Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | true | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TGLS | |
Entity Common Stock, Shares Outstanding | 26,914,764 | |
Entity Registrant Name | Tecnoglass Inc. | |
Entity Central Index Key | 1,534,675 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Amendment Description | Tecnoglass Inc. (the “Company” or “we”) is filing this Amendment No. 2 (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Original Filing”) to correct misstatements and errors in the Company’s previously issued financial statements for the three months ended March 31, 2015. 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 on the consolidated balance sheets, (3) in the classification of its shipping and handling costs in the consolidated statement of operations, (4) in the presentation of related party revenues 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) in the Company’s conclusion on certain variable interest entities. In accordance with accounting guidance presented in ASC 250-10 and SEC Staff Accounting Bulletin No. 99, Materiality, the Company’s management assessed the materiality of the errors on a consolidated basis and concluded they were material to the financial statements for the year ended December 31, 2014 and the quarterly periods within both 2015 and 2014. The Company reported non-reliance on previously filed financial statements on a Form 8-k filed on April 6, 2016. With respect to the financial statements for the year ended December 31, 2014, the errors have been corrected in the Company’s 2015 10-K by form of a restatement. The corrections applicable to the three-month periods ended March 31, 2015 and 2014 are included in this Amendment No. 2 to the Original Filing, and are further described in Note 2, Correction of Misstatements and Errors. No other changes have been made to the Original Filing other than to modify the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 17,132 | $ 15,930 | $ 20,268 | $ 2,866 |
Trade accounts receivable, net | 46,633 | 44,718 | ||
Due from related parties | 33,542 | 28,564 | ||
Inventories, net | 31,473 | 28,965 | ||
Other current assets | 20,416 | 17,946 | ||
Total current assets | 149,196 | 136,123 | ||
Long term assets: | ||||
Property, plant and equipment, net | 108,237 | 103,980 | ||
Long term receivables from related parties | 3,392 | 4,220 | ||
Other long term assets | 5,734 | 6,200 | ||
Total long term assets | 117,363 | 114,400 | ||
Total assets | 266,559 | 250,523 | ||
Current liabilities: | ||||
Trade accounts payable | 35,328 | 32,950 | ||
Due to related parties | 4,040 | 1,999 | ||
Current portion of customer advances on uncompleted contracts | 12,048 | 5,782 | ||
Short-term debt and current portion of long term debt | 59,886 | 54,925 | ||
Note payable to shareholder | 80 | 80 | ||
Earnout Share Liability | 4,650 | 5,075 | ||
Other current liabilities | 16,354 | 11,932 | ||
Total current liabilities | 132,386 | 112,743 | ||
Long term liabilities: | ||||
Warrant liability | 14,913 | 19,991 | ||
Earnout Share Liability | 22,430 | 23,986 | ||
Customer advances on uncompleted contracts | 6,767 | 8,333 | ||
Other long term liabilites | 121 | 0 | ||
Long term debt | 37,050 | 39,273 | ||
Total Long Term Liabilities | 81,281 | 91,583 | ||
Total liabilities | $ 213,667 | $ 204,326 | ||
COMMITMENTS AND CONTINGENCIES | ||||
Shareholders' equity | ||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 | $ 0 | $ 0 | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 2 | 2 | ||
Legal Reserves | 1,367 | 1,367 | ||
Additional paid-in capital | 26,140 | 26,140 | ||
Retained earnings | 41,981 | 30,119 | ||
Accumulated other comprehensive income | (16,598) | (11,431) | ||
Total shareholders’ equity | 52,892 | 46,197 | ||
Total liabilities and shareholders’ equity | $ 266,559 | $ 250,523 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | |
Preferred shares, shares authorized | 1,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred shares, shares outstanding | 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 | 24,801,132 | 24,801,132 |
Ordinary shares, Shares, Outstanding | 24,801,132 | 24,801,132 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Revenues: | ||
External customers | $ 38,100 | $ 34,858 |
Related parties | 13,943 | 12,983 |
Total operating revenues | 52,043 | 47,841 |
Cost of sales | 33,433 | 32,212 |
Gross profit | 18,610 | 15,629 |
Operating expenses | 10,608 | 7,772 |
Operating income | 8,002 | 7,857 |
Gain (loss) on change in fair value of Earnout Shares | 1,981 | (5,311) |
Gain (loss) on change in fair value of warrant liability | 5,078 | (8,880) |
Non-operating income | 3,725 | 1,286 |
Interest expense | (2,152) | (1,973) |
Income (Loss) before taxes | 16,634 | (7,021) |
Income tax provision | 4,772 | 2,971 |
Net income (loss) | 11,862 | (9,992) |
Comprehensive income: | ||
Net income (loss) | 11,862 | (9,992) |
Foreign currency translation adjustments | (5,167) | (176) |
Total comprehensive income (loss) | $ 6,695 | $ (10,168) |
Basic income (loss) per share (in dollars per share) | $ 0.48 | $ (0.41) |
Diluted income (loss) per share (in dollars per share) | $ 0.42 | $ (0.41) |
Basic weighted average common shares outstanding (in shares) | 24,801,132 | 24,242,315 |
Diluted weighted average common shares outstanding (in shares) | 28,114,251 | 24,242,315 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 11,862 | $ (9,992) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 0 | 20 |
Depreciation and amortization | 2,501 | 1,952 |
Loss on disposition of assets | (9) | 0 |
Loss on change in fair value of derivative liability | (18) | (67) |
(Gain) loss on change in fair value of warrant liability | (5,078) | 8,880 |
(Gain) loss on change in fair value of earnout share liability | (1,981) | 5,311 |
Deferred income taxes | (157) | 548 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (5,099) | (3,792) |
Inventories | (4,928) | 1,480 |
Prepaid expenses and other current assets | 153 | (297) |
Other assets | (3,325) | (6,123) |
Trade accounts payable | 4,398 | (7,365) |
Customer advances on uncompleted contracts | 5,954 | 1,909 |
Related parties | (4,397) | (6,220) |
Other current liabilities | 5,463 | 2,375 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 5,339 | (11,381) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 255 | 59 |
Purchase of investments | (403) | (409) |
Acquisition of property and equipment | (4,769) | (1,185) |
CASH USED IN INVESTING ACTIVITIES | (4,917) | (1,535) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 22,255 | 23,229 |
Proceeds from the sale of common stock | 0 | 1,000 |
Repayments of debt | (21,767) | (16,530) |
Proceeds from merger | 0 | 22,519 |
CASH PROVIDED BY FINANCING ACTIVITIES | 488 | 30,218 |
Effect of exchange rate changes on cash and cash equivalents | 292 | 100 |
NET INCREASE IN CASH | 1,202 | 17,402 |
Cash - Beginning of period | 15,930 | 2,866 |
Cash - End of period | 17,132 | 20,268 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 1,385 | 1,469 |
Taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under capital lease | $ 9,100 | $ 55 |
Organization, Plan of Business
Organization, Plan of Business Operation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization, Plan of Business Operation Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s objective was to acquire, through a merger, share exchange, asset acquisition, share purchase recapitalization, reorganization or other similar business combination, one or more operating businesses. On December 20, 2013, Andina consummated a merger transaction (the “Merger”) with Tecno Corporation (“Tecnoglass Holding”) as ultimate parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. ES. Windows (“ES”). The surviving entity was renamed Tecnoglass Inc. The Merger transaction was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. Accordingly, the business of Tecnoglass Holding and its subsidiaries became our business. We are now a holding company operating through our direct and indirect subsidiaries. The Company manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating façades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports about half of its production to foreign countries. TG manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. ES designs, manufactures, markets and installs architectural systems for high, medium and low rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. |
Correction of Misstatements and
Correction of Misstatements and Errors | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 2. Correction of Misstatements and Errors The Company identified and corrected six non-cash errors in its annual financial statements for the year ended December 31, 2014. The errors, which are also addressed in these amended condensed financial statements as of March 31, 2015, occurred: (1) in the way the Company had accounted for the fair value and classification of its EBITDA/Ordinary Share Price Shares or “earnout shares”, (2) in the classification and presentation of deferred tax assets and liabilities, (3) in the classification of its shipping and handling costs, (4) in the presentation of related party revenue on consolidated statements of operations and comprehensive income and the identification of certain related parties as such, (5) in the classification of purchases and sales of investments in the consolidated statements of cash flows, and (6) in the Company’s conclusion on certain variable interest entities. A description of each misstatement or error is provided below and additional detail is provided in other notes to these condensed consolidated financial statements: (a) Earnout shares - The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) as of August 17, 2013. Pursuant to the Merger Agreement, on the closing date of December 20, 2013, the Company issued 3,000,000 Ordinary Share EBITDA Target Number of Earnout Shares Price Target Minimum Maximum Minimum Maximum Fiscal year ending 12/31/14 $ 12.00 per share $ 30,000 $ 36,000 416,667 500,000 Fiscal year ending 12/31/15 $ 13.00 per share $ 35,000 $ 40,000 875,000 1,000,000 Fiscal year ending 12/31/16 $ 15.00 per share $ 40,000 $ 45,000 1,333,333 1,500,000 Prior to December 31, 2015, the earnout shares were accounted for within equity at par value. In accordance with ASC 815 Derivatives and Hedging, the earnout shares are not considered indexed to the Company’s own stock and therefore should have been accounted for as a liability with fair value changes being recorded in the consolidated statements of operations and comprehensive income, Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 2. (b) Deferred tax assets and liabilities The Company was presenting deferred tax assets and liabilities on a gross basis on the balance sheet as at December 31, 2014. Per ASC 740 Income Taxes, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all current deferred tax liabilities and assets shall be offset and presented as a single amount and all noncurrent deferred tax liabilities and assets shall be offset and presented as a single amount. Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 2. The deferred tax assets and liabilities have been reclassified and presented in current and long-term assets and liabilities in the condensed consolidated balance sheets presented as of March 31, 2015 and December 31, 2014. (c) Shipping and handling costs For the year ended December 31, 2015, the Company recorded and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 2. The amounts of shipping and handling costs have been reclassified and are presented as operating expenses in the condensed consolidated statements of operations and comprehensive income for the three-month periods ended March 31, 2015 and 2014. (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 previous financial statements for the three-month periods ended March 31, 2015 and 2014. Additionally, the Company did not adequately identify certain related parties as such in previous filings and is correcting presentation to include disclosure of transactions with all related parties. Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 2. Related party revenues are now presented separately in the condensed consolidated statements of operations and comprehensive income. (e) Cash flow from investing activities Cash flows from the sale and purchase of investments were presented on a net basis within cash flow from investing activities. The Company now presents the sales and purchases of investments on a gross basis within cash flow from investing activities. This did not result in a change in total cash flow from investing activities in the three-month periods ended March 31, 2015 and 2014. (f) Variable Interest Entities - The Company’s analysis that was performed previously for the preparation of the financial statements as of December 31, 2014 concluded that these entities were VIEs. However, further analysis of the facts and circumstances surrounding the Company’s accounting of ESW LLC and VS performed during 2015 determined that the prior analysis was in error. The correction resulted in no changes to the financial statements for the three- and nine- month periods ended September 30, 2015, other than associated related party footnote disclosures. Condensed Consolidated Balance Sheets March 31, 2015 December 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference ASSETS Current assets: Cash and cash equivalents 17,132 17,132 15,930 15,930 Trade accounts receivable, net 47,504 (871) 46,633 44,955 (237) 44,718 d Due from related parties 32,671 871 33,542 28,327 237 28,564 d Inventories, net 31,473 31,473 28,965 28,965 Other current assets 25,653 (5,237) 20,416 23,319 (5,373) 17,946 b, d Total current assets 154,433 (5,237) 149,196 141,496 (5,373) 136,123 Long term assets: Property, plant and equipment, net 108,237 108,237 103,980 103,980 Long term receivables from related parties 3,392 3,392 4,220 4,220 Other long term assets 5,734 5,734 6,195 5 6,200 b Total long term assets 117,363 - 117,363 114,395 5 114,400 Total assets 271,796 (5,237) 266,559 255,891 (5,368) 250,523 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Trade accounts payable 35,780 (452) 35,328 33,493 (543) 32,950 d Due to related parties 3,588 452 4,040 1,456 543 1,999 d Current portion of customer advances on uncompleted contracts 12,048 12,048 5,782 5,782 Short-term debt and current portion of long term debt 59,886 59,886 54,925 54,925 Note payable to shareholder 80 80 80 80 Earnout Share Liability 4,650 4,650 5,075 5,075 a Other current liabilities 21,712 (5,358) 16,354 17,300 (5,368) 11,932 b Total current liabilities 133,094 (708) 132,386 113,036 (293) 112,743 Long term liabilities: Warrant liability 14,913 14,913 19,991 19,991 Earnout Share Liability - 22,430 22,430 - 23,986 23,986 a Customer advances on uncompleted contracts 6,767 6,767 8,333 8,333 Other long term liabilites - 121 121 - - b Long term debt 37,050 37,050 39,273 39,273 Total Long Term Liabilities 58,730 22,551 81,281 67,597 23,986 91,583 Total liabilities 191,824 21,843 213,667 180,633 23,693 204,326 COMMITMENTS AND CONTINGENCIES Shareholders' equity Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 - - - - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively 2 2 2 2 Legal Reserves 1,367 1,367 1,367 1,367 Additional paid-in capital 46,514 (20,374) 26,140 46,514 (20,374) 26,140 a Retained earnings 48,687 (6,706) 41,981 38,806 (8,687) 30,119 a Accumulated other comprehensive income (16,598) - (16,598) (11,431) - (11,431) Total shareholders’ equity 79,972 (27,080) 52,892 75,258 (29,061) 46,197 Total liabilities and shareholders’ equity 271,796 (5,237) 266,559 255,891 (5,368) 250,523 Condensed Consolidated Statement of Operations Three months ended March 31, 2015 Three months ended March 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: External customers 52,043 (13,943) 38,100 47,841 (12,983) 34,858 d Related parties - 13,943 13,943 - 12,983 12,983 d Total operating revenues 52,043 - 52,043 47,841 - 47,841 Cost of sales 34,861 (1,428) 33,433 33,245 (1,033) 32,212 c Gross profit 17,182 1,428 18,610 14,596 1,033 15,629 Operating expenses 9,180 1,428 10,608 6,739 1,033 7,772 c Operating income 8,002 - 8,002 7,857 - 7,857 Gain (Loss) on change in fair value of Earnout Shares - 1,981 1,981 - (5,311) (5,311) a Gain (loss) on change in fair value of warrant liability 5,078 5,078 (8,880) (8,880) Non-operating income 3,725 3,725 1,286 1,286 Interest expense (2,152) (2,152) (1,973) (1,973) Income (Loss) before taxes 14,653 1,981 16,634 (1,710) (5,311) (7,021) Income tax provision 4,772 4,772 2,971 2,971 Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Comprehensive income: Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Foreign currency translation adjustments (5,167) - (5,167) (176) - (176) Total comprehensive income (loss) 4,714 1,981 6,695 (4,857) 5,311 (10,168) Basic income (loss) per share 0.40 0.08 0.48 (0.19) (0.22) (0.41) Diluted income (loss) per share 0.35 0.07 0.42 (0.19) (0.22) (0.41) Basic weighted average common shares outstanding 24,801,132 24,801,132 24,242,315 24,242,315 Diluted weighted average common shares outstanding 28,114,251 - 28,114,251 24,242,315 24,242,315 Condensed Consolidated Statement of Cash Flows Three Months Ended March 31, 2015 Three Months Ended March 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for bad debts - 20 20 Depreciation and amortization 2,501 2,501 1,952 1,952 Loss on disposition of assets (9) (9) - - Loss on change in fair value of derivative liability (18) (18) (67) (67) (Gain) loss on change in fair value of warrant liability (5,078) (5,078) 8,880 8,880 (Gain) loss on change in fair value of earnout share liability - (1,981) (1,981) - 5,311 5,311 a Deferred income taxes (157) (157) 548 548 Changes in operating assets and liabilities: Trade accounts receivable (6,008) 909 (5,099) (4,436) 644 (3,792) d Inventories (4,928) (4,928) 1,480 1,480 Prepaid expenses and other current assets 153 153 (297) (297) Other assets (3,325) (3,325) (6,123) (6,123) Trade accounts payable 4,871 (473) 4,398 (7,400) 35 (7,365) Customer advances on uncompleted contracts 5,954 5,954 1,909 1,909 Related parties (3,961) (436) (4,397) (5,541) (679) (6,220) d Other current liabilities 5,463 5,463 2,375 2,375 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 5,339 - 5,339 (11,381) - (11,381) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 49 206 255 59 59 Purchase of investments (197) (206) (403) (409) (409) e Acquisition of property and equipment (4,769) (4,769) (1,185) (1,185) CASH USED IN INVESTING ACTIVITIES (4,917) - (4,917) (1,535) - (1,535) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 22,255 22,255 23,229 23,229 Proceeds from the sale of common stock - - 1,000 1,000 Repayments of debt (21,767) (21,767) (16,530) (16,530) Proceeds from merger - - 22,519 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 488 - 488 30,218 - 30,218 Effect of exchange rate changes on cash and cash equivalents 292 - 292 100 - 100 NET INCREASE IN CASH 1,202 - 910 17,402 - 17,302 Cash - Beginning of period 15,930 15,930 2,866 2,866 Cash - End of period 17,132 17,132 20,268 20,268 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest 1,385 1,385 1,469 1,469 Taxes - - - - NON-CASH INVESTING AND FINANCING ACTIVITIES: Assets acquired under capital lease 9,100 9,100 55 55 |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of significant accounting policies Basis of Presentation and Use of Estimates The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants, earnout share liability and other derivative financial instruments. Based on information known before these unaudited, condensed consolidated financial statements were available to be issued, there are no estimates included in these statements for which it is reasonably possible that the estimate will change in the near term up to one year from the date of these financial statements and the effect of the change will be material, except for warrant liability and earnout share liability further discussed below in this note and Note 10 and 11. 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. 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. The Company recognizes revenue when goods are shipped, which is “FOB shipping point”. Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. 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. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years In accordance with ASC 815 Derivatives and hedging, the Company’s EBITDA/Ordinary Share Price Shares (“Earnout Shares”) are not considered indexed to the Company’s own stock and therefore are accounted for as a liability with fair value changes being recorded in the consolidated statements of operations and comprehensive income. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until released or until the expiration of the liability in December 31, 2016 under the governing agreement, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. When the earnout shares are released from the escrow account upon achievement of the conditions set forth in the earnout share agreement, the Company records the fair value of the released shares out of the earnout share liability and into common stock and additional paid-in capital within the shareholders equity section of the Company’s condensed consolidated balance sheets. Warrant liability An aggregate 9,200,000 warrants were issued as a result of the Public Offering, the Private Placement and the Merger. Of the aggregate total, 4,200,000 warrants were issued in connection with the Public Offering (“IPO Warrants”), 4,800,000 warrants were issued in connection with the Private Placement (“Insider Warrants”), and 200,000 warrants were issued upon conversion of a promissory note at the closing of the Merger (“Working Capital Warrants”). The Company classifies the warrant instruments as a liability at their fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. The aggregate liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statement of operations. The Company determines the fair value of warrant liability at each reporting period using the Binomial Lattice options pricing model. In general, the inputs used are unobservable and the fair value measurement of the warrant liability is classified as a Level 3 measurement under guidance for fair value measurements hierarchy of categorization to reflect the level of judgment and observability of the inputs involved in estimating fair values. Refer to Note 11 for additional details about the Company’s warrants. 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. 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 the UPOs, at issuance date in March 2012, at fair value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 803,468 592,656 Income Taxes 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. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants to purchase ordinary shares in the calculation of diluted income per share, which resulted in 28,114,251 March 31, 2015 2014 Numerator for basic and diluted earnings per shares Net Income (loss) $ 11,862 $ (9,992) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 24,801,132 24,242,315 Effect of dilutive warrants 3,313,119 - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 28,114,251 24,242,315 Basic earnings per ordinary share $ 0.48 $ (0.41) Diluted earnings per ordinary share $ 0.42 $ (0.41) 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 non - operating revenues from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Columbia. During the quarters ended March 31, 2015 and 2014, the Company recorded net gains from foreign currency transactions of $ 3,361 602 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. Shipping and handling costs for the three-month periods ended March 31, 2015 and 2014 were $ 2,248 1,676 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. |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4. Inventories, net March 31, December 31, 2015 2014 Raw materials $ 24,432 $ 22,421 Work in process 2,270 2,136 Finished goods 2,589 2,158 Stores and spares 2,288 2,371 Packing material 165 171 31,744 29,257 Less: inventory allowances (271) (292) $ 31,473 $ 28,965 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5. Property, Plant and Equipment, Net March 31, December 31, 2015 2014 Building $ 34,677 $ 36,228 Machinery and equipment 82,350 76,497 Office equipment and software 4,327 2,868 Vehicles 1,309 1,412 Furniture and fixtures 1,604 1,651 Total property, plant and equipment 124,267 118,656 Accumulated depreciation and amortization (31,339) (31,646) Net value of property and equipment 92,928 87,010 Land 15,309 16,970 Total property, plant and equipment, net $ 108,237 $ 103,980 Depreciation and amortization expense, inclusive of capital lease amortization, for the three-month periods ended March 31, 2015 and 2014 amounted to $ 2,501 1,952 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6. Long-Term Debt At March 31, 2015, the Company owed approximately $ 96,936 15 2.9 12.03 March 31, December 31, 2015 2014 Obligations under borrowing arrangements $ 96,936 $ 94,198 Less: Current portion of long-term debt and other current borrowings 59,886 54,925 Long-term debt $ 37,050 $ 39,273 12 months ending March 31, 2016 $ 59,886 2017 13,648 2018 7,963 2019 5,939 Thereafter 9,499 Total $ 96,936 Revolving Lines of Credit The Company has approximately $ 1.7 The floating interest rates on the revolving notes are between DTF+6% and DTF+7%. DTF is the primary measure of interest rates in Colombia. 202 375 March 31, 2015 2014 Proceeds from debt $ 22,255 $ 23,229 Repayments of debt $ 21,767 $ 16,530 The Company acquired assets under capital leases for the three months ended March 31, 2015 and 2014 for $ 9,100 55 The Company had $ 7,194 7,362 404 435 25,140 26,856 Interest expense for the three-month periods ended March 31, 2015 and 2014 was $ 2,152 1,973 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | The Company files income tax returns for TG and ES in the Republic of Colombia. Colombia’s Tax Statute was reformed in December 2014. A general corporate income Tax Rate applies at 25 9 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % 2015 2014 Current income tax Foreign $ 4,929 $ 2,423 Deferred income tax Foreign $ (157) $ 548 Total Provision for Income tax 4,772 2,971 The Company's effective tax rates for the three-month periods ended March 31,2015 and reflect the non-cash, non-deductible losses and non-taxable gains from changes in the fair values of the Company’s warrant and earnout shares liabilities in the table below: Three months ended March 31, 2015 2014 Change in fair value of warrant liability -5,078 8,880 Change in fair value of earnout shares liability $ -1,980 $ 4,544 Total non-cash, nontaxable effects of changes in fair value of liabilities -7,058 13,424 In addition, the Company’s statutory tax rate increased from 34 39 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined by the lowest level inputs that are significant to the fair value measurement. Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability - - 14,913 Earnout shares liability 27,080 Interest Rate Swap Derivative Liability - 107 - Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2014: Quotes Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability - - 19,991 Earnout shares liability 22,798 Interest Rate Swap Derivative Liability - 134 - |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 9. Segment and Geographic Information Three months ended March 31, 2015 2014 Colombia $ 17,382 $ 20,955 United States 31,678 21,867 Panama 1,468 4,415 Other 1,515 604 Total Revenues $ 52,043 $ 47,841 |
Earnout Share Liability (Restat
Earnout Share Liability (Restated) | 3 Months Ended |
Mar. 31, 2015 | |
Earnout Share Liability [Abstract] | |
Earnout Share Liability [Text Block] | Note 10. Earnout Share Liability (Restated) The earnout shares liability is subject to re-measurement at each balance sheet date until the shares are released or until the expiration of the liability at December 31, 2016 under the governing agreement, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. When the earnout shares are released from the escrow account upon achievement of the conditions set forth in the earnout share agreement, the Company records the fair value of the released shares out of the earnout share liability and into common stock and additional paid-in capital within the shareholders equity section of the Company’s condensed consolidated balance sheets. The Company determines the fair value of the earnout share liability using a Monte Carlo simulation, which models future EBITDA and ordinary share stock prices during the earn-out period using the Geometric Brownian Motion. This model is dependent upon several variables such as the earnout share agreement’s expected term, expected risk-free interest rate over the expected term, the equity volatility of the Company’s stock price over the expected term, the asset volatility, and the Company’s forecasted EBITDA. The expected term represents the period of time that the earnout shares agreement is expected to be outstanding. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected term of the earnout share agreement at the date of valuation. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly-traded companies. The inputs to the model were stock price, risk-free rate, expected term and volatility. In general, the inputs used are unobservable; therefore unless indicated otherwise, the earnout share liability is classified as Level 3 under guidance for fair value measurements hierarchy. Balance - December 31, 2014 $ 29,061 Fair value adjustment - three months ended March 31, 2015 -1,981 Balance - March 31, 2015 27,080 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2015 | |
Warrant Liability [Abstract] | |
