Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | true | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TGLS | |
Entity Common Stock, Shares Outstanding | 26,914,764 | |
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. 1 (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (the “Original Filing”) to correct misstatements and errors in the Company’s previously issued financial statements for the nine months ended September 30, 2015. In preparing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company identified eight 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 and adequate identification of certain related parties as such, (5) in the classification of purchases and sales of investments in the consolidated statements of cash flows, (6) in the calculation of diluted earnings per share, (7) in the Company’s conclusion on certain variable interest entities and (8) in the way the Company had accounted for the fair value of the Company’s warrants exercised for ordinary shares during the third and fourth quarter of 2015. 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- and nine-month periods ended September 30, 2015 and 2014 are included in this Amendment No. 1 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 | Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 16,871 | $ 15,930 | |
Trade accounts receivable, net | [1] | 49,004 | 44,718 |
Due from related parties | [1] | 31,991 | 28,564 |
Inventories, net | 39,609 | 28,965 | |
Other current assets | [2] | 18,746 | 17,946 |
Total current assets | 156,221 | 136,123 | |
Long term assets: | |||
Property, plant and equipment, net | 127,693 | 103,980 | |
Long term receivables from related parties | 2,536 | 4,220 | |
Other long term assets | [2] | 5,037 | 6,200 |
Total long term assets | 135,266 | 114,400 | |
Total assets | 291,487 | 250,523 | |
Current liabilities: | |||
Trade accounts payable | [1] | 43,035 | 32,950 |
Due to related parties | [1] | 1,713 | 1,999 |
Current portion of customer advances on uncompleted contracts | 6,423 | 5,782 | |
Short-term debt and current portion of long term debt | 67,651 | 54,925 | |
Note payable to shareholder | 79 | 80 | |
Earnout Share Liability | [3] | 13,657 | 5,075 |
Other current liabilities | [2] | 18,344 | 11,932 |
Total current liabilities | 150,902 | 112,743 | |
Long term liabilities: | |||
Warrant liability | 34,450 | 19,991 | |
Earnout Share Liability | [3] | 19,830 | 23,986 |
Customer advances on uncompleted contracts | 8,891 | 8,333 | |
Other Long term liabilities | 100 | 0 | |
Long term debt | 49,113 | 39,273 | |
Total long term liabilities | 112,384 | 91,583 | |
Total liabilities | $ 263,286 | $ 204,326 | |
COMMITMENTS AND CONTINGENCIES | |||
Shareholders' equity | |||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 0 | $ 0 | |
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 3 | 2 | |
Legal Reserves | 1,367 | 1,367 | |
Additional paid-in capital | [3],[4] | 38,907 | 26,140 |
Retained earnings | [3],[4] | 19,043 | 30,119 |
Accumulated other comprehensive loss | (31,119) | (11,431) | |
Total shareholders’ equity | 28,201 | 46,197 | |
Total liabilities and shareholders’ equity | $ 291,487 | $ 250,523 | |
[1] | Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. | ||
[2] | 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. 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 September 30, 2015 and December 31, 2014. | ||
[3] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | ||
[4] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Shares, Issued | 25,833,210 | 24,801,132 |
Ordinary shares, Shares, Outstanding | 25,833,210 | 24,801,132 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating Revenues: | |||||
Customers | [1] | $ 47,148 | $ 42,416 | $ 131,078 | $ 115,317 |
Related Parties | [1] | 15,744 | 11,037 | 41,910 | 37,913 |
Total operating revenues | 62,892 | 53,453 | 172,988 | 153,230 | |
Cost of sales | [2] | 39,186 | 35,803 | 109,798 | 101,974 |
Gross Profit | 23,706 | 17,650 | 63,190 | 51,256 | |
Operating expenses | [2] | 12,890 | 10,000 | 35,064 | 27,330 |
Operating income | 10,816 | 7,650 | 28,126 | 23,926 | |
(Loss) Gain on change in fair value or Earnout Share Liability | [3] | (2,519) | 1,861 | (10,191) | (9,897) |
(Loss) Gain on change in fair value of warrant liability | [4] | (10,148) | 6,756 | (21,461) | (6,769) |
Non-operating revenues, net | 10,744 | 1,003 | 15,886 | 3,480 | |
Interest expense | (2,307) | (2,380) | (6,509) | (6,647) | |
Income before taxes | 6,586 | 14,890 | 5,851 | 4,093 | |
Income tax provision | 8,524 | 1,770 | 16,927 | 7,004 | |
Net income | (1,938) | 13,120 | (11,076) | (2,911) | |
Comprehensive (loss) income: | |||||
Net income | (1,938) | 13,120 | (11,076) | (2,911) | |
Foreign currency translation adjustments | (14,111) | (6,680) | (19,688) | (3,971) | |
Total comprehensive (loss) income | $ (16,049) | $ 6,440 | $ (30,764) | $ (6,882) | |
Basic income per share (in dollars per share) | $ (0.08) | $ 0.54 | $ (0.44) | $ (0.12) | |
Diluted income per share (in dollars per share) | $ (0.08) | $ 0.46 | $ (0.44) | $ (0.12) | |
Basic weighted average common shares outstanding (in shares) | 25,426,250 | 24,364,014 | 25,127,179 | 24,306,288 | |
Diluted weighted average common shares outstanding (in shares) | 30,825,331 | 28,637,166 | 29,734,663 | 28,261,268 | |
[1] | Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. | ||||
[2] | Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the condensed consolidated statements of operations and comprehensive income for the three- and nine-month periods ended September 30, 2015 and 2014. | ||||
[3] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | ||||
