the Company compared its market capitalization amounting to $ 366 67.7 Goodwill as of 12/31/2014 before measurement period adjustment $ - Measurement period adjustment 1,330 Goodwill as of 12/31/2014 1,330 Goodwill as of 12/31/2015 1,330 Intangible Assets, Net In connection to our acquisitions of RC Aluminum and Glasswall LLC, our intangible assets were recorded at their estimated fair value. In relation to the Glasswall LLC acquisition, we have recognized measurement period adjustments as provisional amounts became finalized during the final valuation assessment of the intangibles assets that existed as of the acquisition date. December 31, 2015 2014 Gross amount 3,455 1,944 Accumulated Amortization (1,535) (470) Intangible assets, net 1,920 1,474 The weighted average amortization period is 10 years. During the twelve months ended December 31, 2015 and December 31 2014, the amortization expense amounted to $1,063 and $470, respectively, and was included within the general and administration expenses in our consolidated statement of operations. Also, during the twelve months ended December 31, 2015 NOAs amounting to $1,500 were reclassified from other long term assets pursuant to the final purchase price allocation of the Glasswall acquisition (See note 19) upon completion of the measurement period adjustment. There were no acquisitions or impairment and these intangibles are not subject to foreign currency translation adjustments since they are recorded at the Company’s reporting currency. Year ending (in thousands) 2016 $ 496 2017 421 2018 150 2019 150 2020 150 $ 1,367 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 8. Inventories December 31, December 31, 2015 2014 Raw materials $ 36,254 $ 22,421 Work in process 3,451 2,136 Finished goods 2,875 2,158 Stores and spares 3,190 2,371 Packing material 241 171 46,011 29,257 Less: inventory allowances - (292) $ 46,011 $ 28,965 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 9. Property, Plant and Equipment Property, plant and equipment is comprised of the following: December 31, December 31, 2015 2014 Building $ 41,804 $ 36,228 Machinery and equipment 107,179 76,497 Office equipment and software 3,528 2,868 Vehicles 1,402 1,412 Furniture and fixtures 1,569 1,651 Total property, plant and equipment 155,482 118,656 Accumulated depreciation and amortization (33,018) (31,646) Net book value of property and equipment 122,464 87,010 Land 13,510 16,970 Total property, plant and equipment, net $ 135,974 $ 103,980 Depreciation expense was $ 9,906 7,531 December 31, December 31, 2015 2014 Buildings $ 3,625 $ 376 Land 8,375 18,459 Machinery and Equipment 26,384 3,689 Total assets under capital lease 38,384 22,525 Accumulated Depreciation (3,822) (2,522) Total assets under capital lease, net $ 34,562 $ 20,002 For more information on capital lease obligations see note 10 Debt December 31, 2015 2014 Property, Plant and Equipment Beginning balance $ 135,626 $ 118,299 Acquisitions 82,032 52,626 Purchase price allocation adjustment 1,170 - Disposals (2,114) (4,909) Reclassification to investment property (5,080) - Effect of Foreign currency translation (42,642) (30,390) Ending Balance $ 168,992 $ 135,626 Accumulated Depreciation Beginning Balance $ (31,646) $ (30,919) Depreciation Expense (9,906) (7,531) Disposals 19 - Reclassification to investment property 161 - Effect of Foreign Currency Translation 8,354 6,804 Ending balance $ (33,018) $ (31,646) Property, plant and Equipment, Net $ 135,974 $ 103,980 Reclassification to investment property corresponds to the reclassification to other long term assets for $ 4,944 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 10. Debt December 31, December 31, 2015 2014 Revolving lines of credit 4,640 375 Loans 107,692 78,318 Capital Lease 26,082 15,505 Total obligations under borrowing arrangements $ 138,414 $ 94,198 Less: Current portion of long-term debt and other current borrowings 16,921 54,925 Long-term debt $ 121,493 $ 39,273 At December 31, 2015, the Company owed approximately $ 138,414 six 15 2.3 17,13 Most of the company’s borrowings as of December 31, 2015 were denominated in Colombian pesos except for $ 52,964 The mortgage loan with TD Bank secured by Tecno RE in December 2014 to finance the acquisition of real property in Miami-Dade County, Florida with an outstanding balance of $ 3,733 1.0:1 The Company had $ 8,524 7,362 0 435 48,056 26,856 Net proceeds from debt were $ 10,449 9,185 112,805 87,109 102,356 77,924 On January 7, 2016, the Company entered into a $ 109.5 83.5 26.0 48.4 71 29 Year Ending December 31, 2016 $ 16,921 2017 6,876 2018 9,649 2019 14,062 2020 20,388 Thereafter 70,518 Total $ 138,414 Revolving Lines of Credit The Company has approximately $ 7,264 4,640 375 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 $ 21,161 9.2 11.4 Year Ending December 31, 2016 4,652 2017 4,005 2018 4,401 2019 4,899 2020 5,567 Thereafter 10,831 Total minimum lease payments 34,355 Amount representing interest (8,273) Net minimum lease payments $ 26,082 Differences between capital lease obligations and the value of property, plant and equipment arise from differences in the maturities of capital lease obligations and the useful lives of the underlying assets. Interest expense for the year ended December 31, 2015 and 2014 was $ 9,274 8,900 1,383 |
Note Payable to Shareholder
Note Payable to Shareholder | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | Note 11. Note Payable to Shareholder From September 5, 2013 to November 7, 2013 A. Lorne Weil loaned the Company $ 150 70 80 1 79 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 12. 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 On December 23, 2014, Colombia’s president signed into effect a tax reform bill amending the Colombian Tax Statute fixing the Income Tax Rate at 25%. An additional income tax for social equity, the CREE Tax, is based on taxable income and applies at a rate of 9 286 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % December 31, 2015 2014 Current income tax Colombia $ 20,810 $ 9,453 Deferred income Tax Colombia (119) (915) Total Provision for Income Tax $ 20,691 $ 8,538 December 31, 2015 2014 Income tax expense at statutory rates 39.0 % 34.0 % Non-deductible expenses 224.3 % 19.3 % Non-taxable income -2.2 % -6.0 % Effective tax rate 261.1 % 47.3 % The Company’s effective tax rate of 261 47.3 24,901 122.5 points in the reconciliation of the Company’s effective income tax rate to the statutory rate and non-deductible losses of $ 10,858 10,807 53.4 20.4 The Company has the following net deferred tax assets and liabilities: December 31, 2015 2014 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ 2,402 $ 1,260 Unbilled receivables on uncompleted contracts - 2,452 Depreciation 327 1,542 Financial Liabilities 0 5 Deferred profit on other assets 433 - Provision Inventory obsolescence - 114 Total deferred tax assets 3,162 $ 5,373 Less: Current portion of deferred tax assets 2,271 4,960 Long term portion of deferred tax assets 891 413 Deferred tax liabilities: Inventory - not delivered FOB $ 1,646 $ 984 Unbilled receivables uncompleted contracts 3,947 6,325 Depreciation 311 485 Financials Liabilities 2 - Provision Accounts Receivable 622 Total deferred tax liabilities $ 5,905 $ 8,416 Less: Current portion of deferred tax liability 5,654 8,008 Long term portion of deferred tax liability 251 408 Net deferred tax liability $ 2,744 $ 3,043 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 twelve months of December 31, 2015. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business and may be subject to inspection by the Colombian tax authorities for a period of up to two years until the statute of limitations period elapses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 13. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. 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. Quotes Significant Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs At December 31, 2015 (Level 1) (Level 2) (Level 3) Marketable equity securities 428 - - Earnout Shares Liability - - 34,154 Warrant Liability - - 31,213 Interest Rate Swap Derivative Liability - 42 - Quotes Significant Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs At December 31, 2014 (Level 1) (Level 2) (Level 3) Marketable equity securities 667 - - Earnout Shares Liability 29,061 Warrant Liability - - 19,991 Interest Rate Swap Derivative Liability - 134 - As of December 31, 2015, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 10 December 31 2015 2014 Fair Value 138,347 43,266 Carrying Value 121,493 39,273 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 14. Related Parties The Company’s major related party entities disclosed in this footnote are: (i) ES Windows LLC (“ESW LLC”), a Florida LLC that imports and resells the Company’s products and is owned by related party members, (ii) Ventanas Solar S.A. (“VS”), an importer and installer based in Panama and owned by related party family members, and (iii) Union Temporal ESW (“UT ESW”), a temporary contractual joint venture with Ventanar S. A. under Colombian law that is managed by related parties and that expires at the end of its applicable contract. At December 31, At December 31, 2015 2014 Assets Current Assets Due from ESW LLC $ 17,887 $ 13,814 Due from VS 6,895 7,979 Due from UT ESW - 2,001 Due from other related parties 3,291 4,770 $ 28,073 $ 28,564 Long Term Trade receivable from VS $ 2,536 $ 4,220 Investments 64 84 Liabilities Due to related parties $ (1,283) $ (1,999) December 31, December 31, 2015 2014 Revenues $ 58,200 $ 47,630 Interest Income 451 - Expenses- Fees paid to Directors and Officers 1,871 1,327 Paid to other related parties 3,036 3,549 Sales to other related parties were less than $0.1 million Due from other related parties as of December 31, 2015 includes $ 657 524 256 2,255 . Paid to other related parties during the year ended December 31, 2015 include charitable contributions to the Company’s foundation for $ 1,234 1,107 694 During 2015 and 2014, the Company and VS executed a short-term payment agreement and a three-year payment agreement that were mainly created to fund working capital to VS due the timing difference between the collections from VS’s customers. The interest rate of these payment agreements are Libor + 4.7% paid semiannually and Libor +6.5% paid monthly In December 2014, ESW LLC, a related party, guaranteed a mortgage loan for $ 3,920 Analysis of variable interest entities The Company conducted an evaluation of its involvement with all its significant related party business entities as of December 31, 2015 and 2014 in order to determine whether these entities were variable interest entities (“VIE”) requiring consolidation or disclosures in the financial statements of the Company. The Company evaluated the purpose for which these entities were created and the nature of the risks in the entities as required by the guidance under ASC 810-10-25 - Consolidation and related Subsections. From all the entities analyzed, only two entities, ESW LLC and VS, resulted in having variable interests. However, as of the date of the initial evaluation and for the year ended December 31, 2015, the Company concluded that both entities are not deemed VIEs and as such these entities should not be consolidated within the Company’s consolidated financial statements. The Company’s analysis that was performed previously for the preparation of the financial statements as of December 31, 2014 concluded that these entities were VIEs. However, further analysis of the facts and circumstances surrounding the Company’s accounting of ESW LLC and VS performed during 2015 determined that the prior analysis was in error. The Company considered a quantitative and qualitative materiality assessment of the disclosure error and concluded it was not material to the Company’s previously reported financial statements. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument, Fair Value Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 15. Derivative Financial Instruments In 2012, the Company entered into three interest rate swaps (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. Changes in the fair value of the derivatives are recorded in current earnings. The derivatives were recorded as a liability on the Company’s balance sheet at an aggregate fair value of $ 42 134 |
Warrant Liability and Earnout S
Warrant Liability and Earnout Shares Liability | 12 Months Ended |
Dec. 31, 2015 | |
Warrant Liability And Earnout Shares Liability [Abstract] | |
Warrant Liability and Earnout Shares Liability [Text Block] | Note 16. Warrant Liability and Earnout Shares Liability Warrant Liability 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, 2015 2014 Stock Price $ 13.74 $ 10.15 Dividend Yield * N/A Risk-free rate 0.65 % 0.67 % Expected Term 0.97 1.97 Expected Volatility (level 3 input) 37.69 % 33.62 % *A quarterly dividend of $ 0.125 Changes in assumptions could have significant impact on the fair valuation attributed to the Company’s warrants. When these assumptions change or become known in the future, such differences will impact the liability carrying value in the period in which they change or become known. The company performed a sensitivity analysis on the redeemable and non-redeemable warrants to assess the impact of a change in the assumptions. · The value of the redeemable warrants is sensitive to changes in the Company's common share price. An increase or decrease in the common share price of 5% would result in a increase or decrease in the value of the redeemable warrants of approximately 4.5% and 11.5% respectively. The potential increase is limited by the redemption feature. The value of the redeemable warrants is not particularly sensitive to changes in volatility (a 5% increase or decrease would result in a less than a 1% change in the value of the redeemable warrants), or the risk-free rate (a 50bps increase or decrease would result in less than a 0.25% change in value of the redeemable warrants). The value of the redeemable warrants are, in fact, almost completely insensitive to any changes in the risk-free rate or volatility. This is due to combination of the following circumstances 1) being close to their maximum value (i.e $ 13.74 14.00 · The value of the non-redeemable warrants is sensitive to changes in the Company's common share price. An increase or decrease in the common share price of 5% would result in an increase or decrease in the value of the non-redeemable warrants of approximately 11.5%, respectively. The value of the non-redeemable warrants is not particularly sensitive to changes in volatility assumption (a 5% increase or decrease would result in a less than a 1% change in the non-redeemable warrant value), or changes in the risk-free rate assumption (a 50bps increase or decrease would result in less than a 0.25% change in the non-redeemable warrant value). Balance - December 31, 2014 $ 19,991 Fair value adjustment