Warrant Liability [Text Block] | Note 11. Warrant Liability Prior to the Merger on December 20, 2013 the Company issued an aggregate of 9,200,000 4,200,000 4,800,000 200,000 102,570 9,097,430 March 31, 2015 December 31, 2014 Stock Price $ 9.30 $ 10.15 Dividend Yield N/A N/A Risk-free rate 0.56 % 0.67 % Expected Term 1.72 1.97 Expected Volatility 32.77 % 33.62 % Balance - December 31, 2014 $ 19,991 Fair value adjustment (5,078) Balance - March 31, 2015 $ 14,913 The Company’s equity warrants are exercisable by the warrant holder in either of two modes: (i) by making a cash payment at the exercise price and receiving ordinary shares (“cash exercise”), or (ii) by applying a formula in the warrant agreement that is based on the market price of the shares on the NASDAQ market in order to receive ordinary shares for the warrant with no cash payment (“cashless exercise”). 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. No warrants were exercised by warrant holders in the three-month periods ended March 31, 2015 and 2014. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 12. Related Parties The Company’s major related party entities are: ESW LLC, a Florida limited liability company partially owned by the Company’s Chief Executive Officer and Chief Operating Officer, VS, an importer and installer based in Panama owned by related party family members, and Union Temporal ESW (“UT ESW”), a temporary contractual joint venture under Colombian law with Ventanar S. A. managed by related parties that expires at the end of its applicable contracts. Three months ended March 31, 2015 2014 Revenues Sales to ESW LLC $ 11,871 $ 8,513 Sales to VS 1,046 3,665 Sales to other related parties 1,026 805 Sales to related parties 13,943 12,983 Expenses Fees paid to Directors and Officers 389 117 Paid to other related parties * 581 128 March 31, December 31, 2015 2014 Current Assets Due from ESW LLC $ 18,853 $ 13,814 Due from VS 7,654 7,979 Due from UT ESW 2,103 2,000 Due from other related parties 4,932 4,771 $ 33,542 $ 28,564 Long term payment agreement from VS $ 3,392 $ 4,220 Liabilities Due to A Construir S.A. $ (2,424) $ (995) Due to other related parties (1,616) (1,004) 4,040 1,999 Payments to other related parties in 2015 and 2014 consist primarily of donations to Fundación Tecnoglass and sales commissions. In December 2014, the Company and VS executed a three-year payment agreement for recovery of trade receivables outstanding for $ 6.6 Libor + 4.7% In 2013, the Company guaranteed a loan for $ 163 In April 2014, the Company guaranteed approximately $ 300 300 In December 2014, ESW LLC guaranteed a mortgage loan for $ 3,920 Analysis of Variable Interest Entities The Company conducted an evaluation as a reporting entity of its involvement with certain significant related party business entities as of March 31, 2015 in order to determine whether these entities were variable interest entities 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 three months ended March 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. |
Note Payable to Shareholder
Note Payable to Shareholder | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | Note 13. Note Payable to Shareholder From September 5, 2013 to November 7, 2013, A. Lorne Weil loaned the Company $ 150 70 80 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Debt Instrument, Fair Value Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 14. Derivative Financial Instruments In 2012, the Company entered into two interest rate swap (IRS) contracts as economic hedges against interest rate risk through 2017, and two currency forward contracts as economic hedges against foreign currency rate risk on U.S. dollar loans. The currency forwards expired in January 2014. Hedge accounting treatment per guidance in ASC 815-10 and related Subsections was not pursued at inception of the contracts. The derivative contracts are recorded on the balance sheet as liabilities as of March 31, 2015 at an aggregate fair value of $ 107 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 15. Commitments and Contingencies Guarantees Guarantees on behalf of, or from related parties are disclosed in Note 11 - Related Parties Legal Matters Tecnoglass S.A. is also a named defendant in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff Diplomat Properties, Limited (“Diplomat”) has asserted a claim for indemnification against TG and Tecnoglass USA, Inc. The claim arises from the supplying of glass shower doors to a hotel/spa in Broward County,Florida. Specifically, in 2006, Diplomat commenced arbitration against Shower Concepts, Inc. seeking damages for breach of contract due to fractures in the installed glass shower doors. Diplomat initiated a complaint asserting various claims, which were dismissed with prejudice. The only remaining claim against the Tecnoglass entities is common law indemnification. TG denies liability and asserts that Shower Concepts was at fault and that as a joint tort feasor, it cannot sue for indemnity. A trial date has not yet been set for this case. Management and TG’s counsel believes that a liability in this claim is remote and immaterial and there are no significant reasonably estimated amounts for a possible loss. General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16. Subsequent Events The Company has evaluated events that occurred subsequent to March 31, 2015. Pursuant to the merger agreement and plan of reorganization and on filing of financial statements for the fiscal year ended December 31, 2014, Energy Holding Corporation received an aggregate of 500,000 On April 14, 2015, the Company’s Board of Directors authorized the payment of regular quarterly dividends to holders of its ordinary shares at a quarterly rate of $ 0.125 0.50 three warrants in exchange for one ordinary share Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements. |
Summary of significant accoun22
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Use Of Estimates [Policy Text Block] | Basis of Presentation and Use of Estimates The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants, earnout share liability and other derivative financial instruments. Based on information known before these unaudited, condensed consolidated financial statements were available to be issued, there are no estimates included in these statements for which it is reasonably possible that the estimate will change in the near term up to one year from the date of these financial statements and the effect of the change will be material, except for warrant liability and earnout share liability further discussed below in this note and Note 10 and 11. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | 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. |
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. The Company recognizes revenue when goods are shipped, which is “FOB shipping point”. Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. 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. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years |
Earnout shares liability [Policy Text Block] | Earnout shares liability (Restated) In accordance with ASC 815 Derivatives and hedging, the Company’s EBITDA/Ordinary Share Price Shares (“Earnout Shares”) are not considered indexed to the Company’s own stock and therefore are accounted for as a liability with fair value changes being recorded in the consolidated statements of operations and comprehensive income. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until released or until the expiration of the liability in December 31, 2016 under the governing agreement, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. When the earnout shares are released from the escrow account upon achievement of the conditions set forth in the earnout share agreement, the Company records the fair value of the released shares out of the earnout share liability and into common stock and additional paid-in capital within the shareholders equity section of the Company’s condensed consolidated balance sheets. |
Fair Value Warrant Liability [Policy Text Block] | Warrant liability An aggregate 9,200,000 4,200,000 4,800,000 200,000 The Company determines the fair value of warrant liability at each reporting period using the Binomial Lattice options pricing model. In general, the inputs used are unobservable and the fair value measurement of the warrant liability is classified as a Level 3 measurement under guidance for fair value measurements hierarchy of categorization to reflect the level of judgment and observability of the inputs involved in estimating fair values. Refer to Note 11 for additional details about the Company’s warrants. 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. |
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 the UPOs, at issuance date in March 2012, at fair value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 803,468 592,656 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. 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. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. |
Earnings Per Share, Policy [Policy Text Block] | Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants to purchase ordinary shares in the calculation of diluted income per share, which resulted in 28,114,251 March 31, 2015 2014 Numerator for basic and diluted earnings per shares Net Income (loss) $ 11,862 $ (9,992) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 24,801,132 24,242,315 Effect of dilutive warrants 3,313,119 - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 28,114,251 24,242,315 Basic earnings per ordinary share $ 0.48 $ (0.41) Diluted earnings per ordinary share $ 0.42 $ (0.41) |
Extended Product Warranty, Policy [Policy Text Block] | Product Warranties The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products.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. |
Revenue Recognition Leases, Capital [Policy Text Block] | Non-Operating Revenues The Company recognizes non - operating revenues from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Columbia. During the quarters ended March 31, 2015 and 2014, the Company recorded net gains from foreign currency transactions of $ 3,361 602 |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs (Restated) 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. Shipping and handling costs for the three-month periods ended March 31, 2015 and 2014 were $ 2,248 1,676 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements 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. |
Correction of Misstatements a23