[4] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (11,076) | $ (2,911) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Provision for bad debts | 1,210 | 21 | |
Provision for obsolete inventory | (265) | 0 | |
Depreciation and amortization | 8,331 | 7,777 | |
Equity method income | 162 | 0 | |
Change in value of derivative liability | (57) | 89 | |
Change in value of Earnout share liability | [1] | 10,191 | 9,897 |
Change in fair value of warrant liability | [2] | 21,461 | 6,769 |
Deferred income taxes | (1,058) | 352 | |
Changes in operating assets and liabilities: | |||
Trade accounts receivables | (18,429) | (10,263) | |
Inventories | (21,129) | (3,535) | |
Prepaid expenses | 360 | 0 | |
Other assets | (5,849) | (11,989) | |
Trade accounts payable | 20,566 | 4,311 | |
Advances from customers | 5,324 | (12,388) | |
Related parties, net | (10,766) | (8,333) | |
Other current liabilities | 11,266 | 6,051 | |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,242 | (14,152) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from sale of investments | 376 | 368 | |
Proceeds from sale of property and equipment | 143 | 0 | |
Purchase of investments | (1,444) | (1,028) | |
Acquisition of property and equipment | (18,228) | (24,918) | |
Restricted cash | 0 | 3,605 | |
CASH USED IN INVESTING ACTIVITIES | (19,153) | (21,973) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from debt | 79,608 | 88,370 | |
Proceeds from the sale of common stock | 0 | 1,000 | |
Repayments of debt | (72,461) | (62,013) | |
Merger proceeds held in trust | 0 | 22,519 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 7,147 | 49,876 | |
Effect of exchange rate changes on cash and cash equivalents | 2,705 | 1,127 | |
NET INCREASE IN CASH | 941 | 14,878 | |
CASH - Beginning of period | 15,930 | 2,866 | |
CASH - End of period | 16,871 | 17,744 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid during the period for Interest | 4,778 | 4,031 | |
Cash paid during the period for Income Tax | 11,938 | 7,785 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Assets acquired under capital lease | 44,624 | 3,152 | |
Warrant procedes held by trasner agent | $ 0 | $ 741 | |
[1] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | ||
[2] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Organization, Plan of Business
Organization, Plan of Business Operation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization, Plan of Business Operation Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s objective was to acquire, through a merger, share exchange, asset acquisition, share purchase recapitalization, reorganization or other similar business combination, one or more operating businesses. On December 20, 2013, Andina consummated a merger transaction (the “Merger”) with Tecno Corporation (“Tecnoglass Holding”) as ultimate parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. ES. Windows (“ES”). The surviving entity was renamed Tecnoglass Inc. The Merger transaction was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. Accordingly, the business of Tecnoglass Holding and its subsidiaries became our business. We are now a holding company operating through our direct and indirect subsidiaries. The Company manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating façades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports about half of its production to foreign countries. TG manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. ES designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. |
Correction of Misstatements and
Correction of Misstatements and Errors | 9 Months Ended |
Sep. 30, 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 eight non-cash errors: (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 adequate identification of certain related parties as such, (5) in the classification of purchases and sales of investments in the consolidated statements of cash flows, (6) in the calculation of diluted earnings per share, (7) in the Company’s conclusion on certain variable interest entities and (8) in the way the Company had accounted for the fair value of the Company’s warrants exercised for ordinary shares during the third and fourth quarter of 2015. 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. 1 (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. 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 September 30, 2015 and December 31, 2014. Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 1. (c) Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the condensed consolidated statements of operations and comprehensive income for the three- and nine-month periods ended September 30, 2015 and 2014. Correction of this error will affect the condensed consolidated financial statements in this Amendment No. 1. (d) Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. (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 amounting to $ 126 (f) Earnings per share In previously filed financial statement for the three- and nine-month periods ended September 31, 2015 and 2014, the Company presented a diluted weighted average number of common shares outstanding for the calculation of diluted earnings per share that did not include the dilutive effect of earnout shares contingently issuable upon achievement of certain specified EBITDA or ordinary share price targets. This correction resulted in the inclusion of 1,000,000 13.00 (g) 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. (h) Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. Condensed Consolidated Balance Sheets September 30, 2015 December 31, 2014 