for year ended December 31, 2015 11,222 Balance at December 31, 2015 $ 31,213 The Company’s warrants are exercisable by the warrant holder in either of two modes: (i) by making a cash payment at the exercise price and receiving ordinary shares (“cash exercise”), or (ii) by applying a formula in the warrant agreement that is based on the market price of the shares on the NASDAQ market in order to receive ordinary shares for the warrant with no cash payment (“cashless exercise”). Of 2,428,494 102,570 2,325,924 1,001,848 When the warrants are exercised for ordinary shares, the Company re-measures the fair value of the exercised warrants as of the date of exercise using quoted prices on the OTC Pink Markets and records the change in fair value in the consolidated statement of operations, and records the fair value of the exercised warrants as additional paid-in capital in the shareholders equity section of the Company’s balance sheet. In the year ended December 31, 2015, the Company recorded $ 8,591 13,679 Number of Warrants Average Value Fair Value Opening balance as of January 1, 2015 9,097,430 $ 2.19 $ 19,991 Change in fair value to the date of cashless exercise charged to income statement 2,325,924 $ 3.69 $ 8,591 Fair value of warrants exercised credited to shareholders equity 2,325,924 $ 5.88 $ (13,679) Change in fair value of unexercised warrants remaining at December 31, 2015 6,771,506 $ 2.41 $ 16,310 Closing balance as of December 31, 2015 6,771,506 $ 4.61 $ 31,213 Net gain on exercise of warrants 2,325,924 $ 2.19 $ (5,088) Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants - - $ 11,222 Earnout Shares Liability 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. December 31, 2015 2014 Stock Price $ 13.74 $ 10.15 Risk-free rate 0.41 % 0.67 % Expected Term 1 year 2 years Asset Volatility (level 3 input) 38 % 34 % Equity Volatility (level 3 input) 45 % 40 % *A quarterly dividend of $ 0.125 Balance - December 31, 2013 $ 18,254 Fair value adjustment for year ended December 31, 2014 10,807 Balance - December 31, 2014 29,061 Fair value adjustment for year ended December 31, 2015 10,858 Fair value of earnout shares issued credited to shareholders equity (5,765) Balance at December 31, 2015 $ 34,154 The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013, the Company issued 3,000,000 Ordinary Share EBITDA Target Number of Earnout Shares Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 If either the ordinary share target or the maximum EBITDA target is met in any fiscal year, Energy Holding Corp. receives 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, Energy Holding Corp. will earn the earnout shares for the previous year as if the prior year’s target had been met. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 17. Commitments and Contingencies Guarantees Guarantees on behalf of or from related parties are disclosed in Note 14 - Related Parties. Legal Matters Tecnoglass S.A. and Tecnoglass USA, Inc., a related party, were 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 denied liability and rigorously defended the claim in court. TG’s insurance carrier provided coverage to TG under a $ 3.0 1,075 60 90 Tecnoglass S.A. 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 C.I. Energia Solar S.A. filed a lawsuit against Bagatelos Arch Glass in Colombia for $ 1,560 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. |
Shareholder's Equity
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 18. Shareholder’s Equity Preferred Shares TGI is authorized to issue 1,000,000 0.0001 As of December 31, 2015, there are no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 100,000,000 0.0001 29,395,636 2,500,000 Legal Reserve Earnings per Share December 31, 2015 2014 Numerator for basic and diluted earnings per shares Net (Loss) Income (12,765) 9,511 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,447,564 24,347,620 Effect of dilutive warrants and earnout shares 3,502,078 3,890,059 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 28,949,642 28,237,679 Basic earnings per ordinary share (0.50 ) 0.39 Diluted earnings per ordinary share (0.50 ) 0.34 Calculation of earnings per share for the year ended December 31, 2015 excludes the effect of 3,502,079 Restricted Securities Energy Holding Corporation, the sole shareholder of Tecnoglass Holding whose shareholders are all of the former shareholders of Tecnoglass and ES, received 20,567,141 Pursuant to the merger agreement and plan of reorganization and on filing of financial statements for the fiscal year ended December 31, 2014, Energy Holding Corporation received an aggregate of 500,000 1,000,000 1,500,000 Ordinary EBITDA Target Number of Earnout Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/16 $ 15.00 per share $ 40,000,000 $ 45,000,000 1,333,333 1,500,000 If either the ordinary share target or the maximum EBITDA target is met in any fiscal year, Energy Holding Corp. receives 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, Energy Holding Corp. will earn the earnout shares for the previous year as if the prior year’s target had been met. Long Term Incentive Compensation Plan On December 20, 2013, our shareholders approved our 2013 Long-Term Equity Incentive Plan (“2013 Plan”). Under the 2013 Plan, 1,593,917 Registration Statements and Company Securities On February 11, 2014, the Registrant filed a registration statement on Form S-3 (Registration No. 333-193882), which was subsequently amended on Form S-1 and declared effective by the Securities and Exchange Commission on June 16, 2014 (“2014 Registration Statement”). The 2014 Registration Statement also constituted a Post-Effective Amendment No. 1 to Form S-1 to the Registrant’s Registration Statement No. 333-178061 declared effective on March 16, 2012 (“2012 Registration Statement”). The Company filed post-effective amendments to the registration statement on Form S-1 filed on Form S-3 pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended, to update the 2014 Registration Statement and 2012 Registration Statement to include the audited consolidated financial statements and the notes thereto included in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on April 15, 2015 and certain other information in such Registration Statements. The post effective amendments relate to up to 5,904,484 3,416,681 649,382 1,040,000 30,018 30,018 3,386,663 3,386,663 78,401 206,547 95,693 417,780 The Company has not receive any proceeds from the sale of the securities in the registration statement, although the Company could receive up to $ 56.0 1.0 0.8 20.7 On July 9, 2015, the Company filed an Offer to Exchange Warrants to Acquire Ordinary Shares Of Tecnoglass Inc. for Ordinary Shares of Tecnoglass Inc. . . As of the latest practicable date before these consolidated financial statements were available for publication, the SEC had not yet declared effective the Exchange Offer. Issuance of Common Stock In March 2014, the Company entered into an agreement with an affiliate of A Lorne Weil, the Company’s Non-Executive Chairman of the board, for the sale of 95,693 10.45 1.0 Following the SEC’s Notice of Effectiveness dated June .16, 2014 of the Company’s registration statement on Form S-1 that registered the IPO Warrants and Working Capital Warrants, 102,570 821 In December 2014, the Company entered into two asset purchase agreements with Glasswall LLC, a south Florida based manufacturer of impact resistant windows and door systems. Total consideration paid by the Company was $ 9,000 4,000 388,199 10.30 In April 2015, 500,000 From July 6, 2015 to December 31, 2015, 200,000 609,255 1,516,669 1,001,848 In November and December of 2015, the Company issued 592,656 803,462 Shares issued for achievement of EBITDA targets 500,000 Shares issued for warrant exercises 1,001,848 Shares issued for exercise of unit purchase options 592,656 Total ordinary shares issued 2,094,504 As of March 28 th 102,570 820,560 200,000 609,255 1,516,669 Notes 16 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 19. Business Combinations In June 2014, we acquired selected assets of RC Aluminum Industries, Inc. (“RC Aluminum”) for $ 1,900 12 1,094 850 In December 2014, we acquired assets of Glasswall, LLC, a Miami, South Florida based manufacturer of impact-resistant windows and door systems used in high-rise commercial and residential buildings. As part of the transaction, we acquired a 160,000 square foot warehouse / manufacturing / office facility in Miami for $ 5,167 4,134 Total consideration consisted 388,199 4,000 5,301 15 Preliminary Measurement Final Purchase Land 1,952 1,952 Buildings 3,215 3,215 Equipment - 1,170 1,170 Intangibles (NOAs) - 1,500 1,500 Goodwill - 1,330 1,330 Other Assets 4,134 (4,000) 134 Total 9,301 9,301 Consideration Transferred: Liabilities assumed (mortgage) 3,920 Common Stock 4,000 Cash 1,381 Total consideration transferred 9,301 The excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The only identifiable intangible asset subject to amortization was the NOAs amounting to $ 1.5 10 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 20. Segment and Geographic Information The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and windows products sold to the construction industry. In reviewing the Company’s segmentation, the Company followed guidance under ASC 280-10-50-1 which states that “an operating segment is a component of a public entity that has all of the following characteristics: (i) it engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity), (ii) its operating results are regularly reviewed by the public entity’s chief operating decision maker [CODM] to make decisions about resources to be allocated to the segment and assess its performance, and (iii) its discrete financial information is available. Based on the Company’s review discussed below, the Company believes that its identification of a single operating and reportable segment Architectural Glass and Windows - is consistent with the objectives and basic principles of Segment Reporting, which are to “help financial statement readers better understand the public entity's performance, better assess its prospects for future net cash flows and make more informed judgments about the public entity as a whole.” December 31, 2015 2014 Colombia $ 81,290 $ 80,062 United States 141,801 101,612 Panama 7,329 11,351 Other 8,413 4,427 Total Revenues $ 238,833 $ 197,452 December 31, 2015 2014 Glass and framing components $ 85,034 $ 69,122 Windows and architectural systems 153,799 128,330 Total Revenues $ 238,833 $ 197,452 Excluding related parties, only one customer accounted for more than 10% or more of our net sales, amounting to 32.0 13 |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Other Operating Income and Expense [Text Block] | Note 21. Operating Expenses December 31, 2015 2014 Personnel $ 4,906 $ 5,318 Shipping and Handling 11,202 7,994 Sales commissions 4,073 2,652 Allowance for doubtful accounts and write-off’s 1,286 20 Services 1,735 970 Packaging 1,092 929 Other Selling Expenses 3,285 4,854 Total Selling Expense $ 27,579 $ 22,737 General and administrative expenses for the years ended December 31, 2015 and 2014 were comprised of the following: December 31, 2015 2014 Personnel $ 4,359 $ 4,454 Professional Fees 3,645 3,070 Taxes 1,530 582 Services 2,462 2,315 Depreciation and Amortization 2,303 1,315 Other expenses 4,621 4,591 Total General and administrative expenses $ 18,920 $ 16,327 |
Non-Operating Income, net
Non-Operating Income, net | 12 Months Ended |
Dec. 31, 2015 | |
Nonoperating Income (Expense) [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | Note 22. Non-Operating Income, net Non-operating income (net) on our consolidated statement of operations amounted to $ 13,877 12,235 10,059 10,790 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On January 6, 2016, the Company’s shares commenced trading on the Bolsa de Valores de Colombia (“BVC”), the principal stock exchange of Colombia, under the symbol TGLSC, The listing of the Company’s shares on the BVC is secondary to the primary listing on the NASDAQ Market. No new shares were issued in connection with the admission to trading on the BVC. On January 7, 2016, the Company entered into a $ 109.5 83.5 26.0 51.6 71 29 Borrowings under the facility will bear interest at a weighted average interest rate of 7% for the first year, and thereafter at a rate of LIBOR plus 5.25% and DTF (Colombian index) plus 5.00% for the respective USD and COP denominated tranches. On March 11, 2016, the Company filed a second amendment to its Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) in connection with a proposed exchange of its warrants for its ordinary shares. Under the original terms of the warrant exchange offer, each of Company’s warrant holders had the opportunity to receive one ordinary share of the Company in exchange for every 2.3 of the Company’s outstanding warrants tendered by the holder and exchanged pursuant to the offer. The amended filing changed the exchange ratio f rom 2.3 2.5 During March, 2016, the Company entered into a credit facility, denominated in Colombian Pesos, for an equivalent amount of US$ 25 6 . |
Summary of significant accoun31
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation These financial statements consolidate TGI, its indirect wholly-owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE, which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the analysis markets, costs and expenses, assets, liabilities, financing and cash flow indicators. As such, our subsidiaries’ assets and liabilities are translated at the exchange rate in effect at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items in our financial statements fluctuates from period to period. Also, exchange gains and losses arising from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as foreign exchange gains and losses within non-operating income, net. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include investments with original maturities of three months or less. As of December 31, 2015, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2015 and 2014 the Company had no restricted cash. |