Correction of Misstatements and Errors (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule Of Forth Targets And Earnout Shares [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 [Table Text Block] | The following table includes the financial statements as originally reported and as adjusted and takes into account the following adjustments: Condensed Consolidated Balance Sheets March 31, 2015 December 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference ASSETS Current assets: Cash and cash equivalents 17,132 17,132 15,930 15,930 Trade accounts receivable, net 47,504 (871) 46,633 44,955 (237) 44,718 d Due from related parties 32,671 871 33,542 28,327 237 28,564 d Inventories, net 31,473 31,473 28,965 28,965 Other current assets 25,653 (5,237) 20,416 23,319 (5,373) 17,946 b, d Total current assets 154,433 (5,237) 149,196 141,496 (5,373) 136,123 Long term assets: Property, plant and equipment, net 108,237 108,237 103,980 103,980 Long term receivables from related parties 3,392 3,392 4,220 4,220 Other long term assets 5,734 5,734 6,195 5 6,200 b Total long term assets 117,363 - 117,363 114,395 5 114,400 Total assets 271,796 (5,237) 266,559 255,891 (5,368) 250,523 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Trade accounts payable 35,780 (452) 35,328 33,493 (543) 32,950 d Due to related parties 3,588 452 4,040 1,456 543 1,999 d Current portion of customer advances on uncompleted contracts 12,048 12,048 5,782 5,782 Short-term debt and current portion of long term debt 59,886 59,886 54,925 54,925 Note payable to shareholder 80 80 80 80 Earnout Share Liability 4,650 4,650 5,075 5,075 a Other current liabilities 21,712 (5,358) 16,354 17,300 (5,368) 11,932 b Total current liabilities 133,094 (708) 132,386 113,036 (293) 112,743 Long term liabilities: Warrant liability 14,913 14,913 19,991 19,991 Earnout Share Liability - 22,430 22,430 - 23,986 23,986 a Customer advances on uncompleted contracts 6,767 6,767 8,333 8,333 Other long term liabilites - 121 121 - - b Long term debt 37,050 37,050 39,273 39,273 Total Long Term Liabilities 58,730 22,551 81,281 67,597 23,986 91,583 Total liabilities 191,824 21,843 213,667 180,633 23,693 204,326 COMMITMENTS AND CONTINGENCIES Shareholders' equity Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 - - - - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively 2 2 2 2 Legal Reserves 1,367 1,367 1,367 1,367 Additional paid-in capital 46,514 (20,374) 26,140 46,514 (20,374) 26,140 a Retained earnings 48,687 (6,706) 41,981 38,806 (8,687) 30,119 a Accumulated other comprehensive income (16,598) - (16,598) (11,431) - (11,431) Total shareholders’ equity 79,972 (27,080) 52,892 75,258 (29,061) 46,197 Total liabilities and shareholders’ equity 271,796 (5,237) 266,559 255,891 (5,368) 250,523 Three months ended March 31, 2015 Three months ended March 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: External customers 52,043 (13,943) 38,100 47,841 (12,983) 34,858 d Related parties - 13,943 13,943 - 12,983 12,983 d Total operating revenues 52,043 - 52,043 47,841 - 47,841 Cost of sales 34,861 (1,428) 33,433 33,245 (1,033) 32,212 c Gross profit 17,182 1,428 18,610 14,596 1,033 15,629 Operating expenses 9,180 1,428 10,608 6,739 1,033 7,772 c Operating income 8,002 - 8,002 7,857 - 7,857 Gain (Loss) on change in fair value of Earnout Shares - 1,981 1,981 - (5,311) (5,311) a Gain (loss) on change in fair value of warrant liability 5,078 5,078 (8,880) (8,880) Non-operating income 3,725 3,725 1,286 1,286 Interest expense (2,152) (2,152) (1,973) (1,973) Income (Loss) before taxes 14,653 1,981 16,634 (1,710) (5,311) (7,021) Income tax provision 4,772 4,772 2,971 2,971 Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Comprehensive income: Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Foreign currency translation adjustments (5,167) - (5,167) (176) - (176) Total comprehensive income (loss) 4,714 1,981 6,695 (4,857) 5,311 (10,168) Basic income (loss) per share 0.40 0.08 0.48 (0.19) (0.22) (0.41) Diluted income (loss) per share 0.35 0.07 0.42 (0.19) (0.22) (0.41) Basic weighted average common shares outstanding 24,801,132 24,801,132 24,242,315 24,242,315 Diluted weighted average common shares outstanding 28,114,251 - 28,114,251 24,242,315 24,242,315 Condensed Consolidated Statement of Cash Flows Three Months Ended March 31, 2015 Three Months Ended March 31, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 9,881 1,981 11,862 (4,681) (5,311) (9,992) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for bad debts - 20 20 Depreciation and amortization 2,501 2,501 1,952 1,952 Loss on disposition of assets (9) (9) - - Loss on change in fair value of derivative liability (18) (18) (67) (67) (Gain) loss on change in fair value of warrant liability (5,078) (5,078) 8,880 8,880 (Gain) loss on change in fair value of earnout share liability - (1,981) (1,981) - 5,311 5,311 a Deferred income taxes (157) (157) 548 548 Changes in operating assets and liabilities: Trade accounts receivable (6,008) 909 (5,099) (4,436) 644 (3,792) d Inventories (4,928) (4,928) 1,480 1,480 Prepaid expenses and other current assets 153 153 (297) (297) Other assets (3,325) (3,325) (6,123) (6,123) Trade accounts payable 4,871 (473) 4,398 (7,400) 35 (7,365) Customer advances on uncompleted contracts 5,954 5,954 1,909 1,909 Related parties (3,961) (436) (4,397) (5,541) (679) (6,220) d Other current liabilities 5,463 5,463 2,375 2,375 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 5,339 - 5,339 (11,381) - (11,381) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 49 206 255 59 59 Purchase of investments (197) (206) (403) (409) (409) e Acquisition of property and equipment (4,769) (4,769) (1,185) (1,185) CASH USED IN INVESTING ACTIVITIES (4,917) - (4,917) (1,535) - (1,535) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 22,255 22,255 23,229 23,229 Proceeds from the sale of common stock - - 1,000 1,000 Repayments of debt (21,767) (21,767) (16,530) (16,530) Proceeds from merger - - 22,519 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 488 - 488 30,218 - 30,218 Effect of exchange rate changes on cash and cash equivalents 292 - 292 100 - 100 NET INCREASE IN CASH 1,202 - 910 17,402 - 17,302 Cash - Beginning of period 15,930 15,930 2,866 2,866 Cash - End of period 17,132 17,132 20,268 20,268 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest 1,385 1,385 1,469 1,469 Taxes - - - - NON-CASH INVESTING AND FINANCING ACTIVITIES: Assets acquired under capital lease 9,100 9,100 55 55 |
Summary of significant accoun24
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 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 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of the basic and diluted earnings per share for the three-month periods ended March 31, 2015 and 2014: March 31, 2015 2014 Numerator for basic and diluted earnings per shares Net Income (loss) $ 11,862 $ (9,992) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 24,801,132 24,242,315 Effect of dilutive warrants 3,313,119 - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 28,114,251 24,242,315 Basic earnings per ordinary share $ 0.48 $ (0.41) Diluted earnings per ordinary share $ 0.42 $ (0.41) |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are comprised of the following: March 31, December 31, 2015 2014 Raw materials $ 24,432 $ 22,421 Work in process 2,270 2,136 Finished goods 2,589 2,158 Stores and spares 2,288 2,371 Packing material 165 171 31,744 29,257 Less: inventory allowances (271) (292) $ 31,473 $ 28,965 |
Property, Plant and Equipment26
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consist of the following: March 31, December 31, 2015 2014 Building $ 34,677 $ 36,228 Machinery and equipment 82,350 76,497 Office equipment and software 4,327 2,868 Vehicles 1,309 1,412 Furniture and fixtures 1,604 1,651 Total property, plant and equipment 124,267 118,656 Accumulated depreciation and amortization (31,339) (31,646) Net value of property and equipment 92,928 87,010 Land 15,309 16,970 Total property, plant and equipment, net $ 108,237 $ 103,980 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | The mortgage loan from TD Bank N.A. for real property acquired in December 2014 by Tecno RE includes requirements that the Company has to maintain debt service coverage ratios to be evaluated annually, as well a loan-to-value ratio evaluation from time to time by the bank. March 31, December 31, 2015 2014 Obligations under borrowing arrangements $ 96,936 $ 94,198 Less: Current portion of long-term debt and other current borrowings 59,886 54,925 Long-term debt $ 37,050 $ 39,273 |
Schedule of Debt [Table Text Block] | Proceeds from debt and repayments of debt for the three months ended March 31, 2015 and 2014 are as follows: March 31, 2015 2014 Proceeds from debt $ 22,255 $ 23,229 Repayments of debt $ 21,767 $ 16,530 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long-term debt and other current borrowings are as follows as of March 31, 2015: 12 months ending March 31, 2016 $ 59,886 2017 13,648 2018 7,963 2019 5,939 Thereafter 9,499 Total $ 96,936 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 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] | The components of income tax expense (benefit) are as follows: 2015 2014 Current income tax Foreign $ 4,929 $ 2,423 Deferred income tax Foreign $ (157) $ 548 Total Provision for Income tax 4,772 2,971 |
Summary of Changes in Liability Fair Value, Nontaxable [Table Text Block] | The Company's effective tax rates for the three-month periods ended March 31,2015 and reflect the non-cash, non-deductible losses and non-taxable gains from changes in the fair values of the Company’s warrant and earnout shares liabilities in the table below: Three months ended March 31, 2015 2014 Change in fair value of warrant liability -5,078 8,880 Change in fair value of earnout shares liability $ -1,980 $ 4,544 Total non-cash, nontaxable effects of changes in fair value of liabilities -7,058 13,424 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2015: Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability - - 14,913 Earnout shares liability 27,080 Interest Rate Swap Derivative Liability - 107 - Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2014: Quotes Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability - - 19,991 Earnout shares liability 22,798 Interest Rate Swap Derivative Liability - 134 - |