As reported Adjustment as Restated As reported Adjustment as Restated Reference ASSETS Current assets: Cash and cash equivalents 16,871 16,871 15,930 15,930 Trade accounts receivable, net 49,380 (376) 49,004 44,955 (237) 44,718 d Due from related parties 31,615 376 31,991 28,327 237 28,564 d Inventories, net 39,609 39,609 28,965 28,965 Other current assets 22,089 (3,343) 18,746 23,319 (5,373) 17,946 b Total current assets 159,564 -3,343 156,221 141,496 -5,373 136,123 Long term assets: Property, plant and equipment, net 127,693 127,693 103,980 103,980 Long term receivables from related parties 2,536 2,536 4,220 4,220 Other long term assets 5,037 5,037 6,195 5 6,200 b Total long term assets 135,266 - 135,266 114,395 5 114,400 Total assets 294,830 (3,343) 291,487 255,891 -5,368 250,523 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Trade accounts payable 43,258 (223) 43,035 33,493 (543) 32,950 d Due to related parties 1,490 223 1,713 1,456 543 1,999 d Current portion of customer advances on uncompleted contracts 6,423 6,423 5,782 5,782 Short-term debt and current portion of long term debt 67,651 67,651 54,925 54,925 Note payable to shareholder 79 79 80 80 Earnout Share Liability - 13,657 13,657 5,075 5,075 a Other current liabilities 21,787 (3,443) 18,344 17,300 (5,368) 11,932 b Total current liabilities 140,688 10,214 150,902 113,036 (293) 112,743 Long term liabilities: Warrant liability 34,450 34,450 19,991 19,991 Earnout Share Liability 19,830 19,830 - 23,986 23,986 a Customer advances on uncompleted contracts 8,891 8,891 8,333 8,333 Other Long term liabilities 100 100 - b Long term debt 49,113 49,113 39,273 39,273 Total long term liabilities 92,454 19,930 112,384 67,597 23,986 91,583 Total liabilities 233,142 30,144 263,286 180,633 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 September 30, 2015 and December 31, 2014, respectively - - - - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively 3 3 2 2 Legal Reserves 1,367 1,367 1,367 1,367 Additional paid-in capital 46,514 (7,607) 38,907 46,514 (20,374) 26,140 a, h Retained earnings 44,923 (25,880) 19,043 38,806 (8,687) 30,119 a, h Accumulated other comprehensive loss (31,119) - (31,119) (11,431) - (11,431) Total shareholders’ equity 61,688 -33,487 28,201 75,258 -29,061 46,197 Total liabilities and shareholders’ equity 294,830 -3,343 291,487 255,891 -5,368 250,523 Three months ended September 30, 2015 Three months ended September 30, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: Customers 47,261 (113) 47,148 42,889 (473) 42,416 d Related Parties 15,631 113 15,744 10,564 473 11,037 d Total operating revenues 62,892 - 62,892 53,453 - 53,453 Cost of sales 41,166 (1,980) 39,186 37,008 (1,205) 35,803 c Gross Profit 21,726 1,980 23,706 16,445 1,205 17,650 Operating expenses 10,910 1,980 12,890 8,795 1,205 10,000 c Operating income 10,816 - 10,816 7,650 - 7,650 (Loss) Gain on change in fair value or Earnout Share Liabilities - (2,519) (2,519) - 1,861 1,861 a (Loss) Gain on change in fair value of warrant liability (3,146) (7,002) (10,148) 6,756 6,756 h Non-operating revenues, net 10,744 10,744 1,003 1,003 Interest expense (2,307) (2,307) (2,380) (2,380) Income before taxes 16,107 (9,521) 6,586 13,029 1,861 14,890 Income tax provision 8,524 8,524 1,770 1,770 Net income 7,583 (9,521) (1,938) 11,259 1,861 13,120 Comprehensive (loss) income: Net income 7,583 (9,521) (1,938) 11,259 1,861 13,120 Foreign currency translation adjustments (14,111) (14,111) (6,680) (6,680) Total comprehensive (loss) income (6,528) (9,521) (16,049) 4,579 1,861 6,440 Basic income per share 0.30 (0.37) (0.08) 0.46 0.08 0.54 Diluted income per share 0.25 (0.33) (0.08) 0.40 0.06 0.46 Basic weighted average common shares outstanding 25,426,250 25,426,250 24,364,014 24,364,014 Diluted weighted average common shares outstanding 29,825,331 1,000,000 30,825,331 28,137,166 500,000 28,637,166 Nine months ended September 30, 2015 Nine months ended September 30, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: Customers 132,355 (1,277) 131,078 117,164 (1,847) 115,317 d Related Parties 40,633 1,277 41,910 36,066 1,847 37,913 d Total operating revenues 172,988 - 172,988 153,230 - 153,230 Cost of sales 115,082 (5,284) 109,798 105,540 (3,566) 101,974 c Gross Profit 57,906 5,284 63,190 47,690 3,566 51,256 Operating expenses 29,780 5,284 35,064 23,764 3,566 27,330 c Operating income 28,126 - 28,126 23,926 - 23,926 Loss on change in fair value or Earnout Share Liabilities - (10,191) (10,191) - (9,897) (9,897) a Loss on change in fair value of warrant liability (14,459) (7,002) (21,461) (6,769) (6,769) h Non-operating revenues, net 15,886 15,886 3,480 3,480 Interest expense (6,509) (6,509) (6,647) (6,647) Income before taxes 23,044 (17,193) 5,851 13,990 (9,897) 4,093 Income tax provision 16,927 16,927 7,004 7,004 Net income 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Comprehensive (loss) income: Net income 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Foreign currency translation adjustments (19,688) (19,688) (3,971) (3,971) Total comprehensive (loss) income (13,571) (17,193) (30,764) 3,015 (9,897) (6,882) Basic income per share 0.24 (0.68) (0.44) 0.29 (0.41) (0.12) Diluted income per share 0.21 (0.65) (0.44) 0.25 (0.37) (0.12) Basic weighted average common shares outstanding 25,426,250 25,426,250 24,306,288 24,306,288 Diluted weighted average common shares outstanding 28,734,663 1,000,000 29,734,663 27,761,268 500,000 28,261,268 Condensed Consolidated Statement of Cash Flows 2015 2014 As reported Adjustment Restated As reported Adjustment Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net loss 