Investment, Policy [Policy Text Block] | Investments The Company’s investments are comprised of marketable securities, short term deposits and income producing real estate. Investments which are held for trading are recorded at fair value and fluctuations in value are recorded as a non-operating income or expense. In addition, we have investments in long-term marketable equity securities which are classified as available-for-sale securities and are recorded at fair value. Short- term deposits and other financial instruments with maturities greater than 90 days and shares in other companies that do not meet the requirements for equity method treatment are recorded for at cost. We also have investments in income-producing real estate. This real estate is recorded at cost and is depreciated using the straight |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Trade Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. 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 written off after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and 2014, the allowance for doubtful accounts was $ 32 110 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Risks and Uncertainties 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 its cash deposits with major financial institutions in Colombia and the Cayman Islands. At times the balances held at financial institutions in Colombia may exceed the Colombia government insured limits of the Ministerio de Hacienda y Crédito Público. The Company has not experienced such losses in such accounts. As discussed above, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. |
Related party transactions [Policy Text Block] | Related party transactions The Company has related party transactions such as sales, purchases, leases, guarantees, and other payments. We periodically performed a related party analysis to identify transactions to disclose. Depending on the transactions, we aggregate some related party information by type. When necessary we also disclose the name of a related party, if doing so is required to understand the relationship. |
Inventory, Policy [Policy Text Block] | Inventories Inventories of raw materials, 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 (work in process) are valued using the specific identification method. Cost for finished product inventory are recorded and maintained at the lower of cost or market. Cost includes raw materials and direct and applicable indirect manufacturing overheads. Also, inventories related to contracts in progress are included within work in process and finished goods, and are stated at using the specific identification Reserves for excess or slow-moving raw materials 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, 2015 and 2014 amounted to $ 0 292 |
Property, Plant and Equipment, Policy [Policy Text Block] | Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 The Company also records within fixed assets all the underlying assets of a capital lease. Initial recognition of these assets are done at the present value of all future lease payments. A capital lease is a lease in which the lessor transferred substantially all of the benefits and risks associated with the ownership of the property. |
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 an 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. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill We review goodwill for impairment each year on December 31 st |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets with definite lives subject to amortization are amortized on a straight-line basis. We also review these intangibles for impairment when events or significant changes in circumstance indicate that the carrying value may not be recoverable. Events or circumstances that indicate that impairment testing may be required include the loss of a significant customer, loss of key personnel or a significant adverse change in business climate or regulations. There were no events or circumstances noted and as such no impairment analysis was done for intangible assets subject to amortization. See Note 7 Goodwill and Intangible Assets for additional information. |
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. |
Financial Liabilities [Policy Text Block] | Financial Liabilities Financial liabilities correspond to the financing obtained by the Company through bank credit facilities and accounts payable to suppliers and creditors. Financial liabilities are initially recognized based on their fair value, which is usually equal to the transaction value less directly attributable costs. Subsequently, such financial liabilities are carried at their amortized cost according to the effective interest rate method determined at initial recognition, and recognized in the results of the period during the time of amortization of the financial obligation. |
Fair Value Warrant Liability [Policy Text Block] | Warrant liability An aggregate 9,200,000 4,200,000 4,800,000 200,000 When the warrants are exercised for ordinary shares, the Company re-measures the fair value of the exercised warrants as of the date of exercise using available fair value methods and records the change in fair value in the consolidated statement of operations, and records the fair value of the exercised warrants as additional paid in capital in the shareholders equity section of the Company’s consolidated balance sheet. Following the SEC’s Notice of Effectiveness dated June 16, 2014 of the Company’s registration statement on Form S-1 that registered the IPO Warrants and the Working Capital Warrants, an aggregate of 2,428,494 Note 16. |
Earnout shares liability [Policy Text Block] | Earnout shares liability In accordance with ASC 815 Derivatives and hedging |
Unit Purchase Options [Policy Text Block] | Unit Purchase Options The Unit Purchase Options (“UPOs”) are derivative contracts in the entity’s own equity in accordance with guidance in ASC 815-40, paragraphs 15-5 through 15-8 and are not accounted for as assets or liabilities requiring fair value estimates for the derivative contract in each reporting period. The Company accounted for issued UPOs, at issuance date in March 2012, at their fair market value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 In November and December 2015, holders of UPOs exercised 803,468 592,656 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation Stock Compensation |
Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges [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 the Company’s consolidated statement of operations. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments ASC 820, Fair Value Measurements The standard describes three level of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 13 Fair value measurements. |
Revenue Recognition, Policy [Policy Text Block] | Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts, which amount to approximately 22 Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in contract performance and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined and do not have a material effect on the Company’s financial statements |
Shipping and Handling Cost, Policy [Policy Text Block] | The Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents shipping and handling costs in selling expenses. |
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 |
Extended Product Warranty, Policy [Policy Text Block] | The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The Company evaluated historical information regarding claims for replacements under warranties and concluded that the costs that the Company have incurred in relation to these warranties have not been material. |
Comprehensive Income, Policy [Policy Text Block] | Other Income (expenses) The Company recognizes other income and expenses from gain and losses on change in fair value of warrant liability, gains and losses from change in fair value of earnout share liability, interest expense, interest income, and foreign currency transaction gain and losses, and proceeds from sales of scrap materials and other activities not related to the Company’s operations. Non-operating income (net) on our consolidated statement of operations amounted to $ 13,877 12,235 10,059 10,790 |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2015 and 2014 amounted to approximately $ 936 420 |
Future Policy Benefits Liability, Policy [Policy Text Block] | Employee Benefits The Company provides benefits to its employees in accordance with Colombian labor laws. Employee benefits do not give rise to any long term liability. |
Income Tax, Policy [Policy Text Block] | The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. Annual tax periods prior to December 2014 are no longer subject to examination by taxing authorities in Colombia. 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. There are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company records interest and penalties, if any, as a component of income tax expense. 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. The Company presents deferred tax assets and liabilities net as either an asset or liability, depending on the net deferred tax position and separating current deferred income taxes from non-current income taxes. 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. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share The Company computes basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company considered the dilutive effect of warrants, earnout shares and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 3,890,059 3,502,079 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers Deferral of the Effective Date.” ASU 2015-14 defers the effective date of Update 2014-09 for all entities by one year. Early adoption is permitted. Below is the description of ASU 2014-09 which the Company is currently evaluating. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In September 25, 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. Early adoption is permitted . The Company early adopted ASU 2015-16 On February 25, 2016, the FASB released ASU 2016-02, “Leases ASC 842”, completing its project to overhaul lease accounting under ASC 840. The new guidance requires the recognition of most leases on its balance sheet. Also, a modified retrospective transition will be required, although there are significant elective transition reliefs available for both lessors and lessees. This standard is effective for public companies in fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of analyzing the new standard. |
Restatements (Tables)
Restatements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Revision To Prior Year Financial Statements [Abstract] | |
Schedule For The Targets And Number Of Earnout Shares Issuable [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 Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 |
Schedule Of Error Corrections And Prior Period Adjustments In Condensed Consolidated Balance sheet [Table Text Block] | Consolidated Balance Sheets December 31, 2014 As reported Adjustment As Restated Reference ASSETS Current assets: Cash $ 15,930 - $ 15,930 Investments 1,209 - 1,209 Trade accounts receivable, net 44,955 (237) 44,718 Unbilled receivables on uncompleted contracts 9,931 - 9,931 Due from related parties 28,327 237 28,564 Other assets 5,508 - 5,508 Deferred income taxes 5,373 (5,373) 0 b Inventories 28,965 - 28,965 Prepaid expenses 1,298 - 1,298 Total current assets 141,496 (5,373) 136,123 b Long term assets: Property, plant and equipment, net 103,980 - 103,980 Long term receivables from related parties 4,220 - 4,220 Goodwill and Intangible assets 1,474 - 1,474 Deferred income taxes 0 5 5 b Other long term assets 4,721 - 4,721 Total long term assets 114,395 5 114,400 b Total assets $ 255,891 (5,368) $ 250,523 b LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities and shareholders’ equity Current liabilities Short-term debt and current portion of long-term debt $ 54,925 - $ 54,925 Note payable to shareholder 80 - 80 Trade accounts payable 33,493 (543) 32,950 Due to related parties 1,456 543 1,999 Taxes payable 7,930 - 7,930 Deferred inome taxes 8,416 (5,368) 3,048 b Labor liabilities 954 - 954 Earnout share liability - 5,075 5,075 a Current portion of customer advances on uncompleted contracts 5,782 - 5,782 Total current liabilities 113,036 (293) 112,743 - Warrant liability 19,991 - 19,991 Earnout share liability - 23,986 23,986 a Customer advances on uncompleted contracts 8,333 - 8,333 Long-term debt 39,273 - 39,273 Total long term liabilities 67,597 23,986 91,583 a, b Total liabilities $ 180,633 23,693 $ 204,326 a, b Commitments and contingencies - - Shareholders' equity Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014 $ - $ - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively 2 - 2 Legal reserves 1,367 - 1,367 Additional paid capital 46,514 (20,374) 26,140 a Retained earnings 38,806 (8,687) 30,119 a Accumulated other comprehensive income -11,431 - -11,431 Total shareholders’ equity 75,258 (29,061) 46,197 a Total liabilities and shareholders’ equity $ 255,891 (5,368) $ 250,523 a, b |
Schedule Of Error Corrections And Prior Period Adjustments In Consolidated Statement Of Operations [Table Text Block] | Years ended December 31, 2014 As reported Adjustment As Restated Reference Operating revenue: Customers $ 197,452 (47,630) 149,822 d Related Parties - 47,630 47,630 d Total Operating Revenue 197,452 - 197,452 Cost of sales 136,021 (4,865) 131,156 c Gross profit 61,431 4,865 66,296 Operating expenses: Selling 17,872 4,865 22,737 c General and administration 16,327 - 16,327 Operating expenses 34,199 4,865 39,064 Operating income 27,232 - 27,232 Change in fair value of warrant liability (1,711) - (1,711) Change in fair value of earnout shares liability - (10,807) (10,807) a Non-operating income, net 12,235 - 12,235 Interest expense (8,900) - (8,900) Income before taxes 28,856 (10,807) 18,049 a Income tax provision 8,538 - 8,538 Net (loss) income $ 20,318 (10,807) $ 9,511 Comprehensive income: Net (loss) income $ 20,318 (10,807) $ 9,511 Foreign currency translation adjustments (16,001) - (16,001) Total comprehensive (loss) income $ 4,317 (10,807) $ (6,490) Basic income per share $ 0.83 (0.44) $ 0.39 Diluted income per share $ 0.73 (0.39) $ 0.34 Basic weighted average common shares outstanding 24,347,620 - 24,347,620 Diluted weighted average common shares outstanding 27,737,679 500,000 28,237,679 f |
Schedule Of Error Corrections And Prior Period Adjustments In Consolidated Statement Of Cash Flows [Table Text Block] | Consolidated Statement of Cash Flows Years ended December 31, 2014 As reported Adjustment As Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income 20,318 (10,807) 9,511 Adjustments to reconcile net income to net cash provided by (used in) operating activities: - Provision for bad debts 20 - 20 Provision for obsolete inventory (1,036) - (1,036) Change in fair value of investments held for trading 168 - 168 Depreciation and amortization 8,542 - 8,542 Loss on disposition of assets 1,300 - 1,300 Change in value of derivative liability (25) - (25) Change in value of Earnout Shares liability - 10,807 10,807 a Change in fair value of warrant liability 1,711 - 1,711 Deferred income taxes (915) - (915) Changes in operating assets and liabilities, net of effects from acquisitions: Trade Accounts Receivable (5,002) - (5,002) Deferred income taxes 466 - 466 Inventories (10,696) - (10,696) Prepaid expenses (761) - (761) Other assets 1,852 - 1,852 Trade accounts payable 11,846 - 11,846 Taxes payable 4,465 - 4,465 Labor liabilities 530 - 530 Related parties (19,132) - (19,132) Advances from customers (18,461) - (18,461) CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,810) - (4,810) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 825 1,518 2,343 e Proceeds from sale of property and equipment 3,609 - 3,609 Purchase of investments 400 (1,518) (1,118) e Acquisition of property and equipment (24,848) - (24,848) Restricted cash 3,633 - 3,633 CASH USED IN INVESTING ACTIVITIES (16,381) - (16,381) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 87,109 - 87,109 Proceeds from the sale of common stock 1,000 - 1,000 Proceeds from the exercise of warrants 821 - 821 Repayments of debt and capital leases (77,924) - (77,924) Merger proceeds held in trust 22,519 - 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 33,525 - 33,525 Effect of exchange rate changes on cash and cash equivalents 730 - 730 - NET INCREASE IN CASH 13,064 - 13,064 CASH - Beginning of year 2,866 - 2,866 CASH - End of year $ 15,930 - $ 15,930 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ 7,451 - $ 7,451 Taxes $ 3,101 - $ 3,101 NON-CASH INVESTING AND FINANCING ACTIVITES: Assets acquired under capital lease and financial obligations $ 27,778 - $ 27,778 Assets acquired with issuance of common stock $ 4,000 - $ 4,000 |