Segment and Geographic Inform30
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company operates a single segment business for product consisting of four geographical sales territories as follows: Three months ended March 31, 2015 2014 Colombia $ 17,382 $ 20,955 United States 31,678 21,867 Panama 1,468 4,415 Other 1,515 604 Total Revenues $ 52,043 $ 47,841 |
Earnout Share Liability (Rest31
Earnout Share Liability (Restated) (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Earnout Share Liability [Abstract] | |
Schedule 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, 2014 $ 29,061 Fair value adjustment - three months ended March 31, 2015 -1,981 Balance - March 31, 2015 27,080 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Warrant Liability [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The inputs to the model were as follows: March 31, 2015 December 31, 2014 Stock Price $ 9.30 $ 10.15 Dividend Yield N/A N/A Risk-free rate 0.56 % 0.67 % Expected Term 1.72 1.97 Expected Volatility 32.77 % 33.62 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): Balance - December 31, 2014 $ 19,991 Fair value adjustment (5,078) Balance - March 31, 2015 $ 14,913 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Three months ended March 31, 2015 2014 Revenues Sales to ESW LLC $ 11,871 $ 8,513 Sales to VS 1,046 3,665 Sales to other related parties 1,026 805 Sales to related parties 13,943 12,983 Expenses Fees paid to Directors and Officers 389 117 Paid to other related parties * 581 128 March 31, December 31, 2015 2014 Current Assets Due from ESW LLC $ 18,853 $ 13,814 Due from VS 7,654 7,979 Due from UT ESW 2,103 2,000 Due from other related parties 4,932 4,771 $ 33,542 $ 28,564 Long term payment agreement from VS $ 3,392 $ 4,220 Liabilities Due to A Construir S.A. $ (2,424) $ (995) Due to other related parties (1,616) (1,004) 4,040 1,999 Payments to other related parties in 2015 and 2014 consist primarily of donations to Fundación Tecnoglass and sales commissions. |
Correction of Misstatements a34
Correction of Misstatements and Errors (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Change in Accounting Estimate [Line Items] | |||
Ordinary Share Price Target | $ 12 | ||
Scenario, Forecast [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Ordinary Share Price Target | $ 15 | $ 13 | |
Minimum [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 30,000 | ||
Number of Earnout Shares | 416,667 | ||
Minimum [Member] | Scenario, Forecast [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 40,000 | $ 35,000 | |
Number of Earnout Shares | 1,333,333 | 875,000 | |
Maximum [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 36,000 | ||
Number of Earnout Shares | 500,000 | ||
Maximum [Member] | Scenario, Forecast [Member] | |||
Change in Accounting Estimate [Line Items] | |||
EBITDA Target | $ 45,000 | $ 40,000 | |
Number of Earnout Shares | 1,500,000 | 1,000,000 |
Correction of Misstatements a35
Correction of Misstatements and Errors (Details 1) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 17,132 | $ 15,930 | $ 20,268 | $ 2,866 |
Trade accounts receivable, net | 46,633 | 44,718 | ||
Due from related parties | 33,542 | 28,564 | ||
Inventories, net | 31,473 | 28,965 | ||
Other current assets | 20,416 | 17,946 | ||
Total current assets | 149,196 | 136,123 | ||
Long term assets: | ||||
Property, plant and equipment, net | 108,237 | 103,980 | ||
Long term receivables from related parties | 3,392 | 4,220 | ||
Other long term assets | 5,734 | 6,200 | ||
Total long term assets | 117,363 | 114,400 | ||
Total assets | 266,559 | 250,523 | ||
Current liabilities: | ||||
Trade accounts payable | 35,328 | 32,950 | ||
Due to related parties | 4,040 | 1,999 | ||
Current portion of customer advances on uncompleted contracts | 12,048 | 5,782 | ||
Short-term debt and current portion of long term debt | 59,886 | 54,925 | ||
Note payable to shareholder | 80 | 80 | ||
Earnout Share Liability | 4,650 | 5,075 | ||
Other current liabilities | 16,354 | 11,932 | ||
Total current liabilities | 132,386 | 112,743 | ||
Long term liabilities: | ||||
Warrant liability | 14,913 | 19,991 | ||
Earnout Share Liability | 22,430 | 23,986 | ||
Customer advances on uncompleted contracts | 6,767 | 8,333 | ||
Other long term liabilites | 121 | 0 | ||
Long term debt | 37,050 | 39,273 | ||
Total Long Term Liabilities | 81,281 | 91,583 | ||
Total liabilities | $ 213,667 | $ 204,326 | ||
COMMITMENTS AND CONTINGENCIES | ||||
Shareholders' equity | ||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 | $ 0 | $ 0 | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 2 | 2 | ||
Legal Reserves | 1,367 | 1,367 | ||
Additional paid-in capital | 26,140 | 26,140 | ||
Retained earnings | 41,981 | 30,119 | ||
Accumulated other comprehensive income | (16,598) | (11,431) | ||
Total shareholders’ equity | 52,892 | 46,197 | ||
Total liabilities and shareholders’ equity | 266,559 | 250,523 | ||
Restatement Adjustment [Member] | ||||
Current assets: | ||||
Trade accounts receivable, net | (871) | (237) | ||
Due from related parties | $ 871 | $ 237 | ||
Inventories, net | ||||
Other current assets | $ (5,237) | $ (5,373) | ||
Total current assets | $ (5,237) | $ (5,373) | ||
Long term assets: | ||||
Property, plant and equipment, net | ||||
Long term receivables from related parties | ||||
Other long term assets | $ 5 | |||
Total long term assets | $ 0 | 5 | ||
Total assets | (5,237) | (5,368) | ||
Current liabilities: | ||||
Trade accounts payable | (452) | (543) | ||
Due to related parties | $ 452 | $ 543 | ||
Current portion of customer advances on uncompleted contracts | ||||
Short-term debt and current portion of long term debt | ||||
Note payable to shareholder | ||||
Earnout Share Liability | $ 4,650 | $ 5,075 | ||
Other current liabilities | (5,358) | (5,368) | ||
Total current liabilities | $ (708) | $ (293) | ||
Long term liabilities: | ||||
Warrant liability | ||||
Earnout Share Liability | $ 22,430 | $ 23,986 | ||
Customer advances on uncompleted contracts | ||||
Other long term liabilites | $ 121 | |||
Long term debt | ||||
Total Long Term Liabilities | $ 22,551 | $ 23,986 | ||
Total liabilities | $ 21,843 | $ 23,693 | ||
COMMITMENTS AND CONTINGENCIES | ||||
Shareholders' equity | ||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 | ||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | ||||
Legal Reserves | ||||
Additional paid-in capital | $ (20,374) | $ (20,374) | ||
Retained earnings | (6,706) | (8,687) | ||
Accumulated other comprehensive income | 0 | 0 | ||
Total shareholders’ equity | (27,080) | (29,061) | ||
Total liabilities and shareholders’ equity | (5,237) | (5,368) | ||
Scenario, Previously Reported [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 17,132 | 15,930 | $ 20,268 | $ 2,866 |
Trade accounts receivable, net | 47,504 | 44,955 | ||
Due from related parties | 32,671 | 28,327 | ||
Inventories, net | 31,473 | 28,965 | ||
Other current assets | 25,653 | 23,319 | ||
Total current assets | 154,433 | 141,496 | ||
Long term assets: | ||||
Property, plant and equipment, net | 108,237 | 103,980 | ||
Long term receivables from related parties | 3,392 | 4,220 | ||
Other long term assets | 5,734 | 6,195 | ||
Total long term assets | 117,363 | 114,395 | ||
Total assets | 271,796 | 255,891 | ||
Current liabilities: | ||||
Trade accounts payable | 35,780 | 33,493 | ||
Due to related parties | 3,588 | 1,456 | ||
Current portion of customer advances on uncompleted contracts | 12,048 | 5,782 | ||
Short-term debt and current portion of long term debt | 59,886 | 54,925 | ||
Note payable to shareholder | $ 80 | $ 80 | ||
Earnout Share Liability | ||||
Other current liabilities | $ 21,712 | $ 17,300 | ||
Total current liabilities | 133,094 | 113,036 | ||
Long term liabilities: | ||||
Warrant liability | 14,913 | 19,991 | ||
Earnout Share Liability | 0 | 0 | ||
Customer advances on uncompleted contracts | 6,767 | 8,333 | ||
Other long term liabilites | 0 | 0 | ||
Long term debt | 37,050 | 39,273 | ||
Total Long Term Liabilities | 58,730 | 67,597 | ||
Total liabilities | $ 191,824 | $ 180,633 | ||
COMMITMENTS AND CONTINGENCIES | ||||
Shareholders' equity | ||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2015 | $ 0 | $ 0 | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 24,801,132 and 24,801,132 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 2 | 2 | ||
Legal Reserves | 1,367 | 1,367 | ||
Additional paid-in capital | 46,514 | 46,514 | ||
Retained earnings | 48,687 | 38,806 | ||
Accumulated other comprehensive income | (16,598) | (11,431) | ||
Total shareholders’ equity | 79,972 | 75,258 | ||
Total liabilities and shareholders’ equity | $ 271,796 | $ 255,891 |
Correction of Misstatements a36
Correction of Misstatements and Errors (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Revenues: | ||
External customers | $ 38,100 | $ 34,858 |
Related parties | 13,943 | 12,983 |
Total operating revenues | 52,043 | 47,841 |
Cost of sales | 33,433 | 32,212 |
Gross profit | 18,610 | 15,629 |
Operating expenses | 10,608 | 7,772 |
Operating income | 8,002 | 7,857 |
Gain (Loss) on change in fair value of Earnout Shares | 1,981 | (5,311) |
Gain (loss) on change in fair value of warrant liability | 5,078 | (8,880) |
Non-operating income | 3,725 | 1,286 |
Interest expense | (2,152) | (1,973) |
Income (Loss) before taxes | 16,634 | (7,021) |
Income tax provision | 4,772 | 2,971 |
Net income (loss) | 11,862 | (9,992) |
Comprehensive income: | ||
Net income (loss) | 11,862 | (9,992) |
Foreign currency translation adjustments | (5,167) | (176) |
Total comprehensive income (loss) | $ 6,695 | $ (10,168) |
Basic income (loss) per share | $ 0.48 | $ (0.41) |
Diluted income (loss) per share | $ 0.42 | $ (0.41) |
Basic weighted average common shares outstanding | 24,801,132 | 24,242,315 |
Diluted weighted average common shares outstanding | 28,114,251 | 24,242,315 |
Scenario, Previously Reported [Member] | ||
Operating Revenues: | ||