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: - - Provision for bad debts 1,210 1,210 21 21 Provision for obsolete inventory (265) (265) - - Depreciation and amortization 8,331 8,331 7,777 7,777 Equity method income 162 162 - - Change in value of derivative liability (57) (57) 89 89 Change in value of Earnout share liability - 10,191 10,191 - 9,897 9,897 a Change in fair value of warrant liability 14,459 7,002 21,461 6,769 6,769 g Deferred income taxes (1,058) (1,058) 352 352 Changes in operating assets and liabilities: Trade accounts receivables (18,869) 440 (18,429) (10,710) 447 (10,263) d Inventories (21,129) (21,129) (3,535) (3,535) Prepaid expenses 360 360 - - Other assets (5,849) (5,849) (11,989) (11,989) Accounts payable and accrued expenses 20,830 (264) 20,566 4,344 (33) 4,311 d Advances from customers 5,324 5,324 (12,388) (12,388) Related parties, net (10,590) (176) (10,766) (7,919) (414) (8,333) d Other current liabilities 11,266 11,266 6,051 6,051 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 10,242 10,242 (14,152) (14,152) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 250 126 376 368 368 e Proceeds from sale of property and equipment 143 143 - - Purchase of investments (1,318) (126) (1,444) (1,028) (1,028) e Acquisition of property and equipment (18,228) (18,228) (24,918) (24,918) Restricted cash - - 3,605 3,605 CASH USED IN INVESTING ACTIVITIES (19,153) (19,153) (21,973) (21,973) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 79,608 79,608 88,370 88,370 Proceeds from the sale of common stock - - 1,000 1,000 Proceeds from the exercise of warrants - - - - Repayments of debt (72,461) (72,461) (62,013) (62,013) Merger proceeds held in trust - - 22,519 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 7,147 - 7,147 49,876 - 49,876 Effect of exchange rate changes on cash and cash equivalents 2,705 - 2,705 1,127 - 1,127 NET INCREASE IN CASH 941 - 941 14,878 - 14,878 CASH - Beginning of period 15,930 - 15,930 2,866 - 2,866 CASH - End of period 16,871 - 16,871 17,744 - 17,744 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest 4,778 - 4,778 4,031 - 4,031 Income Tax 11,938 - 11,938 7,785 - 7,785 NON-CASH INVESTING AND FINANCING ACTIVITIES: Assets acquired under capital lease 44,624 - 44,624 3,152 - 3,152 Warrant procedes held by transfer agent - - - 741 - 741 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of significant accounting policies The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the SEC for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants, 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 earnout share liability and warrant liability further discussed below in this note and Note 10 and 11. The condensed consolidated financial statements are presented in United States Dollars, the reporting currency. The functional currency of the Company’s operations in Colombia is the Colombian Peso. The condensed consolidated financial statements of the Company’s foreign operations are prepared in the functional currency. The Statements of Operations and Comprehensive (Loss) Income prepared in the functional currency are translated into the reporting currency using average exchange rates for the respective periods. Assets and liabilities on the condensed consolidated Balance Sheets are translated into the reporting currency using rates of exchange at the end of the period and the related translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity in the condensed consolidated balance sheet. Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. 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 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. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 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. Warrant liability (Restated) 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. In prior financial statements for the three- and nine- month periods ended September 30, 2015, the Company recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss as a component of the total change in the fair value of the warrant liability. Correcting the accounting for the fair value of exercised warrants resulted in a loss of $ 7,002 Unit Purchase Options The Unit Purchase Options (“UPOs”) are derivative contracts in the entity’s own equity in accordance with guidance in ASC 815-40, paragraphs 15-5 through 15-8 and are not accounted for as assets or liabilities requiring fair value estimates for the derivative contract in each reporting period. The Company accounted for issued UPOs, at issuance date in March 2012, at their fair market value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecno LLC and Tecno RE are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 3,773,152 period ended September 30, 2014. The calculation of diluted earnings per share for the three excludes the effect of 5,399,081 4,607,484 3,454,980 . Earnings per share here presented differ from previously reported earnings per share as net income changed as explained in Note 2. Correction of Misstatements and Errors. (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net (Loss) Income $ (1,938) $ 13,120 $ (11,076) $ (2,911) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants, unit purchase options and contingently issuable shares 5,399,081 4,273,152 4,607,484 3,954,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 30,825,331 28,637,166 29,734,663 28,261,268 Basic earnings per ordinary share $ (0.08) $ 0.54 $ (0.44) $ (0.12) Diluted earnings per ordinary share $ (0.08) $ 0.46 $ (0.44) $ (0.12) 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 Colombia. During the three months ended September 30, 2015 and 2014, the Company recorded net gains from foreign currency transactions of $ 8.1 0.1 11.5 1.5 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 nine-month periods ended September 30, 2015 and 2014 were $ 8,206 5,801 In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers Deferral of the Effective Date.” ASU 2015-14 defers the effective date of Update 2014-09 for all entities by one year. Early adoption is permitted. Below is the description of ASU 2014-09 which the Company is currently evaluating. In September 25, 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. Early adoption is permitted. The Company early adopted ASU 2015-16 and the impact on prior year is included in note 18. 