Summary of significant accoun33
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Property, Plant And Equipment Estimated Useful Lives [Table Text Block] | Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Trade accounts receivable consists of the following: December 31, 2015 2014 Trade accounts receivable $ 52,547 $ 44,828 Less: Allowance for doubtful accounts (32) (110) $ 52,515 $ 44,718 |
Schedule of Changes In Allowance For Doubtful Accounts Receivable [Table Text Block] | December 31, 2015 2014 Balance at beginning of year $ 110 $ 403 Provision for bad debts 1,286 20 Deductions and write-offs (1,364) (313) Balance at end of year $ 32 $ 110 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables, Other, Related Parties and Retainage [Abstract] | |
Schedule of Other Assets [Table Text Block] | December 31, 2015 2014 Advances to Suppliers and Loans $ 835 $ 1,353 Prepaid Income Taxes 6,069 3,376 Employee Receivables 327 552 Other Creditors 563 227 $ 7,794 $ 5,508 |
Other Long Term Assets (Tables)
Other Long Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent [Table Text Block] | December 31, 2015 2014 Real estate Investments $ 4,944 $ - Acquired assets pending purchase price allocation - 4,134 Other Long Term Assets 1,476 587 $ 6,420 $ 4,721 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | During 2015 there was no impairments, foreign currency exchange movements, or acquisitions and as such the goodwill balance did not change after the measurement period adjustment related to December 31, 2014. Goodwill as of 12/31/2014 before measurement period adjustment $ - Measurement period adjustment 1,330 Goodwill as of 12/31/2014 1,330 Goodwill as of 12/31/2015 1,330 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2015 2014 Gross amount 3,455 1,944 Accumulated Amortization (1,535) (470) Intangible assets, net 1,920 1,474 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending (in thousands) 2016 $ 496 2017 421 2018 150 2019 150 2020 150 $ 1,367 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are comprised of the following December 31, December 31, 2015 2014 Raw materials $ 36,254 $ 22,421 Work in process 3,451 2,136 Finished goods 2,875 2,158 Stores and spares 3,190 2,371 Packing material 241 171 46,011 29,257 Less: inventory allowances - (292) $ 46,011 $ 28,965 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment is comprised of the following: December 31, December 31, 2015 2014 Building $ 41,804 $ 36,228 Machinery and equipment 107,179 76,497 Office equipment and software 3,528 2,868 Vehicles 1,402 1,412 Furniture and fixtures 1,569 1,651 Total property, plant and equipment 155,482 118,656 Accumulated depreciation and amortization (33,018) (31,646) Net book value of property and equipment 122,464 87,010 Land 13,510 16,970 Total property, plant and equipment, net $ 135,974 $ 103,980 |
Schedule of Capital Leased Assets [Table Text Block] | December 31, December 31, 2015 2014 Buildings $ 3,625 $ 376 Land 8,375 18,459 Machinery and Equipment 26,384 3,689 Total assets under capital lease 38,384 22,525 Accumulated Depreciation (3,822) (2,522) Total assets under capital lease, net $ 34,562 $ 20,002 |
Schedule Of Roll Forward Of Property Plant And Equipment [Table Text Block] | The roll forward of Property, plant and equipment for the years ended December 31, 2015 and 2014 was as follows: December 31, 2015 2014 Property, Plant and Equipment Beginning balance $ 135,626 $ 118,299 Acquisitions 82,032 52,626 Purchase price allocation adjustment 1,170 - Disposals (2,114) (4,909) Reclassification to investment property (5,080) - Effect of Foreign currency translation (42,642) (30,390) Ending Balance $ 168,992 $ 135,626 Accumulated Depreciation Beginning Balance $ (31,646) $ (30,919) Depreciation Expense (9,906) (7,531) Disposals 19 - Reclassification to investment property 161 - Effect of Foreign Currency Translation 8,354 6,804 Ending balance $ (33,018) $ (31,646) Property, plant and Equipment, Net $ 135,974 $ 103,980 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | The Company’s debt is comprised of the following: December 31, December 31, 2015 2014 Revolving lines of credit 4,640 375 Loans 107,692 78,318 Capital Lease 26,082 15,505 Total obligations under borrowing arrangements $ 138,414 $ 94,198 Less: Current portion of long-term debt and other current borrowings 16,921 54,925 Long-term debt $ 121,493 $ 39,273 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long term debt and other current borrowings are as follows as of December 31, 2015: Year Ending December 31, 2016 $ 16,921 2017 6,876 2018 9,649 2019 14,062 2020 20,388 Thereafter 70,518 Total $ 138,414 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum lease payments under all capital leases at December 31, 2015 are as follows: Year Ending December 31, 2016 4,652 2017 4,005 2018 4,401 2019 4,899 2020 5,567 Thereafter 10,831 Total minimum lease payments 34,355 Amount representing interest (8,273) Net minimum lease payments $ 26,082 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Rates [Table Text Block] | The following table summarizes income tax rates under the tax reform law. 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2015 2014 Current income tax Colombia $ 20,810 $ 9,453 Deferred income Tax Colombia (119) (915) Total Provision for Income Tax $ 20,691 $ 8,538 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2015 2014 Income tax expense at statutory rates 39.0 % 34.0 % Non-deductible expenses 224.3 % 19.3 % Non-taxable income -2.2 % -6.0 % Effective tax rate 261.1 % 47.3 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company has the following net deferred tax assets and liabilities: December 31, 2015 2014 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ 2,402 $ 1,260 Unbilled receivables on uncompleted contracts - 2,452 Depreciation 327 1,542 Financial Liabilities 0 5 Deferred profit on other assets 433 - Provision Inventory obsolescence - 114 Total deferred tax assets 3,162 $ 5,373 Less: Current portion of deferred tax assets 2,271 4,960 Long term portion of deferred tax assets 891 413 Deferred tax liabilities: Inventory - not delivered FOB $ 1,646 $ 984 Unbilled receivables uncompleted contracts 3,947 6,325 Depreciation 311 485 Financials Liabilities 2 - Provision Accounts Receivable 622 Total deferred tax liabilities $ 5,905 $ 8,416 Less: Current portion of deferred tax liability 5,654 8,008 Long term portion of deferred tax liability 251 408 Net deferred tax liability $ 2,744 $ 3,043 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial Quotes Significant Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs At December 31, 2015 (Level 1) (Level 2) (Level 3) Marketable equity securities 428 - - Earnout Shares Liability - - 34,154 Warrant Liability - - 31,213 Interest Rate Swap Derivative Liability - 42 - Quotes Significant Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs At December 31, 2014 (Level 1) (Level 2) (Level 3) Marketable equity securities 667 - - Earnout Shares Liability 29,061 Warrant Liability - - 19,991 Interest Rate Swap Derivative Liability - 134 - |
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Table Text Block] | December 31 2015 2014 Fair Value 138,347 43,266 Carrying Value 121,493 39,273 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: At December 31, At December 31, 2015 2014 Assets Current Assets Due from ESW LLC $ 17,887 $ 13,814 Due from VS 6,895 7,979 Due from UT ESW - 2,001 Due from other related parties 3,291 4,770 $ 28,073 $ 28,564 Long Term Trade receivable from VS $ 2,536 $ 4,220 Investments 64 84 Liabilities Due to related parties $ (1,283) $ (1,999) December 31, December 31, 2015 2014 Revenues $ 58,200 $ 47,630 Interest Income 451 - Expenses- Fees paid to Directors and Officers 1,871 1,327 Paid to other related parties 3,036 3,549 |
Warrant Liability and Earnout44
Warrant Liability and Earnout Shares Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrant Liability And Earnout Shares Liability [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The inputs to the model were as follows: December 31, 2015 2014 Stock Price $ 13.74 $ 10.15 Dividend Yield * N/A Risk-free rate 0.65 % 0.67 % Expected Term 0.97 1.97 Expected Volatility (level 3 input) 37.69 % 33.62 % *A quarterly dividend of $ 0.125 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Balance - December 31, 2014 $ 19,991 Fair value adjustment for year ended December 31, 2015 11,222 Balance at December 31, 2015 $ 31,213 |
Derivative Instruments, Gain (Loss) [Table Text Block] | Number of Warrants Average Value Fair Value Opening balance as of January 1, 2015 9,097,430 $ 2.19 $ 19,991 Change in fair value to the date of cashless exercise charged to income statement 2,325,924 $ 3.69 $ 8,591 Fair value of warrants exercised credited to shareholders equity 2,325,924 $ 5.88 $ (13,679) Change in fair value of unexercised warrants remaining at December 31, 2015 6,771,506 $ 2.41 $ 16,310 Closing balance as of December 31, 2015 6,771,506 $ 4.61 $ 31,213 Net gain on exercise of warrants 2,325,924 $ 2.19 $ (5,088) Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants - - $ 11,222 |
Schedule of Share-based Payment Award, Warrants And Earnout Shares Liability, Valuation Assumptions [Table Text Block] | Our model utilized management’s forecasted net sales and was performed in a risk-neutral environment. The inputs to the model were as follows: December 31, 2015 2014 Stock Price $ 13.74 $ 10.15 Risk-free rate 0.41 % 0.67 % Expected Term 1 year 2 years Asset Volatility (level 3 input) 38 % 34 % Equity Volatility (level 3 input) 45 % 40 % *A quarterly dividend of $ 0.125 |
Schedule For Reconciliation Of Balances Of Earnout Shares 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 31, 2013 $ 18,254 Fair value adjustment for year ended December 31, 2014 10,807 Balance - December 31, 2014 29,061 Fair value adjustment for year ended December 31, 2015 10,858 Fair value of earnout shares issued credited to shareholders equity (5,765) Balance at December 31, 2015 $ 34,154 |
Schedule For The Targets And Number Of Earnout Shares Issuable [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 Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | December 31, 2015 2014 Numerator for basic and diluted earnings per shares Net (Loss) Income (12,765) 9,511 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,447,564 24,347,620 Effect of dilutive warrants and earnout shares 3,502,078 3,890,059 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 28,949,642 28,237,679 Basic earnings per ordinary share (0.50 ) 0.39 Diluted earnings per ordinary share (0.50 ) 0.34 |
Schedule Of Earnout Shares Issuable To Shareholders [Table Text Block] | Ordinary EBITDA Target Number of Earnout Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/16 $ 15.00 per share $ 40,000,000 $ 45,000,000 1,333,333 1,500,000 |
Summary of Stock Issuances [Table Text Block] | The issuances of stock in 2015 are summarized as follows: Shares issued for achievement of EBITDA targets 500,000 Shares issued for warrant exercises 1,001,848 Shares issued for exercise of unit purchase options 592,656 Total ordinary shares issued 2,094,504 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule Of Recognized Identified Assets Acquired And Payment Methods Of Consideration Transferred [Table Text Block] | Preliminary Measurement Final Purchase Land 1,952 1,952 Buildings 3,215 3,215 Equipment - 1,170 1,170 Intangibles (NOAs) - 1,500 1,500 Goodwill - 1,330 1,330 Other Assets 4,134 (4,000) 134 Total 9,301 9,301 Consideration Transferred: Liabilities assumed (mortgage) 3,920 Common Stock 4,000 Cash 1,381 Total consideration transferred 9,301 |
Segment and Geographic Inform47
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables present geographical information about external customers and revenues from external customer by product groups. December 31, 2015 2014 Colombia $ 81,290 $ 80,062 United States 141,801 101,612 Panama 7,329 11,351 Other 8,413 4,427 Total Revenues $ 238,833 $ 197,452 December 31, 2015 2014 Glass and framing components $ 85,034 $ 69,122 Windows and architectural systems 153,799 128,330 Total Revenues $ 238,833 $ 197,452 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component [Table Text Block] | December 31, 2015 2014 Personnel $ 4,906 $ 5,318 Shipping and Handling 11,202 7,994 Sales commissions 4,073 2,652 Allowance for doubtful accounts and write-off’s 1,286 20 Services 1,735 970 Packaging 1,092 929 Other Selling Expenses 3,285 4,854 Total Selling Expense $ 27,579 $ 22,737 General and administrative expenses for the years ended December 31, 2015 and 2014 were comprised of the following: December 31, 2015 2014 Personnel $ 4,359 $ 4,454 Professional Fees 3,645 3,070 Taxes 1,530 582 Services 2,462 2,315 Depreciation and Amortization 2,303 1,315 Other expenses 4,621 4,591 Total General and administrative expenses $ 18,920 $ 16,327 |
General (Details Textual)
General (Details Textual) $ in Thousands | 1 Months Ended |
Mar. 22, 2012USD ($) | |
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 |
Restatements (Details)
Restatements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Ordinary Share Price Target | $ 13 | $ 12 | |
Scenario, Forecast [Member] | |||
Ordinary Share Price Target | $ 15 | ||
Minimum [Member] | |||
EBITDA Target | $ 35,000 | $ 30,000 | |
Number of Earnout Shares | 875,000 | 416,667 | |
Minimum [Member] | Scenario, Forecast [Member] | |||
EBITDA Target | $ 40,000 | ||
Number of Earnout Shares | 1,333,333 | ||
Maximum [Member] | |||
EBITDA Target | $ 40,000 | $ 36,000 | |
Number of Earnout Shares | 1,000,000 | 500,000 | |
Maximum [Member] | Scenario, Forecast [Member] | |||
EBITDA Target | $ 45,000 | ||
Number of Earnout Shares | 1,500,000 |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Current assets: | |||||