External customers | $ 52,043 | $ 47,841 |
Related parties | 0 | 0 |
Total operating revenues | 52,043 | 47,841 |
Cost of sales | 34,861 | 33,245 |
Gross profit | 17,182 | 14,596 |
Operating expenses | 9,180 | 6,739 |
Operating income | 8,002 | 7,857 |
Gain (Loss) on change in fair value of Earnout Shares | 0 | 0 |
Gain (loss) on change in fair value of warrant liability | 5,078 | (8,880) |
Non-operating income | 3,725 | 1,286 |
Interest expense | (2,152) | (1,973) |
Income (Loss) before taxes | 14,653 | (1,710) |
Income tax provision | 4,772 | 2,971 |
Net income (loss) | 9,881 | (4,681) |
Comprehensive income: | ||
Net income (loss) | 9,881 | (4,681) |
Foreign currency translation adjustments | (5,167) | (176) |
Total comprehensive income (loss) | $ 4,714 | $ (4,857) |
Basic income (loss) per share | $ 0.40 | $ (0.19) |
Diluted income (loss) per share | $ 0.35 | $ (0.19) |
Basic weighted average common shares outstanding | 24,801,132 | 24,242,315 |
Diluted weighted average common shares outstanding | 28,114,251 | 24,242,315 |
Restatement Adjustment [Member] | ||
Operating Revenues: | ||
External customers | $ (13,943) | $ (12,983) |
Related parties | 13,943 | 12,983 |
Total operating revenues | 0 | 0 |
Cost of sales | (1,428) | (1,033) |
Gross profit | 1,428 | 1,033 |
Operating expenses | 1,428 | 1,033 |
Operating income | 0 | 0 |
Gain (Loss) on change in fair value of Earnout Shares | $ 1,981 | $ (5,311) |
Gain (loss) on change in fair value of warrant liability | ||
Non-operating income | ||
Interest expense | ||
Income (Loss) before taxes | $ 1,981 | $ (5,311) |
Income tax provision | ||
Net income (loss) | $ 1,981 | $ (5,311) |
Comprehensive income: | ||
Net income (loss) | 1,981 | (5,311) |
Foreign currency translation adjustments | 0 | 0 |
Total comprehensive income (loss) | $ 1,981 | $ 5,311 |
Basic income (loss) per share | $ 0.08 | $ (0.22) |
Diluted income (loss) per share | $ 0.07 | $ (0.22) |
Basic weighted average common shares outstanding | ||
Diluted weighted average common shares outstanding | 0 |
Correction of Misstatements a37
Correction of Misstatements and Errors (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 11,862 | $ (9,992) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 0 | 20 |
Depreciation and amortization | 2,501 | 1,952 |
Loss on disposition of assets | (9) | 0 |
Loss on change in fair value of derivative liability | (18) | (67) |
(Gain) loss on change in fair value of warrant liability | (5,078) | 8,880 |
(Gain) loss on change in fair value of earnout share liability | (1,981) | 5,311 |
Deferred income taxes | (157) | 548 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (5,099) | (3,792) |
Inventories | (4,928) | 1,480 |
Prepaid expenses and other current assets | 153 | (297) |
Other assets | (3,325) | (6,123) |
Trade accounts payable | 4,398 | (7,365) |
Customer advances on uncompleted contracts | 5,954 | 1,909 |
Related parties | (4,397) | (6,220) |
Other current liabilities | 5,463 | 2,375 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 5,339 | (11,381) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 255 | 59 |
Purchase of investments | (403) | (409) |
Acquisition of property and equipment | (4,769) | (1,185) |
CASH USED IN INVESTING ACTIVITIES | (4,917) | (1,535) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 22,255 | 23,229 |
Proceeds from the sale of common stock | 0 | 1,000 |
Repayments of debt | (21,767) | (16,530) |
Proceeds from merger | 0 | 22,519 |
CASH PROVIDED BY FINANCING ACTIVITIES | 488 | 30,218 |
Effect of exchange rate changes on cash and cash equivalents | 292 | 100 |
NET INCREASE IN CASH | 1,202 | 17,402 |
Cash - Beginning of period | 15,930 | 2,866 |
Cash - End of period | 17,132 | 20,268 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 1,385 | 1,469 |
Taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under capital lease | 9,100 | 55 |
Scenario, Previously Reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 9,881 | (4,681) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 20 | |
Depreciation and amortization | $ 2,501 | 1,952 |
Loss on disposition of assets | (9) | 0 |
Loss on change in fair value of derivative liability | (18) | (67) |
(Gain) loss on change in fair value of warrant liability | (5,078) | 8,880 |
(Gain) loss on change in fair value of earnout share liability | 0 | 0 |
Deferred income taxes | (157) | 548 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (6,008) | (4,436) |
Inventories | (4,928) | 1,480 |
Prepaid expenses and other current assets | 153 | (297) |
Other assets | (3,325) | (6,123) |
Trade accounts payable | 4,871 | (7,400) |
Customer advances on uncompleted contracts | 5,954 | 1,909 |
Related parties | (3,961) | (5,541) |
Other current liabilities | 5,463 | 2,375 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 5,339 | (11,381) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 49 | 59 |
Purchase of investments | (197) | (409) |
Acquisition of property and equipment | (4,769) | (1,185) |
CASH USED IN INVESTING ACTIVITIES | (4,917) | (1,535) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 22,255 | 23,229 |
Proceeds from the sale of common stock | 0 | 1,000 |
Repayments of debt | (21,767) | (16,530) |
Proceeds from merger | 0 | 22,519 |
CASH PROVIDED BY FINANCING ACTIVITIES | 488 | 30,218 |
Effect of exchange rate changes on cash and cash equivalents | 292 | 100 |
NET INCREASE IN CASH | 1,202 | 17,402 |
Cash - Beginning of period | 15,930 | 2,866 |
Cash - End of period | 17,132 | 20,268 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 1,385 | 1,469 |
Taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under capital lease | 9,100 | 55 |
Restatement Adjustment [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 1,981 | $ (5,311) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Provision for bad debts | ||
Depreciation and amortization | ||
Loss on disposition of assets | ||
Loss on change in fair value of derivative liability | ||
(Gain) loss on change in fair value of warrant liability | ||
(Gain) loss on change in fair value of earnout share liability | $ (1,981) | $ 5,311 |
Deferred income taxes | ||
Changes in operating assets and liabilities: | ||
Trade accounts receivable | $ 909 | $ 644 |
Inventories | ||
Prepaid expenses and other current assets | ||
Other assets | ||
Trade accounts payable | $ (473) | $ 35 |
Customer advances on uncompleted contracts | ||
Related parties | $ (436) | $ (679) |
Other current liabilities | ||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ 0 | $ 0 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 206 | |
Purchase of investments | (206) | |
Acquisition of property and equipment | ||
CASH USED IN INVESTING ACTIVITIES | $ 0 | $ 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | ||
Proceeds from the sale of common stock | ||
Repayments of debt | ||
Proceeds from merger | ||
CASH PROVIDED BY FINANCING ACTIVITIES | $ 0 | $ 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
NET INCREASE IN CASH | $ 0 | $ 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | ||
Taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under capital lease |
Correction of Misstatements a38
Correction of Misstatements and Errors (Details Textual) - $ / shares | 1 Months Ended | ||
Dec. 20, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Change in Accounting Estimate [Line Items] | |||
Weighted Average Number of Shares, Contingently Issuable | 3,000,000 | ||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | ||
Preferred Stock, Shares Issued | 0 | ||
Preferred Stock, Shares Outstanding | 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 | 24,801,132 | 24,801,132 | |
Common Stock, Shares, Outstanding | 24,801,132 | 24,801,132 |
Summary of significant accoun39
Summary of significant accounting policies (Details) | 3 Months Ended |
Mar. 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 accoun40
Summary of significant accounting policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Numerator for basic and diluted earnings per shares | ||
Net Income (loss) | $ 11,862 | $ (9,992) |
Denominator | ||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 24,801,132 | 24,242,315 |
Effect of dilutive warrants | 3,313,119 | 0 |
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 28,114,251 | 24,242,315 |
Basic earnings per ordinary share (in dollars per share) | $ 0.48 | $ (0.41) |
Diluted earnings per ordinary share (in dollars per share) | $ 0.42 | $ (0.41) |
Summary of significant accoun41
Summary of significant accounting policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 20, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 3,361,000 | $ 602,000 | |
Weighted Average Number of Shares Outstanding, Diluted | 28,114,251 | 24,242,315 | |
Shipping, Handling and Transportation Costs | $ 2,248,000 | $ 1,676,000 | |
Number Of Underlying Warrants And Options Exercised | 803,468 | ||
Shares Issued During Period Options And Underlying Warrants Exercised | 592,656 | ||
Warrants Issued Against Its Ordinary Shares | 9,200,000 | ||
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] | |||
Warrants Issued Against Its Ordinary Shares | 4,200,000 | ||
Insider Warrants [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrants Issued Against Its Ordinary Shares | 4,800,000 | ||
Working Capital Warrant [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 24,432 | $ 22,421 |
Work in process | 2,270 | 2,136 |
Finished goods | 2,589 | 2,158 |
Stores and spares | 2,288 | 2,371 |
Packing material | 165 | 171 |
Inventory Gross | 31,744 | 29,257 |
Less: inventory allowances | (271) | (292) |
Inventory Net | $ 31,473 | $ 28,965 |
Property, Plant and Equipment43
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 124,267 | $ 118,656 |
Accumulated depreciation and amortization | (31,339) | (31,646) |
Net value of property and equipment | 92,928 | 87,010 |
Land | 15,309 | 16,970 |
Total property, plant and equipment, net | 108,237 | 103,980 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 34,677 | 36,228 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 82,350 | 76,497 |