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 | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4. - Inventories, net (In thousands) September 30, December 31, 2015 2014 Raw materials $ 30,255 $ 22,421 Work in process 4,067 2,136 Finished goods 2,592 2,158 Stores and spares 2,585 2,371 Packing material 110 171 Total Inventories 39,609 29,257 Less: inventory allowances - (292) Total inventories, net $ 39,609 $ 28,965 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5. Property, Plant and Equipment, Net (In thousands) September 30, December 31, 2015 2014 Land $ 19,307 $ 16,970 Building 40,022 36,228 Machinery and equipment 90,738 76,497 Office equipment and software 4,013 2,868 Vehicles 1,401 1,412 Furniture and fixtures 1,392 1,651 Total property, plant and equipment 156,873 135,626 Accumulated depreciation and amortization (29,180) (31,646) Total property, plant and equipment, net $ 127,693 $ 103,980 Depreciation and amortization expense, inclusive of capital lease amortization, for the three-month period ended September 30, 2015 and 2014 was $ 3.0 2.8 8.3 7.8 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6. Long-Term Debt At September 30, 2015, the Company owed approximately $ 116.8 15 2.8 14.7 The mortgage loan from TD Bank N.A. for real property acquired in December 2014 by Tecno RE includes covenant requirements that the Company has to maintain debt service coverage ratio to be evaluated for the first time at December 31, 2015 and annually thereafter as well a loan to value ratio evaluation from time to time by the bank. The Company had various lines of credit amounting to $ 30.8 26.8 5.9 7.4 0.3 0.4 (in thousands) September 30, December 31, 2015 2014 Obligations under borrowing arrangements $ 116,764 $ 94,198 Less: Current portion of long-term debt and other current borrowings (67,651) (54,925) Long-term debt $ 49,113 $ 39,273 12 months ending September 30, 2016 $ 67,651 2017 16,114 2018 10,148 2019 10,055 Thereafter 12,796 Total $ 116,764 Revolving Lines of Credit The Company has approximately $ 7.1 6.7 0.4 The Company had $ 7,186 7,362 402 435 48,056 26,856 Proceeds from debt and repayments of debt for the nine months ended September 30, 2015 and 2014 are as follows: (in thousands) 2015 2014 Proceeds from debt $ 79,608 $ 88,370 Repayments of debt $ 72,461 $ 62,013 The Company acquired assets under capital leases for the nine months ended September 30, 2015 and 2014 for $ 44.6 3.1 Interest expense for the nine-month periods ended September 30, 2015 and 2014 was $ 6.5 6.6 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income Taxes The Company files income tax returns for TG and ES in the Republic of Colombia. Colombia’s Tax Statute was reformed on December 23, 2014. A general corporate income Tax Rate applies at 25 9 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Current income tax Foreign $ 8,728 $ 2,086 $ 17,985 $ 6,652 Deferred income tax Foreign (204) (316) (1,058) 352 Total Provision for Income tax $ 8,524 $ 1,770 $ 16,927 $ 7,004 Effective tax rate 129 % 12 % 289 % 171 % Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Change in fair value of warrant liability 10,148 -6,756 21,461 6,769 Change in fair value of earnout shares liability 2,519 -1,861 10,191 9,897 Total non-cash, nontaxable effects of changes in fair value of liabilities 12,667 -8,617 31,652 16,666 In addition, the Company’s statutory tax rate increased from 34 39 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined by the lowest level inputs that are significant to the fair value measurement. Significant Quotes Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 34,450 Earnout shares liability $ - $ - $ 33,487 Interest Rate Swap Derivative Liability $ - $ 55 $ - Long term debt $ - $ 53,671 $ - Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of December 31, 2014: Quotes Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 19,991 Earnout shares liability $ - $ - $ 29,061 Interest Rate Swap Derivative Liability $ - $ 134 $ - Long term debt $ - $ 43,266 $ - |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 9. Segment and Geographic Information The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window products sold to the construction industry. (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Colombia 17,591 22,353 56,842 65,105 United States 42,942 26,812 107,964 74,720 Panama 2,000 2,649 4,823 10,482 Other 359 1,639 3,359 2,923 Total 62,892 53,453 172,988 153,230 |
Earnout Share Liability (Restat
Earnout Share Liability (Restated) | 9 Months Ended |
Sep. 30, 2015 | |
Earnout Share Liability Restated [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 - six months ended June 30, 2015 7,672 Reclassification to Additional Paid-In Capital on release of 2014 Earnout shares -5,765 Balance - June 30, 2015 30,968 Fair value adjustment - three months ended September 30, 2015 2,519 Balance - September 30, 2015 $ 33,487 |
Warrant Liability (Restated)