Cash | $ 18,496 | $ 15,930 | $ 2,866 | ||
Investments | 1,470 | 1,209 | |||
Trade accounts receivable, net | 52,515 | 44,718 | |||
Unbilled receivables on uncompleted contracts | 9,868 | 9,931 | |||
Due from related parties | 28,073 | 28,564 | |||
Other assets | 7,794 | 5,508 | |||
Deferred income taxes | [1] | 0 | |||
Inventories | 46,011 | 28,965 | |||
Prepaid expenses | 3,152 | 1,298 | |||
Total current assets | 167,379 | 136,123 | [1] | ||
Long term assets: | |||||
Property, plant and equipment, net | 135,974 | 103,980 | |||
Long term receivables from related parties | 2,536 | 4,220 | |||
Goodwill and Intangible assets | 3,250 | 1,474 | |||
Deferred income taxes | 640 | 5 | [1] | ||
Other long term assets | 6,420 | 4,721 | |||
Total long term assets | 148,820 | 114,400 | [1] | ||
Total assets | 316,199 | 250,523 | [1] | ||
Current liabilities | |||||
Short-term debt and current portion of long-term debt | 16,921 | 54,925 | |||
Note payable to shareholder | 79 | 80 | |||
Trade accounts payable | 39,142 | 32,950 | |||
Due to related parties | 1,283 | 1,999 | |||
Taxes payable | 18,228 | 7,930 | |||
Deferred inome taxes | 3,384 | 3,048 | [1] | ||
Labor liabilities | 918 | 954 | |||
Earnout share liability | 13,740 | 5,075 | [2] | ||
Current portion of customer advances on uncompleted contracts | 11,841 | 5,782 | |||
Total current liabilities | 136,749 | 112,743 | |||
Warrant liability | 0 | 19,991 | |||
Earnout share liability | 20,414 | 23,986 | [2] | 18,254 | |
Customer advances on uncompleted contracts | 4,404 | 8,333 | |||
Long-term debt | 121,493 | 39,273 | |||
Total long term liabilities | 146,311 | 91,583 | [1],[2] | ||
Total liabilities | $ 283,060 | $ 204,326 | [1],[2] | ||
Commitments and contingencies | |||||
Shareholders' equity | |||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014 | $ 0 | $ 0 | |||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively | 3 | 2 | |||
Legal reserves | 1,367 | 1,367 | |||
Additional paid capital | 45,584 | 26,140 | |||
Retained earnings | 17,354 | 30,119 | [2] | ||
Accumulated other comprehensive income | (31,169) | (11,431) | |||
Total shareholders’ equity | 33,139 | 46,197 | [2] | 46,866 | |
Total liabilities and shareholders’ equity | $ 316,199 | 250,523 | [1],[2] | ||
Scenario, Previously Reported [Member] | |||||
Current assets: | |||||
Cash | 15,930 | $ 2,866 | |||
Investments | 1,209 | ||||
Trade accounts receivable, net | 44,955 | ||||
Unbilled receivables on uncompleted contracts | 9,931 | ||||
Due from related parties | 28,327 | ||||
Other assets | 5,508 | ||||
Deferred income taxes | [1] | 5,373 | |||
Inventories | 28,965 | ||||
Prepaid expenses | 1,298 | ||||
Total current assets | [1] | 141,496 | |||
Long term assets: | |||||
Property, plant and equipment, net | 103,980 | ||||
Long term receivables from related parties | 4,220 | ||||
Goodwill and Intangible assets | 1,474 | ||||
Deferred income taxes | [1] | 0 | |||
Other long term assets | 4,721 | ||||
Total long term assets | [1] | 114,395 | |||
Total assets | [1] | 255,891 | |||
Current liabilities | |||||
Short-term debt and current portion of long-term debt | 54,925 | ||||
Note payable to shareholder | 80 | ||||
Trade accounts payable | 33,493 | ||||
Due to related parties | 1,456 | ||||
Taxes payable | 7,930 | ||||
Deferred inome taxes | [1] | 8,416 | |||
Labor liabilities | 954 | ||||
Earnout share liability | [2] | 0 | |||
Current portion of customer advances on uncompleted contracts | 5,782 | ||||
Total current liabilities | 113,036 | ||||
Warrant liability | 19,991 | ||||
Earnout share liability | [2] | 0 | |||
Customer advances on uncompleted contracts | 8,333 | ||||
Long-term debt | 39,273 | ||||
Total long term liabilities | [1],[2] | 67,597 | |||
Total liabilities | [1],[2] | 180,633 | |||
Commitments and contingencies | 0 | ||||
Shareholders' equity | |||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014 | 0 | ||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively | 2 | ||||
Legal reserves | 1,367 | ||||
Additional paid capital | 46,514 | ||||
Retained earnings | [2] | 38,806 | |||
Accumulated other comprehensive income | (11,431) | ||||
Total shareholders’ equity | [2] | 75,258 | |||
Total liabilities and shareholders’ equity | [1],[2] | 255,891 | |||
Restatement Adjustment [Member] | |||||
Current assets: | |||||
Cash | 0 | ||||
Investments | 0 | ||||
Trade accounts receivable, net | (237) | ||||
Unbilled receivables on uncompleted contracts | 0 | ||||
Due from related parties | 237 | ||||
Other assets | 0 | ||||
Deferred income taxes | [1] | (5,373) | |||
Inventories | 0 | ||||
Prepaid expenses | 0 | ||||
Total current assets | [1] | (5,373) | |||
Long term assets: | |||||
Property, plant and equipment, net | 0 | ||||
Long term receivables from related parties | 0 | ||||
Goodwill and Intangible assets | 0 | ||||
Deferred income taxes | [1] | 5 | |||
Other long term assets | 0 | ||||
Total long term assets | [1] | 5 | |||
Total assets | [1] | (5,368) | |||
Current liabilities | |||||
Short-term debt and current portion of long-term debt | 0 | ||||
Note payable to shareholder | 0 | ||||
Trade accounts payable | (543) | ||||
Due to related parties | 543 | ||||
Taxes payable | 0 | ||||
Deferred inome taxes | [1] | (5,368) | |||
Labor liabilities | 0 | ||||
Earnout share liability | [2] | 5,075 | |||
Current portion of customer advances on uncompleted contracts | 0 | ||||
Total current liabilities | (293) | ||||
Warrant liability | 0 | ||||
Earnout share liability | [2] | 23,986 | |||
Customer advances on uncompleted contracts | 0 | ||||
Long-term debt | 0 | ||||
Total long term liabilities | [1],[2] | 23,986 | |||
Total liabilities | [1],[2] | 23,693 | |||
Shareholders' equity | |||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,895,636 and 24,801,132 shares issued and outstanding at December 31, 2015 and 2014, respectively | 0 | ||||
Legal reserves | 0 | ||||
Additional paid capital | (20,374) | ||||
Retained earnings | [2] | (8,687) | |||
Accumulated other comprehensive income | 0 | ||||
Total shareholders’ equity | [2] | (29,061) | |||
Total liabilities and shareholders’ equity | [1],[2] | $ (5,368) | |||
[1] | Deferred tax assets and liabilities - The Company was presenting deferred tax assets and liabilities gross on the balance sheet as at December 31, 2014. Per ASC 740 - Income Taxes, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all current deferred tax liabilities and assets shall be offset and presented as a single amount and all noncurrent deferred tax liabilities and assets shall be offset and presented as a single amount. The deferred tax assets and liabilities have been reclassified on the consolidated balance sheet as at December 31, 2014. | ||||
[2] | 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. |
Restatements (Details 2)
Restatements (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Operating revenue: | ||||
Customers | $ 180,633 | $ 149,822 | [1] | |
Related Parties | 58,200 | 47,630 | [1] | |
Total Operating Revenue | 238,833 | 197,452 | ||
Cost of sales | 153,252 | 131,156 | [2] | |
Gross profit | 85,581 | 66,296 | ||
Operating expenses: | ||||
Selling | 27,579 | 22,737 | [2] | |
General and administration | 18,920 | 16,327 | ||
Operating expenses | 46,499 | 39,064 | ||
Operating income | 39,082 | 27,232 | ||
Change in fair value of warrant liability | (24,901) | (1,711) | ||
Change in fair value of earnout shares liability | 10,858 | (10,807) | [3] | |
Non-operating income, net | 13,877 | 12,235 | ||
Interest expense | (9,274) | (8,900) | ||
Income before taxes | 7,926 | 18,049 | [3] | |
Income tax provision | 20,691 | 8,538 | ||
Net (loss) income | (12,765) | 9,511 | ||
Comprehensive income: | ||||
Net (loss) income | (12,765) | 9,511 | ||
Foreign currency translation adjustments | (19,738) | (16,001) | ||
Total comprehensive (loss) income | $ (32,503) | $ (6,490) | ||
Basic income per share (in dollars per share) | $ (0.50) | $ 0.39 | ||
Diluted income per share (in dollars per share) | $ (0.50) | $ 0.34 | ||
Basic weighted average common shares outstanding (in shares) | 25,447,564 | 24,347,620 | ||
Diluted weighted average common shares outstanding (in shares) | 28,949,642 | 28,237,679 | [4] | |
Scenario, Previously Reported [Member] | ||||
Operating revenue: | ||||
Customers | [1] | $ 197,452 | ||
Related Parties | [1] | 0 | ||
Total Operating Revenue | 197,452 | |||
Cost of sales | [2] | 136,021 | ||
Gross profit | 61,431 | |||
Operating expenses: | ||||
Selling | [2] | 17,872 | ||
General and administration | 16,327 | |||
Operating expenses | 34,199 | |||
Operating income | 27,232 | |||
Change in fair value of warrant liability | (1,711) | |||
Change in fair value of earnout shares liability | [3] | 0 | ||
Non-operating income, net | 12,235 | |||
Interest expense | (8,900) | |||
Income before taxes | [3] | 28,856 | ||
Income tax provision | 8,538 | |||
Net (loss) income | 20,318 | |||
Comprehensive income: | ||||
Net (loss) income | 20,318 | |||
Foreign currency translation adjustments | (16,001) | |||
Total comprehensive (loss) income | $ 4,317 | |||
Basic income per share (in dollars per share) | $ 0.83 | |||
Diluted income per share (in dollars per share) | $ 0.73 | |||
Basic weighted average common shares outstanding (in shares) | 24,347,620 | |||
Diluted weighted average common shares outstanding (in shares) | [4] | 27,737,679 | ||
Restatement Adjustment [Member] | ||||
Operating revenue: | ||||
Customers | [1] | $ (47,630) | ||
Related Parties | [1] | 47,630 | ||
Total Operating Revenue | 0 | |||
Cost of sales | [2] | (4,865) | ||
Gross profit | 4,865 | |||
Operating expenses: | ||||
Selling | [2] | 4,865 | ||
General and administration | 0 | |||
Operating expenses | 4,865 | |||
Operating income | 0 | |||
Change in fair value of warrant liability | 0 | |||
Change in fair value of earnout shares liability | [3] | (10,807) | ||
Non-operating income, net | 0 | |||
Interest expense | 0 | |||
Income before taxes | [3] | (10,807) | ||
Income tax provision | 0 | |||
Net (loss) income | (10,807) | |||
Comprehensive income: | ||||
Net (loss) income | (10,807) | |||
Foreign currency translation adjustments | 0 | |||
Total comprehensive (loss) income | $ (10,807) | |||
Basic income per share (in dollars per share) | $ (0.44) | |||
Diluted income per share (in dollars per share) | $ (0.39) | |||
Basic weighted average common shares outstanding (in shares) | 0 | |||
Diluted weighted average common shares outstanding (in shares) | [4] | 500,000 | ||
[1] | Related party revenue In accordance with Rule 4-08 (k) of Regulation S-X related party revenue should be presented in the statements of operations and other comprehensive income. These amounts were included as part of total Operating Revenues in 2014. Related party revenue has now been separately presented in the consolidated statements of operations and comprehensive income. | |||
[2] | Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the consolidated statements of operations and comprehensive income for the year ended December 31, 2014. | |||
[3] | 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. | |||
[4] | Earnings per share For the year ended December 31, 2014, the company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA targets or market share price. This resulted in the inclusion of 500,000 additional dilutive shares included in the calculation of diluted earnings per share. |
Restatements (Details 3)
Restatements (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (loss) income | $ (12,765) | $ 9,511 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Provision for bad debts | 1,286 | 20 | ||
Provision for obsolete inventory | (255) | (1,036) | ||
Change in fair value of investments held for trading | 10 | 168 | ||
Depreciation and amortization | 11,869 | 8,542 | ||
Loss on disposition of assets | 232 | 1,300 | ||
Change in value of derivative liability | (69) | (25) | ||
Change in value of Earnout Shares liability | 10,858 | (10,807) | [1] | |
Change in fair value of warrant liability | 24,901 | 1,711 | ||
Deferred income taxes | (119) | (915) | ||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Trade Accounts Receivable | (22,376) | (5,002) | ||
Deferred income taxes | 0 | 466 | ||
Inventories | (27,820) | (10,696) | ||
Prepaid expenses | (1,392) | (761) | ||
Other assets | (11,644) | 1,852 | ||
Trade accounts payable | 15,734 | 11,846 | ||
Taxes payable | 14,006 | 4,465 | ||
Labor liabilities | 221 | 530 | ||
Related parties | (8,226) | (19,132) | ||
Advances from customers | 6,341 | (18,461) | ||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 792 | (4,810) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sale of investments | 1,913 | 2,343 | [2] | |
Proceeds from sale of property and equipment | 4,470 | 3,609 | ||
Purchase of investments | (877) | (1,118) | [2] | |
Acquisition of property and equipment | (14,901) | (24,848) | ||
Restricted cash | 0 | 3,633 | ||
CASH USED IN INVESTING ACTIVITIES | (9,395) | (16,381) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from debt | 112,805 | 87,109 | ||
Proceeds from the sale of common stock | 0 | 1,000 | ||
Proceeds from the exercise of warrants | 0 | 821 | ||
Repayments of debt and capital leases | (102,356) | (77,924) | ||
Merger proceeds held in trust | 0 | 22,519 | ||
CASH PROVIDED BY FINANCING ACTIVITIES | 10,449 | 33,525 | ||
Effect of exchange rate changes on cash and cash equivalents | 720 | 730 | ||
NET INCREASE IN CASH | 2,566 | 13,064 | ||
CASH - Beginning of year | 15,930 | 2,866 | ||
CASH - End of year | 18,496 | 15,930 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest | 6,916 | 7,451 | ||
Taxes | 13,212 | 3,101 | ||
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||
Assets acquired under capital lease and financial obligations | 65,319 | 27,778 | ||
Assets acquired with issuance of common stock | 0 | 4,000 | ||
Scenario, Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (loss) income | 20,318 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Provision for bad debts | 20 | |||
Provision for obsolete inventory | (1,036) | |||
Change in fair value of investments held for trading | 168 | |||
Depreciation and amortization | 8,542 | |||
Loss on disposition of assets | 1,300 | |||
Change in value of derivative liability | (25) | |||
Change in value of Earnout Shares liability | [1] | 0 | ||
Change in fair value of warrant liability | 1,711 | |||
Deferred income taxes | (915) | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Trade Accounts Receivable | (5,002) | |||
Deferred income taxes | 466 | |||
Inventories | (10,696) | |||
Prepaid expenses | (761) | |||
Other assets | 1,852 | |||
Trade accounts payable | 11,846 | |||
Taxes payable | 4,465 | |||
Labor liabilities | 530 | |||
Related parties | (19,132) | |||
Advances from customers | (18,461) | |||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (4,810) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sale of investments | [2] | 825 | ||