Office equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 4,327 | 2,868 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,309 | 1,412 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,604 | $ 1,651 |
Property, Plant and Equipment44
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Total | $ 2,501 | $ 1,952 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Long Term Debt [Line Items] | ||
Obligations under borrowing arrangements | $ 96,936 | $ 94,198 |
Less: Current portion of long-term debt and other current borrowings | 59,886 | 54,925 |
Long-term debt | $ 37,050 | $ 39,273 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Mar. 31, 2015USD ($) |
2,016 | $ 59,886 |
2,017 | 13,648 |
2,018 | 7,963 |
2,019 | 5,939 |
Thereafter | 9,499 |
Total | $ 96,936 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Instrument [Line Items] | ||
Proceeds from debt | $ 22,255 | $ 23,229 |
Repayments of debt | $ 21,767 | $ 16,530 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Long Term Debt [Line Items] | ||||
Borrowings under Guaranteed Investment Agreements | $ 96,936 | |||
Line of Credit Facility, Interest Rate Description | The floating interest rates on the revolving notes are between DTF+6% and DTF+7%. DTF is the primary measure of interest rates in Colombia. | |||
Long-term Line of Credit | $ 202 | $ 375 | ||
Interest Expense, Debt | 2,152 | $ 1,973 | ||
Capital Leased Assets, Gross | 9,100 | $ 55 | ||
Other Long Term Assets [Member] | ||||
Long Term Debt [Line Items] | ||||
Long-term Line of Credit | $ 25,140 | 26,856 | ||
Revolving Lines Of Credit [Member] | ||||
Long Term Debt [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,700 | |||
Secured Debt [Member] | Other Noncurrent Assets [Member] | ||||
Long Term Debt [Line Items] | ||||
Debt Instrument, Collateral Amount | 404 | 435 | ||
Secured Debt [Member] | Property, Plant and Equipment [Member] | ||||
Long Term Debt [Line Items] | ||||
Debt Instrument, Collateral Amount | $ 7,194 | $ 7,362 | ||
Maximum [Member] | ||||
Long Term Debt [Line Items] | ||||
Debt Instrument, Term | 15 years | |||
Debt Instrument, Interest Rate, Effective Percentage | 12.03% | |||
Minimum [Member] | ||||
Long Term Debt [Line Items] | ||||
Debt Instrument, Term | 6 months | |||
Debt Instrument, Interest Rate, Effective Percentage | 2.90% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2015 [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 39.00% |
Tax Year 2015 [Member] | Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
Tax Year 2015 [Member] | CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2015 [Member] | CREE Surtax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 5.00% |
Tax Year 2016 [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 40.00% |
Tax Year 2016 [Member] | Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
Tax Year 2016 [Member] | CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2016 [Member] | CREE Surtax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 6.00% |
Tax Year 2017 [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 42.00% |
Tax Year 2017 [Member] | Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
Tax Year 2017 [Member] | CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2017 [Member] | CREE Surtax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 8.00% |
Tax Year 2018 [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 43.00% |
Tax Year 2018 [Member] | Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
Tax Year 2018 [Member] | CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2018 [Member] | CREE Surtax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2019 [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 34.00% |
Tax Year 2019 [Member] | Income Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 25.00% |
Tax Year 2019 [Member] | CREE Tax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 9.00% |
Tax Year 2019 [Member] | CREE Surtax [Member] | |
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Current income tax | ||
Foreign | $ 4,929 | $ 2,423 |
Deferred income tax | ||
Foreign | (157) | 548 |
Total Provision for Income tax | $ 4,772 | $ 2,971 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Change in fair value of warrant liability | $ (5,078) | $ 8,880 |
Change in fair value of earnout shares liability | (1,980) | 4,544 |
Total non-cash, nontaxable effects of changes in fair value of liabilities | $ (7,058) | $ 13,424 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 39.00% | |
Scenario, Previously Reported [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
CREE Tax [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 9.00% | |
Income Tax [Member] | ||
Income Tax [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | $ 0 | $ 0 |
Interest Rate Swap Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | 0 | 0 |
Interest Rate Swap Derivative Liability | 107 | 134 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | 14,913 | 19,991 |
Earnout shares liability | 27,080 | 29,061 |
Interest Rate Swap Derivative Liability | $ 0 | $ 0 |
Segment and Geographic Inform54
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | $ 38,100 | $ 34,858 |
Colombia | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 17,382 | 20,955 |
United States | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 31,678 | 21,867 |
Panama | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | 1,468 | 4,415 |
Other | ||
Segment Reporting [Line Items] | ||
Sales Revenue, Goods, Net, Total | $ 1,515 | $ 604 |
Earnout Share Liability (Rest55
Earnout Share Liability (Restated) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair value adjustment - three months ended March 31, 2015 | $ (1,981) | $ 5,311 |
Level 3 [Member] | ||
Balance - December 31, 2014 | 29,061 | |
Fair value adjustment - three months ended March 31, 2015 | (1,981) | |
Balance - March 31, 2015 | $ 27,080 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock Price | $ 9.30 | $ 10.15 |
Risk-free rate | 0.56% | 0.67% |
Expected Term | 1 year 8 months 19 days | 1 year 11 months 19 days |
Expected Volatility | 32.77% | 33.62% |
Warrant Liability (Details 1)
Warrant Liability (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Warrant liability [Line Items] | |
Balance - December 31, 2014 | $ 19,991 |
Fair value adjustment | (5,078) |
Balance - March 31, 2015 | $ 14,913 |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - shares | 1 Months Ended | ||
Jun. 16, 2014 | Dec. 20, 2013 | Mar. 31, 2015 | |
Warrant liability [Line Items] | |||
Warrants Issued Against Its Ordinary Shares | 9,200,000 | ||
Warrants Exercised By Investors | 102,570 | ||
Class of Warrant or Right, Outstanding | 9,097,430 | ||
Convertible Notes Payable [Member] | |||
Warrant liability [Line Items] | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | ||
IPO [Member] | |||
Warrant liability [Line Items] | |||
Warrants Issued Against Its Ordinary Shares | 4,200,000 | ||
Private Placement [Member] | |||
Warrant liability [Line Items] | |||
Warrants Issued Against Its Ordinary Shares | 4,800,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Revenues | ||||
Sales Revenue | $ 13,943 | $ 12,983 | ||
Expenses | ||||
Fees paid to Directors and Officers | 389 | 117 | ||
Paid to other related parties | [1] | 581 | 128 | |
Current Assets | ||||
Due from Related Parties, Current | 33,542 | $ 28,564 | ||
Long term payment agreement from VS | 3,392 | 4,220 | ||
Liabilities | ||||
Due to related parties | 4,040 | 1,999 | ||
ES Windows LLC [Member] | ||||
Revenues | ||||
Sales Revenue | 11,871 | 8,513 | ||
Current Assets | ||||
Due From Related Parties | 18,853 | 13,814 | ||
Ventanas Solar S.A. [Member] | ||||
Revenues | ||||
Sales Revenue | 1,046 | 3,665 | ||
Current Assets | ||||
Due From Related Parties | 7,654 | 7,979 | ||
Union Temporal ESW [Member] | ||||
Current Assets | ||||
Due From Related Parties | 2,103 | 2,000 | ||
A Construir S.A. [Member] | ||||
Liabilities | ||||
Due to A Construir S.A. | (2,424) | (995) | ||
Related Parties,Other [Member] | ||||
Revenues | ||||
Sales Revenue | 1,026 | $ 805 | ||
Current Assets | ||||
Due from other related parties | 4,932 | 4,771 | ||
Liabilities | ||||
Due to other related parties | $ (1,616) | $ (1,004) | ||
[1] | Payments to other related parties in 2015 and 2014 consist primarily of donations to Fundación Tecnoglass and sales commissions. |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | |
Ventanas Solar [Member] | |||
Related Party Transactions [Line Items] | |||
Trade Receivables Held-for-sale, Reconciliation to Cash Flow, Deductions from Held-for-sale | $ 6,600 | ||
Debt Instrument, Description of Variable Rate Basis | Libor + 4.7% | ||
Santa Maria Del Mar SA [Member] | |||
Related Party Transactions [Line Items] | |||
Guarantor Obligations, Current Carrying Value | $ 163 | ||
Company Foundation [Member] | |||
Related Party Transactions [Line Items] | |||
Guarantor Obligations, Current Carrying Value | $ 300 | ||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 300 | ||
ESW LLC [Member] | |||
Related Party Transactions [Line Items] | |||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 3,920 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Textual) - A. Lorne Weil [Member] - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||
Notes Payable | $ 150 | ||
Loans Unpaid Amount | $ 80 | $ 80 | |
Loans Paid Amount | $ 70 |
Derivative Financial Instrume62
Derivative Financial Instruments (Details Textual) $ in Thousands | Mar. 31, 2015USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Fair Value, Gross Liability | $ 107 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - $ / shares | Apr. 14, 2015 | Mar. 31, 2015 |
Subsequent Event [Line Items] | ||
Subscription Agreement With Affiliate, Number Shares Issued | 500,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrants Exchange Conversion Ratio Description | three warrants in exchange for one ordinary share | |
Subsequent Event [Member] | Quarterly Basis [Member] | ||
Subsequent Event [Line Items] | ||
Dividends Payable, Amount Per Share | $ 0.125 | |
Subsequent Event [Member] | Annual Basis [Member] | ||
Subsequent Event [Line Items] | ||
Dividends Payable, Amount Per Share | $ 0.50 |