Warrant Liability (Restated) | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liability [Abstract] | |
Warrant Liability [Text Block] | Note 11. Warrant Liability (Restated) Prior to the Merger on December 20, 2013 the Company issued an aggregate of 9,200,000 4,200,000 4,800,000 200,000 1,382,217 7,817,783 The fair value of the warrant liability was determined by the Company using the Binomial Lattice pricing model. This model is dependent upon several variables such as the instrument’s expected term, expected strike price, expected risk-free interest rate over the expected instrument term, the expected dividend yield rate over the expected instrument term and the expected volatility of the Company’s stock price over the expected term. The expected term represents the period of time that the instruments granted are expected to be outstanding. The expected strike price is based upon a weighted average probability analysis of the strike price changes expected during the term because of the down round protection. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected terms of the options at the date of valuation. Expected dividend yield is based on historical trends. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly traded companies. September 30, 2015 December 31, 2014 Stock Price $ 13.72 $ 10.15 Dividend Yield (per quarter per share) $ 0.125 N/A Risk-free rate 0.33 % 0.67 % Expected Term (years) 1.22 1.97 Expected Volatility 35.00 % 33.62 % Balance - December 31, 2014 $ 19,991 Fair value adjustment - six months ended June 30, 2015 11,313 Balance - June 30, 2015 31,304 Fair value adjustment - three months ended September 30, 2015 3,146 Balance - September 30, 2015 $ 34,450 The Company’s equity warrants are exercisable by the warrant holder in either of two modes: (i) by making a cash payment at the exercise price and receiving ordinary shares (“cash exercise”), or (ii) by applying a formula in the warrant agreement that is based on the market price of the shares on the NASDAQ market in order to receive ordinary shares for the warrant with no cash payment (“cashless exercise”). Of 1,382,217 102,570 1,279,647 14.1 532,078 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. The Company recorded $ 2,600 4,212 7,003 Number Average Fair Opening balance as of January 1, 2015 9,097,430 $ 2.20 $ 19,991 Balance as of June 30, 2015 9,097,430 $ 3.44 $ 31,304 Change in fair value to the date of cashless exercise charged to income statement 1,279,647 $ 2.03 $ 2,600 Fair value of exercised warrants credited to shareholders equity 1,279,647 $ 5.47 $ (7,003) Change in fair value of unexercised warrants remaining at September 30, 2015 7,817,783 $ 0.97 $ 7,548 Closing balance as of September 30, 2015 7,817,783 $ 4.41 $ 34,450 Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants for the three-month period ended September 30, 2015 $ 3,145 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 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. (in thousands) September 30, 2015 December 31, 2014 Assets Due from ESW LLC $ 20,477 $ 13,814 Due from VS 8,351 7,979 Due from UT ESW - 2,000 Due from other related parties 3,277 4,771 $ 32,055 $ 28,564 Long term payment agreement from VS $ 2,536 $ 4,220 Liabilities Due to A Construir S.A. $ 550 $ 995 Due to other related parties 1,204 1,004 $ 1,754 $ 1,999 (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues Sales to ESW LLC $ 14,366 $ 8,872 $ 37,264 $ 27,023 Sales to VS 1,229 1,662 3,828 8,898 Sales to other related parties 149 503 818 1,992 Sales to related parties $ 15,744 $ 11,037 $ 41,910 $ 37,913 Expenses Fees paid to directors and officers $ 235 $ 32 $ 1,012 $ 653 Payments to other related parties* 385 (34) 1,250 1,137 Sales to other related parties were less than $0.7 million $0.4 million less than $0.1 million periods ended September 30, 2014, respectively. Payments to other related parties in 2015 and 2014 consists 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 In 2013, the Company guaranteed a loan for $ 0.2 In December 2014, ESW LLC, an entity controlled by related parties, guaranteed a mortgage loan for $ 3.9 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 September 30, 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 and six months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 1 79 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument, Fair Value Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 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. Hedge accounting treatment per guidance in ASC 815-10 and related Subsections was not pursued at inception of the contracts. The derivative contracts are recorded on the balance sheet as liabilities at an aggregate fair value of $ 55 134 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 15. Commitments and Contingencies Guarantees Guarantees on behalf of or from related parties are disclosed in Note 12 - Related Parties Legal Matters Tecnoglass S.A. is also a named defendant in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff Diplomat Properties, Limited (“Diplomat”) has asserted a claim for indemnification against TG and Tecnoglass USA, Inc. The claim arises from the supplying of glass shower doors to a hotel/spa in Broward County, Florida. Specifically, in 2006, Diplomat commenced arbitration against Shower Concepts, Inc. seeking damages for breach of contract due to fractures in the installed glass shower doors. Diplomat initiated a complaint asserting various claims, which were dismissed with prejudice. The only remaining claim against the Tecnoglass entities is common law indemnification. TG denies liability