Proceeds from sale of property and equipment | 3,609 | |||
Purchase of investments | [2] | 400 | ||
Acquisition of property and equipment | (24,848) | |||
Restricted cash | 3,633 | |||
CASH USED IN INVESTING ACTIVITIES | (16,381) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from debt | 87,109 | |||
Proceeds from the sale of common stock | 1,000 | |||
Proceeds from the exercise of warrants | 821 | |||
Repayments of debt and capital leases | (77,924) | |||
Merger proceeds held in trust | 22,519 | |||
CASH PROVIDED BY FINANCING ACTIVITIES | 33,525 | |||
Effect of exchange rate changes on cash and cash equivalents | 730 | |||
NET INCREASE IN CASH | 13,064 | |||
CASH - Beginning of year | 15,930 | 2,866 | ||
CASH - End of year | 15,930 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest | 7,451 | |||
Taxes | 3,101 | |||
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||
Assets acquired under capital lease and financial obligations | 27,778 | |||
Assets acquired with issuance of common stock | 4,000 | |||
Scenario, Adjustment [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (loss) income | (10,807) | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Provision for bad debts | 0 | |||
Provision for obsolete inventory | 0 | |||
Change in fair value of investments held for trading | 0 | |||
Depreciation and amortization | 0 | |||
Loss on disposition of assets | 0 | |||
Change in value of derivative liability | 0 | |||
Change in value of Earnout Shares liability | [1] | 10,807 | ||
Change in fair value of warrant liability | 0 | |||
Deferred income taxes | 0 | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Trade Accounts Receivable | 0 | |||
Deferred income taxes | 0 | |||
Inventories | 0 | |||
Prepaid expenses | 0 | |||
Other assets | 0 | |||
Trade accounts payable | 0 | |||
Taxes payable | 0 | |||
Labor liabilities | 0 | |||
Related parties | 0 | |||
Advances from customers | 0 | |||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 0 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from sale of investments | [2] | 1,518 | ||
Proceeds from sale of property and equipment | 0 | |||
Purchase of investments | [2] | (1,518) | ||
Acquisition of property and equipment | 0 | |||
Restricted cash | 0 | |||
CASH USED IN INVESTING ACTIVITIES | 0 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from debt | 0 | |||
Proceeds from the sale of common stock | 0 | |||
Proceeds from the exercise of warrants | 0 | |||
Repayments of debt and capital leases | 0 | |||
Merger proceeds held in trust | 0 | |||
CASH PROVIDED BY FINANCING ACTIVITIES | 0 | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||
NET INCREASE IN CASH | 0 | |||
CASH - Beginning of year | $ 0 | 0 | ||
CASH - End of year | 0 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest | 0 | |||
Taxes | 0 | |||
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||
Assets acquired under capital lease and financial obligations | 0 | |||
Assets acquired with issuance of common stock | $ 0 | |||
[1] | 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. | |||
[2] | Cash flow from investing activities Cash flows from the sale and purchase of investments were being netted within cash flow from investing activites amounting to $1,518. The Company is now presenting the sales and purchases of investments on a gross basis within cash flow from investing activites. This did not result in a change in total cash flow from investing activities in 2014. |
Restatements (Details Textual)
Restatements (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 20, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | $ 7,926,000 | $ 18,049,000 | [1] | ||
Net Income (Loss) Attributable to Parent, Total | (12,765,000) | 9,511,000 | |||
Stock Issued During Period, Shares, Acquisitions | 3,000,000 | ||||
Proceeds from Sale of Short-term Investments | $ 1,913,000 | $ 2,343,000 | [2] | ||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Shares, Issued | 26,895,636 | 24,801,132 | |||
Common Stock, Shares, Outstanding | 26,895,636 | 24,801,132 | |||
Restatement Adjustment [Member] | |||||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | [1] | $ (10,807,000) | |||
Net Income (Loss) Attributable to Parent, Total | (10,807,000) | ||||
Proceeds from Sale of Short-term Investments | 1,518,000 | ||||
Dilutive Securities, Effect on Basic Earnings Per Share, Total | $ 500,000 | ||||
[1] | 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. | ||||
[2] | Cash flow from investing activities Cash flows from the sale and purchase of investments were being netted within cash flow from investing activites amounting to $1,518. The Company is now presenting the sales and purchases of investments on a gross basis within cash flow from investing activites. This did not result in a change in total cash flow from investing activities in 2014. |
Summary of significant accoun55
Summary of significant accounting policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of significant accoun56
Summary of significant accounting policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | |||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | ||||
Inventory Valuation Reserves | $ 0 | $ 0 | $ 292 | ||
Allowance for Doubtful Accounts Receivable, Current | $ 32 | $ 32 | 110 | $ 403 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,428,494 | ||||
Value Added Tax, Percentage | 16.00% | ||||
Sales Tax, Percentage | 0.70% | ||||
Advertising Expense | $ 936 | 420 | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 10,059 | $ 10,790 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,502,079 | 3,890,059 | |||
Other Nonoperating Income (Expense), Total | $ 13,877 | $ 12,235 | |||
Number of Underlying Warrants and Options Exercised | 803,468 | ||||
Stock Issued During Period, Value, New Issues | $ 5,765 | $ 5,000 | |||
Shares issued during period, Options and Underlying Warrants Exercised | 592,656 | 592,656 | |||
Percentage Of Revenues | 22.00% | ||||
Unit Purchase Option [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 500,100 | ||||
IPO [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Warrant Issued | 4,200,000 | ||||
Private Placement Warrant [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Contingent Effect Of Unit Purchase Options To Purchase Units | 9,200,000 | ||||
Insider Warrants [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Warrant Issued | 4,800,000 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade accounts receivable | $ 52,547 | $ 44,828 | |
Less: Allowance for doubtful accounts | (32) | (110) | $ (403) |
Accounts Receivable, Net, Current | $ 52,515 | $ 44,718 |
Trade Accounts Receivable (De58
Trade Accounts Receivable (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at beginning of year | $ 110 | $ 403 |
Provision for bad debts | 1,286 | 20 |
Deductions and write-offs | (1,364) | (313) |
Balance at end of year | $ 32 | $ 110 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Receivables and Note Receivable [Line Items] | ||
Advances to Suppliers and Loans | $ 835 | $ 1,353 |
Prepaid Income Taxes | 6,069 | 3,376 |
Employee Receivables | 327 | 552 |
Other Creditors | 563 | 227 |
Other Receivables, Net, Current, Total | $ 7,794 | $ 5,508 |
Other Long Term Assets (Details
Other Long Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Real estate Investments | $ 4,944 | $ 0 |
Acquired assets pending purchase price allocation | 0 | 4,134 |
Other Long Term Assets | 1,476 | 587 |
Other Assets, Noncurrent, Total | $ 6,420 | $ 4,721 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill as of 12/31/2014 before measurement period adjustment | $ 0 | |
Measurement period adjustment | 1,330 | |
Goodwill | $ 1,330 | $ 1,330 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | $ 3,455 | $ 1,944 |
Accumulated Amortization | (1,535) | (470) |
Intangible assets, net | $ 3,250 | $ 1,474 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets (Details 2) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets, Future Amortization Expense [Line Items] | |
2,016 | $ 496 |
2,017 | 421 |
2,018 | 150 |
2,019 | 150 |
2,020 | 150 |
Intangible assets, net | $ 1,367 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 1,330 | $ 1,330 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 1,500 | |
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Glasswall Llc [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Market Capitalization Amount | $ 366,000 | |
Book Value of Equity | 67,700 | |
Goodwill | 1,330 | |
General and Administrative Expense [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 1,063 | $ 470 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 36,254 | $ 22,421 |
Work in process | 3,451 | 2,136 |
Finished goods | 2,875 | 2,158 |
Stores and spares | 3,190 | 2,371 |
Packing material | 241 | 171 |
Total Inventories | 46,011 | 29,257 |
Less: inventory allowances | 0 | (292) |
Total inventories, net | $ 46,011 | $ 28,965 |
Property, Plant and Equipment66
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 155,482 | $ 118,656 | $ 118,299 |
Accumulated depreciation and amortization | (33,018) | (31,646) | $ (30,919) |
Net book value of property and equipment | 122,464 | 87,010 | |
Land | 13,510 | 16,970 | |
Total property, plant and equipment, net | 135,974 | 103,980 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 41,804 | 36,228 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 107,179 | 76,497 | |
Office equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 3,528 | 2,868 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 1,402 | 1,412 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 1,569 | $ 1,651 |
Property, Plant and Equipment67
Property, Plant and Equipment (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $ 38,384 | $ 22,525 |
Accumulated Depreciation | (3,822) | (2,522) |
Total assets under capital lease, net | 34,562 | 20,002 |
Building [Member] | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | 3,625 | 376 |
Land [Member] | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | 8,375 | 18,459 |
Machinery and Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $ 26,384 | $ 3,689 |
Property, Plant and Equipment68
Property, Plant and Equipment (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment | ||
Beginning balance | $ 118,656 | $ 118,299 |
Acquisitions | 82,032 | 52,626 |
Purchase price allocation adjustment | 1,170 | 0 |
Disposals | (2,114) | (4,909) |
Reclassification to investment property | (5,080) | 0 |
Effect of Foreign currency translation | (42,642) | (30,390) |
Ending Balance | 155,482 | 118,656 |
Accumulated Depreciation | ||
Beginning Balance | (31,646) | (30,919) |
Depreciation Expense | (9,906) | (7,531) |
Disposals | 19 | 0 |
Reclassification to investment property | 161 | 0 |
Effect of Foreign Currency Translation | 8,354 | 6,804 |
Ending balance | (33,018) | (31,646) |
Property, plant and Equipment, Net | $ 135,974 | $ 103,980 |
Property, Plant and Equipment69
Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Total | $ 9,906 | $ 7,531 |
Glasswall [Member] | Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | $ 4,944 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long Term Debt [Line Items] | ||
Revolving lines of credit | $ 4,640 | $ 375 |
Loans | 107,692 | 78,318 |
Capital Lease | 26,082 | 15,505 |
Total obligations under borrowing arrangements | 138,414 | 94,198 |
Less: Current portion of long-term debt and other current borrowings | 16,921 | 54,925 |
Long-term debt | $ 121,493 | $ 39,273 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 16,921 |
2,017 | 6,876 |
2,018 | 9,649 |
2,019 | 14,062 |
2,020 | 20,388 |
Thereafter | 70,518 |
Total | $ 138,414 |
Debt (Details 2)
Debt (Details 2) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 4,652 |
2,017 | 4,005 |
2,018 | 4,401 |
2,019 | 4,899 |
2,020 | 5,567 |
Thereafter | 10,831 |
Total minimum lease payments | 34,355 |
Amount representing interest | (8,273) |
Net minimum lease payments | $ 26,082 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Thousands | Jan. 07, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Long Term Debt [Line Items] | |||
Borrowings under Guaranteed Investment Agreements | $ 138,414 | ||
Long-term Line of Credit | 4,640 | $ 375 | |
Interest Expense, Debt | 9,274 | 8,900 | |
Capital Leases, Future Minimum Payments Due | 34,355 | ||
Proceeds from Debt, Net of Issuance Costs | 10,449 | 9,185 | |
Proceeds from Issuance of Debt | 112,805 | 87,109 | |
Repayments of Debt | 102,356 | $ 77,924 | |
Debt Instrument, Covenant Description | 1.0:1 | ||
Interest Costs Capitalized | 1,383 | ||
Long-term Debt, Total | 138,414 | $ 94,198 | |
Secured Long-term Debt, Noncurrent | 3,733 | ||
Subsequent Event [Member] | |||
Long Term Debt [Line Items] | |||
Line of Credit Facility, Interest Rate Description | Borrowings under the facility will bear interest at a weighted average interest rate of 7% for the first year, and thereafter at a rate of LIBOR plus 5.25% and DTF (Colombian index) plus 5.00% for the respective USD and COP denominated tranches. | ||
Proceeds from Secured Lines of Credit | $ 109,500 | ||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 83,500 | ||
Line of Credit Facility, Capacity Available for Trade Purchases | 26,000 | ||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 48,400 | ||
Subsequent Event [Member] | Tranche One [Member] | |||
Long Term Debt [Line Items] | |||
Line Of Credit Currency Translation Percentage | 71.00% | ||
Subsequent Event [Member] | Tranche Two [Member] | |||
Long Term Debt [Line Items] | |||
Line Of Credit Currency Translation Percentage | 29.00% | ||
Capital Lease Obligations [Member] | |||
Long Term Debt [Line Items] | |||
Capital Leases, Future Minimum Payments Due | 21,161 | ||
Denominated Borrowings [Member] | |||
Long Term Debt [Line Items] | |||
Long-term Debt, Total | 52,964 | ||
Other Long Term Assets [Member] | |||
Long Term Debt [Line Items] | |||
Debt Instrument, Collateral Amount | 0 | 435 | |
Property, Plant and Equipment [Member] | |||
Long Term Debt [Line Items] | |||
Debt Instrument, Collateral Amount | 8,524 | 7,362 | |
Revolving Credit Facility One [Member] | |||
Long Term Debt [Line Items] | |||
Long-term Line of Credit | $ 48,056 | 26,856 | |
Revolving Lines Of Credit [Member] | |||
Long Term Debt [Line Items] | |||
Line of Credit Facility, Interest Rate Description | The floating interest rates on the revolving notes are between DTF+4% and DTF+6%. DTF is the primary measure of interest rates in Colombia. | ||
Long-term Line of Credit | $ 4,640 | $ 375 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,264 | ||
Maximum [Member] | |||
Long Term Debt [Line Items] | |||
Debt Instrument, Term | 15 years | ||
Debt Instrument, Interest Rate, Effective Percentage | 1713.00% | ||
Capital Leases Obligation Discount Rate | 11.40% | ||
Minimum [Member] | |||
Long Term Debt [Line Items] | |||
Debt Instrument, Term | 0 years | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.30% | ||
Capital Leases Obligation Discount Rate | 9.20% |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 07, 2013 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | ||||
Notes Payable | $ 107,692 | $ 78,318 | ||
A. Lorne Weil [Member] | ||||
Note Payable to Shareholder and Advance from Shareholders [Line Items] | ||||
Notes Payable | $ 150 | |||
Loans Unpaid Amount | $ 80 | $ 80 | ||
Loans Paid Amount | 1 | $ 70 | ||
Notes Payable, Noncurrent, Total | $ 79 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent | 261.10% | 47.30% |
Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2015 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 39.00% | |
Tax Year 2015 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2015 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2015 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 5.00% | |
Tax Year 2016 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | |
Tax Year 2016 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2016 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2016 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 6.00% | |
Tax Year 2017 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 42.00% | |
Tax Year 2017 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2017 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2017 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 8.00% | |
Tax Year 2018 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 43.00% | |
Tax Year 2018 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2018 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2018 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2019 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 34.00% | |
Tax Year 2019 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2019 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2019 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax | ||
Colombia | $ 20,810 | $ 9,453 |
Deferred income Tax | ||
Colombia | (119) | (915) |
Total Provision for Income Tax | $ 20,691 | $ 8,538 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||
Income tax expense at statutory rates | 39.00% | 34.00% |
Non-deductible expenses | 224.30% | 19.30% |
Non-taxable income | (2.20%) | (6.00%) |
Effective tax rate | 261.10% | 47.30% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets: | |||
Accounts Receivable Clients - not delivered FOB | $ 2,402 | $ 1,260 | |
-Unbilled receivables on uncompleted contracts | 0 | 2,452 | |
Depreciation | 327 | 1,542 | |
Financial Liabilities | 0 | 5 | |
Deferred profit on other assets | 433 | 0 | |
Provision Inventory obsolescence | 0 | 114 | |
Total deferred tax assets | 3,162 | 5,373 | |
Less: Current portion of deferred tax assets | 2,271 | 4,960 | |
Long term portion of deferred tax assets | 640 | 5 | [1] |
Deferred tax liabilities: | |||
Inventory - not delivered FOB | 1,646 | 984 | |
Unbilled receivables uncompleted contracts | 3,947 | 6,325 | |
Depreciation | 311 | 485 | |
Financials Liabilities | 2 | 0 | |
Provision Accounts Receivable | 622 | ||
Total deferred tax liabilities | 5,905 | 8,416 | |
Less: Current portion of deferred tax liability | 3,384 | 3,048 | [1] |
Long term portion of deferred tax liability | 251 | 408 | |
Net deferred tax liability | $ 2,744 | $ 3,043 | |
[1] | Deferred tax assets and liabilities - The Company was presenting deferred tax assets and liabilities gross on the balance sheet as at December 31, 2014. Per ASC 740 - Income Taxes, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all current deferred tax liabilities and assets shall be offset and presented as a single amount and all noncurrent deferred tax liabilities and assets shall be offset and presented as a single amount. The deferred tax assets and liabilities have been reclassified on the consolidated balance sheet as at December 31, 2014. |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||
Base Percentage Used To Calculate Minimum Taxable Income | 3.00% | |
Effective Income Tax Rate Reconciliation, Percent, Total | 261.10% | 47.30% |
Non Deductible Income Loss, Fair Value Adjustment Warrant Liability | $ 24,901 | |
Income Tax Examination, Increase (Decrease) in Liability from Prior Year | $ 286 | |
Effective Income Tax Rate Reconciliation Nondeductible Expense Change Fair Value Of Warrant Liability | 122.50% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | 224.30% | 19.30% |
Earnout Liability [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount, Total | $ 10,858 | $ 10,807 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | 53.40% | 20.40% |
CREE Tax [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 9.00% | |
Income Tax [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Earnout Shares Liability | $ 20,414 | $ 23,986 | [1] | $ 18,254 |
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Marketable equity securities | 428 | 667 | ||
Earnout Shares Liability | 0 | 0 | ||
Warrant Liability | 0 | 0 | ||
Interest Rate Swap Derivative Liability | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Marketable equity securities | 0 | 0 | ||
Earnout Shares Liability | 0 | 0 | ||
Warrant Liability | 0 | 0 | ||
Interest Rate Swap Derivative Liability | 42 | 134 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Marketable equity securities | 0 | 0 | ||
Earnout Shares Liability | 34,154 | 29,061 | ||
Warrant Liability | 31,213 | 19,991 | ||
Interest Rate Swap Derivative Liability | $ 0 | $ 0 | ||
[1] | 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. |
Fair Value Measurements (Deta81
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Line Items] | ||
Carrying Value | $ 138,414 | $ 94,198 |
Fair Value, Inputs, Level 2 [Member] | ||
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Line Items] | ||
Fair Value | 138,347 | 43,266 |
Carrying Value | $ 121,493 | $ 39,273 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Current Assets | |||
Due from Related Parties, Current | $ 28,073 | $ 28,564 | |
Long Term Trade receivable from VS | 2,536 | 4,220 | |
Investments | 64 | 84 | |
Liabilities | |||
Due to related parties | (1,283) | (1,999) | |
Revenues | |||
Revenues | 58,200 | 47,630 | [1] |
Interest Income | 451 | 0 | |
Expenses- | |||
Fees paid to Directors and Officers | 1,871 | 1,327 | |
Paid to other related parties | 3,036 | 3,549 | |
ES Windows LLC [Member] | |||
Current Assets | |||
Due From Related Parties | 17,887 | 13,814 | |
Ventanas Solar S.A. [Member] | |||
Current Assets | |||
Due From Related Parties | 6,895 | 7,979 | |
Union Temporal ESW [Member] | |||
Current Assets | |||
Due From Related Parties | 0 | 2,001 | |
Related Parties,Other [Member] | |||
Current Assets | |||
Due from other related parties | 3,291 | 4,770 | |
Liabilities | |||
Due to related parties | $ (1,283) | $ (1,999) | |
[1] | Related party revenue In accordance with Rule 4-08 (k) of Regulation S-X related party revenue should be presented in the statements of operations and other comprehensive income. These amounts were included as part of total Operating Revenues in 2014. Related party revenue has now been separately presented in the consolidated statements of operations and comprehensive income. |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Line Items] | ||
Related Party Transaction, Description of Transaction | less than $0.1 million | less than $0.1 million |
Notes Receivable, Related Parties | $ 256 | $ 2,255 |
Sales Commissions [Member] | ||
Related Party Transactions [Line Items] | ||
Payments to Fund Long-term Loans to Related Parties | 1,107 | |
Other Services [Member] | ||
Related Party Transactions [Line Items] | ||
Payments to Fund Long-term Loans to Related Parties | 694 | |
Daesmo [Member] | ||
Related Party Transactions [Line Items] | ||
Due from Other Related Parties | 657 | |
Consorcio Ventanar ESW - Boca Grande [Member] | ||
Related Party Transactions [Line Items] | ||
Due from Other Related Parties | $ 524 | |
Ventanas Solar [Member] | ||
Related Party Transactions [Line Items] | ||
Debt Instrument, Description of Variable Rate Basis | Libor + 4.7% paid semiannually and Libor +6.5% paid monthly | |
Company Foundation [Member] | ||
Related Party Transactions [Line Items] | ||
Payments to Fund Long-term Loans to Related Parties | $ 1,234 | |
ESW LLC [Member] | ||
Related Party Transactions [Line Items] | ||
Income Tax Reconciliation Nondeductible Income Loss | $ 3,920 |
Derivative Financial Instrume84
Derivative Financial Instruments (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 42 | $ 134 |
Warrant Liability and Earnout85
Warrant Liability and Earnout Shares Liability (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Stock Price | $ 13.74 | $ 10.15 | |
Dividend Yield | [1] | ||
Risk-free rate | 0.65% | 0.67% | |
Expected Term | 11 months 19 days | 1 year 11 months 19 days | |
Expected Volatility | 37.69% | 33.62% | |
[1] | A quarterly dividend of $0.125 per share commencing in the second quarter of 2016 was assumed. |
Warrant Liability and Earnout86
Warrant Liability and Earnout Shares Liability (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Warrant liability [Line Items] | |
Beginning Balance | $ 19,991 |
Fair value adjustment | 11,222 |
Ending Balance | $ 0 |
Warrant Liability and Earnout87
Warrant Liability and Earnout Shares Liability (Details 2) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Warrant liability [Line Items] | |
Opening Balance, Number of Warrants | shares | 9,097,430 |
Change in fair value to the date of cashless exercise charged to income statement, Number of Warrants | shares | 2,325,924 |
Fair value of warrants exercised credited to shareholders equity, Number of Warrants | shares | 2,325,924 |
Change in fair value of unexercised warrants remaining, Number of Warrants | shares | 6,771,506 |
Closing Balance, Number of Warrants | shares | 6,771,506 |
Net gain on exercise of warrants, Number of Warrants | shares | 2,325,924 |
Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants, Number of Warrants | shares | 0 |
Opening Balance, Average Value | $ / shares | $ 2.19 |
Change in fair value to the date of cashless exercise charged to income statement, Average Value | $ / shares | 3.69 |
Fair value of warrants exercised credited to shareholders equity, Average Value | $ / shares | 5.88 |
Change in fair value of unexercised warrants remaining, Average Value | $ / shares | 2.41 |
Closing balance, Average Value | $ / shares | 4.61 |
Net gain on exercise of warrants, Average Value | $ / shares | 2.19 |
Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants, Average Value | $ / shares | $ 0 |
Beginning Balance | $ | $ 19,991 |
Change in fair value to the date of cashless exercise charged to income statement, Fair Value | $ | 8,591 |
Fair value of warrants exercised credited to shareholders equity, Fair Value | $ | (13,679) |
Change in fair value of unexercised warrants remaining, Fair Value | $ | 16,310 |
Ending Balance | $ | 0 |
Net gain on exercise of warrants, Fair Value | $ | (5,088) |
Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants, Fair Value | $ | $ 11,222 |
Warrant Liability and Earnout88
Warrant Liability and Earnout Shares Liability (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Price | $ 13.74 | $ 10.15 |
Risk-free rate | 0.41% | 0.67% |
Expected Term | 1 year | 2 years |
Asset Volatility (level 3 input) | 38.00% | 34.00% |
Equity Volatility (level 3 input) | 45.00% | 40.00% |
Warrant Liability and Earnout89
Warrant Liability and Earnout Shares Liability (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Balance, Beginning | $ 23,986 | [1] | $ 18,254 | |
Fair value adjustment | 10,858 | (10,807) | [1] | |
Fair value of earnout shares issued credited to shareholders equity | (5,765) | |||
Balance, Ending | $ 20,414 | $ 23,986 | [1] | |
[1] | 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. |
Warrant Liability and Earnout90
Warrant Liability and Earnout Shares Liability (Details 5) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Ordinary Share Price Target | $ 13 | $ 12 | |
Scenario, Forecast [Member] | |||
Ordinary Share Price Target | $ 15 | ||
Minimum [Member] | |||
EBITDA Target | $ 35,000 | $ 30,000 | |
Number of Earnout Shares | 875,000 | 416,667 | |
Minimum [Member] | Scenario, Forecast [Member] | |||
EBITDA Target | $ 40,000 | ||
Number of Earnout Shares | 1,333,333 | ||
Maximum [Member] | |||
EBITDA Target | $ 40,000 | $ 36,000 | |
Number of Earnout Shares | 1,000,000 | 500,000 | |
Maximum [Member] | Scenario, Forecast [Member] | |||
EBITDA Target | $ 45,000 | ||
Number of Earnout Shares | 1,500,000 |
Warrant Liability and Earnout91
Warrant Liability and Earnout Shares Liability (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 20, 2013 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Warrant liability [Line Items] | ||||
Warrants Exercised By Investors | 2,428,494 | |||
Warrants exercised on a cash basis | 102,570 | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,001,848 | |||
Dividends Payable, Amount Per Share | $ 0.125 | |||
Fair Value Adjustment of Warrants | $ 11,222,000 | |||
Share Price | $ 13.74 | $ 10.15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0.125 | |||
Stock Issued During Period, Shares, Acquisitions | 3,000,000 | |||
OTC Pink Markets [Member] | ||||
Warrant liability [Line Items] | ||||
Fair Value Adjustment of Warrants | 8,591,000 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 13,679,000 | |||
Warrant [Member] | ||||
Warrant liability [Line Items] | ||||
Cash exercise of warrants for shares | 2,325,924 | |||
Redeemable Warrants [Member] | ||||
Warrant liability [Line Items] | ||||
Fair Value Assumption, Warrant Market Risk Description | The value of the redeemable warrants is sensitive tochanges in the Company's common share price. An increase or decrease in the common share price of 5% would result in a increase or decrease in the value of the redeemable warrants of approximately 4.5% and 11.5% respectively. The potential increase is limited by the redemption feature. The value of the redeemable warrants is not particularly sensitive to changes in volatility (a 5% increase or decrease would result in a less than a 1% change in the value of the redeemable warrants), or the risk-free rate (a 50bps increase or decrease would result in less than a 0.25% change in value of the redeemable warrants). The value of the redeemable warrants are, in fact, almost completely insensitive to any changes in the risk-free rate or volatility. This is due to combination of the following circumstances 1) being close to their maximum value (i.e $13.74 common stock price vs. $14.00 redemption price), 2) theirshort remaining life (~1 year), and 3) the likelihood of exercise before the first dividend payment. | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13.74 | |||
Share Price | $ 14 | |||
Nonredeemable Warrants [Member] | ||||
Warrant liability [Line Items] | ||||