and asserts that Shower Concepts was at fault and that as a joint tort feasor, it cannot sue for indemnity. A trial date has not yet been set for this case. Management and TG’s counsel believes that a liability in this claim is remote and immaterial and there are no significant reasonably estimated amounts for a possible loss. General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 16. Equity Pursuant to the merger agreement and plan of reorganization and on filing of financial statements for the fiscal year ended December 31, 2014, Energy Holding Corporation received an aggregate of 500,000 Starting July 6, 2014, warrant holders exercised 1,279,647 532,078 0.125 0.50 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 17. Subsequent Events Through November 9, 2015, the Company has received $ 20.8 10 On November 10, 2015, the Company filed an amendment to its Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) in connection with a proposed exchange of its warrants for its ordinary shares. Under the terms of the warrant exchange offer, each of Tecnoglass’ warrant holders will have the opportunity to receive one Tecnoglass ordinary share in exchange for every 2.3 On November 12, 2015, the Company issued an aggregate 566,162 Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements. |
Summary of significant accoun23
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Use Of Estimates [Policy Text Block] | Basis of Presentation and Use of Estimates The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the SEC for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants, 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 earnout share liability and warrant liability further discussed below in this note and Note 10 and 11. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The condensed consolidated financial statements are presented in United States Dollars, the reporting currency. The functional currency of the Company’s operations in Colombia is the Colombian Peso. The condensed consolidated financial statements of the Company’s foreign operations are prepared in the functional currency. The Statements of Operations and Comprehensive (Loss) Income prepared in the functional currency are translated into the reporting currency using average exchange rates for the respective periods. Assets and liabilities on the condensed consolidated Balance Sheets are translated into the reporting currency using rates of exchange at the end of the period and the related translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity in the condensed consolidated balance sheet. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete. 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. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed are valued using the specific identification method. Reserves for excess or slow-moving inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Fair Value Warrant 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. Warrant liability (Restated) 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. In prior financial statements for the three- and nine- month periods ended September 30, 2015, the Company recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss as a component of the total change in the fair value of the warrant liability. Correcting the accounting for the fair value of exercised warrants resulted in a loss of $ 7,002 Unit Purchase Options The Unit Purchase Options (“UPOs”) are derivative contracts in the entity’s own equity in accordance with guidance in ASC 815-40, paragraphs 15-5 through 15-8 and are not accounted for as assets or liabilities requiring fair value estimates for the derivative contract in each reporting period. The Company accounted for issued UPOs, at issuance date in March 2012, at their fair market value calculated using a Black-Scholes option-pricing model, including the amount of $ 500,100 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecno LLC and Tecno RE are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share (Restated) Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants and options to purchase ordinary shares in the calculation of diluted income per share, which resulted in 3,773,152 period ended September 30, 2014. The calculation of diluted earnings per share for the three excludes the effect of 5,399,081 4,607,484 3,454,980 . Earnings per share here presented differ from previously reported earnings per share as net income changed as explained in Note 2. Correction of Misstatements and Errors. (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net (Loss) Income $ (1,938) $ 13,120 $ (11,076) $ (2,911) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants, unit purchase options and contingently issuable shares 5,399,081 4,273,152 4,607,484 3,954,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 30,825,331 28,637,166 29,734,663 28,261,268 Basic earnings per ordinary share $ (0.08) $ 0.54 $ (0.44) $ (0.12) Diluted earnings per ordinary share $ (0.08) $ 0.46 $ (0.44) $ (0.12) |
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 Colombia. During the three months ended September 30, 2015 and 2014, the Company recorded net gains from foreign currency transactions of $ 8.1 0.1 11.5 1.5 |
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 nine-month periods ended September 30, 2015 and 2014 were $ 8,206 5,801 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers Deferral of the Effective Date.” ASU 2015-14 defers the effective date of Update 2014-09 for all entities by one year. Early adoption is permitted. Below is the description of ASU 2014-09 which the Company is currently evaluating. In September 25, 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. Early adoption is permitted. The Company early adopted ASU 2015-16 and the impact on prior year is included in note 18. 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 a24