Fair Value Assumption, Warrant Market Risk Description | The value of the non-redeemable warrants is sensitive tochanges in the Company's common share price. An increase or decrease in the common share price of 5% would result in an increase or decrease in the value of the non-redeemable warrants of approximately 11.5%, respectively. The value of the non-redeemable warrants is not particularly sensitive to changes in volatility assumption (a 5% increase or decrease would result in a less than a 1% change in the non-redeemable warrant value), or changes in the risk-free rate assumption (a 50bps increase or decrease would result in less than a 0.25% change in the non-redeemable warrant value). | |||
Earn Out Share Liability [Member] | ||||
Warrant liability [Line Items] | ||||
Fair Value Assumption, Warrant Market Risk Description | 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. |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Mar. 02, 2016 | Oct. 01, 2014 | Dec. 31, 2015 |
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 1,075 | ||
Loss Contingency Damages Plaintiffs Period | 60 days | ||
Loss Contingency Damages Insurance Percentage | 90.00% | ||
Subsequent Event [Member] | |||
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 1,560 | ||
TG And Tecnoglass USA Inc [Member] | |||
Commitments and Contingencies [Line Items] | |||
Insurance Settlements Receivable | $ 3,000 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Numerator for basic and diluted earnings per shares | |||
Net (Loss) Income | $ (12,765) | $ 9,511 | |
Denominator | |||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 25,447,564 | 24,347,620 | |
Effect of dilutive warrants and earnout shares | 3,502,078 | 3,890,059 | |
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 28,949,642 | 28,237,679 | [1] |
Basic earnings per ordinary share (in dollars per share) | $ (0.50) | $ 0.39 | |
Diluted earnings per ordinary share (in dollars per share) | $ (0.50) | $ 0.34 | |
[1] | Earnings per share For the year ended December 31, 2014, the company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA targets or market share price. This resulted in the inclusion of 500,000 additional dilutive shares included in the calculation of diluted earnings per share. |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - Issue One [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Target Period | Dec. 31, 2016 |
Target Price Of Ordinary Shares | $ / shares | $ 15 |
Maximum [Member] | |
Class of Stock [Line Items] | |
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ | $ 45,000,000 |
Number of Earnout Shares | shares | 1,500,000 |
Minimum [Member] | |
Class of Stock [Line Items] | |
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ | $ 40,000,000 |
Number of Earnout Shares | shares | 1,333,333 |
Shareholder's Equity (Details 2
Shareholder's Equity (Details 2) - shares | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | |
Issuances of Stock [Line Items] | |||
Shares issued for achievement of EBITDA targets | 500,000 | ||
Shares issued for warrant exercises | 1,001,848 | 1,001,848 | |
Shares issued for exercise of unit purchase options | 592,656 | 592,656 | |
Total ordinary shares issued | 2,094,504 |
Shareholder's Equity (Details T
Shareholder's Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 09, 2015 | Mar. 31, 2016 | Apr. 30, 2015 | Apr. 15, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 20, 2013 |
Schedule of Stockholders Equity [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 26,895,636 | 26,895,636 | 26,895,636 | 24,801,132 | ||||||
Common Stock, Shares, Outstanding | 26,895,636 | 26,895,636 | 26,895,636 | 24,801,132 | ||||||
Legal Reserve Description | Colombian regulation requires that companies retain 10% of net income until it accumulates to least 50% of subscribed and paid in capital. | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,018 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 | 500,000 | ||||||||
Proceeds from Warrant Exercises | $ 0 | $ 821 | ||||||||
Warrants Issued | 3,416,681 | |||||||||
Number Of Warrants Exercised | 102,570 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | ||||||
Basis of Conversion of Warrants | conversion ratio of 2.3 in exchange for one ordinary share and subsequently amending its filing on March 11, 2016 to offer an exchange ratio 2.5 warrants for each ordinary share. warrants. | |||||||||
Issuance of Shares on Achievement of Target | 1,000,000 | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,502,079 | 3,890,059 | ||||||||
Shares issued During period ,Warrants Exercised | 1,001,848 | 1,001,848 | ||||||||
Shares issued during period, Options and Underlying Warrants Exercised | 592,656 | 592,656 | ||||||||
Number of Underlying Warrants and Options Exercised | 803,468 | |||||||||
Shares Issued During Period,Achivement of EBITDA Targets | 500,000 | |||||||||
Energy Holding Corporation [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Shares Issued During Period,Achivement of EBITDA Targets | 500,000 | |||||||||
Glasswall LLC | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 388,199 | |||||||||
Business Combination, Consideration Transferred | $ 9,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 4,000 | |||||||||
Business Acquisition, Share Price | $ 10.30 | |||||||||
Glasswall LLC | Non-Executive Chairman | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 95,693 | |||||||||
Sale of Stock, Price Per Share | $ 10.45 | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Number Of Warrants Exercised | 102,570 | |||||||||
IPO [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 20,700 | |||||||||
Warrants Issued | 1,516,669 | |||||||||
IPO [Member] | Subsequent Event [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Number Of Warrants Exercised | 1,516,669 | |||||||||
Warrant [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,018 | |||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 820,560 | |||||||||
ESCOW [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Common Stock, Shares, Issued | 29,395,636 | 29,395,636 | 29,395,636 | |||||||
Common Stock, Shares, Outstanding | 2,500,000 | 2,500,000 | 2,500,000 | |||||||
Ordinary Shares [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Common Stock, Shares, Issued | 5,904,484 | |||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 483,892 | ||||||||
Purchase Option [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 800 | |||||||||
Proceeds from Stock Options Exercised | 1,000 | |||||||||
Insider Warrants [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 56,000 | |||||||||
Warrants Issued | 609,255 | |||||||||
Insider Warrants [Member] | Subsequent Event [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Number Of Warrants Exercised | 609,255 | |||||||||
Working Capital Warrants [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 206,547 | |||||||||
Warrants Issued | 200,000 | |||||||||
Working Capital Warrants [Member] | Subsequent Event [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Number Of Warrants Exercised | 200,000 | |||||||||
Securities Registration Statement [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,040,000 | |||||||||
Securities Registration Statement [Member] | Purchase Option [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,386,663 | |||||||||
Securities Registration Statement [Member] | Purchase Option [Member] | Warrant [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,386,663 | |||||||||
Securities Registration Statement [Member] | Purchase Option [Member] | Ordinary Shares [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Stock issued During Period For exercise of warrants | 417,780 | |||||||||
Securities Registration Statement [Member] | Insider Warrants [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 78,401 | |||||||||
Securities Registration Statement [Member] | Two Subscription Agreements [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 649,382 | |||||||||
Securities Registration Statement [Member] | Subscription Agreement [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 95,693 | |||||||||
Long Term Equity Incentive Plan 2013 [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,593,917 | |||||||||
Restricted Stock [Member] | ||||||||||
Schedule of Stockholders Equity [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,567,141 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Assets Acquired | ||
Land | $ 1,952 | |
Buildings | 3,215 | |
Equipment | 1,170 | |
Intangibles (NOAs) | 1,500 | |
Goodwill | 1,330 | $ 1,330 |
Other Assets | 134 | |
Total | 9,301 | |
Preliminary Purchase Price Allocation [Member] | ||
Assets Acquired | ||
Land | 1,952 | |
Buildings | 3,215 | |
Equipment | 0 | |
Intangibles (NOAs) | 0 | |
Goodwill | 0 | |
Other Assets | 4,134 | |
Total | 9,301 | |
Consideration Transferred: | ||
Liabilities assumed (mortgage) | 3,920 | |
Common Stock | 4,000 | |
Cash | 1,381 | |
Total consideration transferred | 9,301 | |
Measurment Period Adjustment [Member] | ||
Assets Acquired | ||
Land | 0 | |
Buildings | 0 | |
Equipment | 1,170 | |
Intangibles (NOAs) | 1,500 | |
Goodwill | 1,330 | |
Other Assets | $ (4,000) |
Business Combinations (Details
Business Combinations (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 15, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 9,301 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,018 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 1,500 | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
RC Aluminum Industries, Inc. [Member] | ||||
Business Combination, Consideration Transferred | $ 1,900 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Customer List of Projects | 850 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 1,094 | |||
RC Aluminum Industries, Inc. [Member] | Contracted Projects [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 12,000 | |||
Glasswall Llc [Member] | ||||
Business Combination, Consideration Transferred | $ 9,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,000 | |||
Payments to Acquire Businesses, Gross | $ 5,301,000 | |||
Debt Instrument, Term | 15 years | |||
Debt Instrument, Face Amount | $ 3,920 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 388,199 | |||
Glasswall Llc [Member] | One Sixty Thousand Square Foot Facility [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 5,167 | |||
Glasswall Llc [Member] | Miami Dade Notices of Acceptance [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 4,134 |
Segment and Geographic Inform99
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Sales | ||
Revenues, Total | $ 238,833 | $ 197,452 |
COLOMBIA | ||
Net Sales | ||
Revenues, Total | 81,290 | 80,062 |
UNITED STATES | ||
Net Sales | ||
Revenues, Total | 141,801 | 101,612 |
PANAMA | ||
Net Sales | ||
Revenues, Total | 7,329 | 11,351 |
Other | ||
Net Sales | ||
Revenues, Total | $ 8,413 | $ 4,427 |
Segment and Geographic Infor100
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Sales | ||
Total Revenues | $ 238,833 | $ 197,452 |
Glass And Framing Components [Member] | ||
Net Sales | ||
Total Revenues | 85,034 | 69,122 |
Windows and Architectural Systems [Member] | ||
Net Sales | ||
Total Revenues | $ 153,799 | $ 128,330 |
Segment and Geographic Infor101
Segment and Geographic Information (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | [1] | |
Segment Reporting Information [Line Items] | |||
Sales Revenue, Goods, Net, Total | $ 180,633 | $ 149,822 | |
Customer One Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales Revenue, Goods, Net, Total | $ 32,000 | ||
Concentration Risk, Percentage | 13.00% | ||
[1] | Related party revenue In accordance with Rule 4-08 (k) of Regulation S-X related party revenue should be presented in the statements of operations and other comprehensive income. These amounts were included as part of total Operating Revenues in 2014. Related party revenue has now been separately presented in the consolidated statements of operations and comprehensive income. |
Operating Expenses (Details)
Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Total Selling Expense | $ 27,579 | $ 22,737 | [1] |
Total General and administrative expenses | 18,920 | 16,327 | |
Personal Expenses [Member] | |||
Total Selling Expense | 4,906 | 5,318 | |
Total General and administrative expenses | 4,359 | 4,454 | |
Shipping and Handling [Member] | |||
Total Selling Expense | 11,202 | 7,994 | |
Sales Commission [Member] | |||
Total Selling Expense | 4,073 | 2,652 | |
Allowance For Doubtful Accounts And Write-Off’s [Member] | |||
Total Selling Expense | 1,286 | 20 | |
Services [Member] | |||
Total Selling Expense | 1,735 | 970 | |
Total General and administrative expenses | 2,462 | 2,315 | |
Packaging [Member] | |||
Total Selling Expense | 1,092 | 929 | |
Other Selling Expenses [Member] | |||
Total Selling Expense | 3,285 | 4,854 | |
Total General and administrative expenses | 4,621 | 4,591 | |
Professional Fees [Member] | |||
Total General and administrative expenses | 3,645 | 3,070 | |
Taxes [Member] | |||
Total General and administrative expenses | 1,530 | 582 | |
Depreciation and Amortization [Member] | |||
Total General and administrative expenses | $ 2,303 | $ 1,315 | |
[1] | Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the consolidated statements of operations and comprehensive income for the year ended December 31, 2014. |
Non-Operating Income, net (Deta
Non-Operating Income, net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Nonoperating Income (Expense), Total | $ 13,877 | $ 12,235 |
Foreign Currency Transaction Gain (Loss), before Tax | $ 10,059 | $ 10,790 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions | Mar. 11, 2016USD ($) | Jan. 07, 2016USD ($) | Mar. 28, 2016USD ($) |
Subsequent Event [Line Items] | |||
Proceeds from Secured Lines of Credit | $ 109.5 | ||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 83.5 | ||
Line of Credit Facility, Capacity Available for Trade Purchases | $ 26 | ||
Line of Credit Facility, Expiration Period | 7 years | ||
Line of Credit Facility, Interest Rate Description | Borrowings under the facility will bear interest at a weighted average interest rate of 7% for the first year, and thereafter at a rate of LIBOR plus 5.25% and DTF (Colombian index) plus 5.00% for the respective USD and COP denominated tranches. | ||
Proceeds from Lines of Credit | $ 25 | ||
Debt Instrument Refinanced with Proceeds from Line of Credit | $ 51.6 | ||
Short-term Investments [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6 | ||
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Stockholders Equity Warrant To Stock Conversion Ratio | 2.3 | ||
Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Stockholders Equity Warrant To Stock Conversion Ratio | 2.5 | ||
Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Line Of Credit Currency Translation Percentage | 71.00% | ||
Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Line Of Credit Currency Translation Percentage | 29.00% |