Correction of Misstatements and Errors (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 December 31, 2014 As reported Adjustment as Restated As reported Adjustment as Restated Reference ASSETS Current assets: Cash and cash equivalents 16,871 16,871 15,930 15,930 Trade accounts receivable, net 49,380 (376) 49,004 44,955 (237) 44,718 d Due from related parties 31,615 376 31,991 28,327 237 28,564 d Inventories, net 39,609 39,609 28,965 28,965 Other current assets 22,089 (3,343) 18,746 23,319 (5,373) 17,946 b Total current assets 159,564 -3,343 156,221 141,496 -5,373 136,123 Long term assets: Property, plant and equipment, net 127,693 127,693 103,980 103,980 Long term receivables from related parties 2,536 2,536 4,220 4,220 Other long term assets 5,037 5,037 6,195 5 6,200 b Total long term assets 135,266 - 135,266 114,395 5 114,400 Total assets 294,830 (3,343) 291,487 255,891 -5,368 250,523 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Trade accounts payable 43,258 (223) 43,035 33,493 (543) 32,950 d Due to related parties 1,490 223 1,713 1,456 543 1,999 d Current portion of customer advances on uncompleted contracts 6,423 6,423 5,782 5,782 Short-term debt and current portion of long term debt 67,651 67,651 54,925 54,925 Note payable to shareholder 79 79 80 80 Earnout Share Liability - 13,657 13,657 5,075 5,075 a Other current liabilities 21,787 (3,443) 18,344 17,300 (5,368) 11,932 b Total current liabilities 140,688 10,214 150,902 113,036 (293) 112,743 Long term liabilities: Warrant liability 34,450 34,450 19,991 19,991 Earnout Share Liability 19,830 19,830 - 23,986 23,986 a Customer advances on uncompleted contracts 8,891 8,891 8,333 8,333 Other Long term liabilities 100 100 - b Long term debt 49,113 49,113 39,273 39,273 Total long term liabilities 92,454 19,930 112,384 67,597 23,986 91,583 Total liabilities 233,142 30,144 263,286 180,633 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 September 30, 2015 and December 31, 2014, respectively - - - - Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively 3 3 2 2 Legal Reserves 1,367 1,367 1,367 1,367 Additional paid-in capital 46,514 (7,607) 38,907 46,514 (20,374) 26,140 a, h Retained earnings 44,923 (25,880) 19,043 38,806 (8,687) 30,119 a, h Accumulated other comprehensive loss (31,119) - (31,119) (11,431) - (11,431) Total shareholders’ equity 61,688 -33,487 28,201 75,258 -29,061 46,197 Total liabilities and shareholders’ equity 294,830 -3,343 291,487 255,891 -5,368 250,523 Condensed Consolidated Statement of Operations Three months ended September 30, 2015 Three months ended September 30, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: Customers 47,261 (113) 47,148 42,889 (473) 42,416 d Related Parties 15,631 113 15,744 10,564 473 11,037 d Total operating revenues 62,892 - 62,892 53,453 - 53,453 Cost of sales 41,166 (1,980) 39,186 37,008 (1,205) 35,803 c Gross Profit 21,726 1,980 23,706 16,445 1,205 17,650 Operating expenses 10,910 1,980 12,890 8,795 1,205 10,000 c Operating income 10,816 - 10,816 7,650 - 7,650 (Loss) Gain on change in fair value or Earnout Share Liabilities - (2,519) (2,519) - 1,861 1,861 a (Loss) Gain on change in fair value of warrant liability (3,146) (7,002) (10,148) 6,756 6,756 h Non-operating revenues, net 10,744 10,744 1,003 1,003 Interest expense (2,307) (2,307) (2,380) (2,380) Income before taxes 16,107 (9,521) 6,586 13,029 1,861 14,890 Income tax provision 8,524 8,524 1,770 1,770 Net income 7,583 (9,521) (1,938) 11,259 1,861 13,120 Comprehensive (loss) income: Net income 7,583 (9,521) (1,938) 11,259 1,861 13,120 Foreign currency translation adjustments (14,111) (14,111) (6,680) (6,680) Total comprehensive (loss) income (6,528) (9,521) (16,049) 4,579 1,861 6,440 Basic income per share 0.30 (0.37) (0.08) 0.46 0.08 0.54 Diluted income per share 0.25 (0.33) (0.08) 0.40 0.06 0.46 Basic weighted average common shares outstanding 25,426,250 25,426,250 24,364,014 24,364,014 Diluted weighted average common shares outstanding 29,825,331 1,000,000 30,825,331 28,137,166 500,000 28,637,166 Nine months ended September 30, 2015 Nine months ended September 30, 2014 As reported Adjustment Restated As reported Adjustment Restated Reference Operating Revenues: Customers 132,355 (1,277) 131,078 117,164 (1,847) 115,317 d Related Parties 40,633 1,277 41,910 36,066 1,847 37,913 d Total operating revenues 172,988 - 172,988 153,230 - 153,230 Cost of sales 115,082 (5,284) 109,798 105,540 (3,566) 101,974 c Gross Profit 57,906 5,284 63,190 47,690 3,566 51,256 Operating expenses 29,780 5,284 35,064 23,764 3,566 27,330 c Operating income 28,126 - 28,126 23,926 - 23,926 Loss on change in fair value or Earnout Share Liabilities - (10,191) (10,191) - (9,897) (9,897) a Loss on change in fair value of warrant liability (14,459) (7,002) (21,461) (6,769) (6,769) h Non-operating revenues, net 15,886 15,886 3,480 3,480 Interest expense (6,509) (6,509) (6,647) (6,647) Income before taxes 23,044 (17,193) 5,851 13,990 (9,897) 4,093 Income tax provision 16,927 16,927 7,004 7,004 Net income 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Comprehensive (loss) income: Net income 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Foreign currency translation adjustments (19,688) (19,688) (3,971) (3,971) Total comprehensive (loss) income (13,571) (17,193) (30,764) 3,015 (9,897) (6,882) Basic income per share 0.24 (0.68) (0.44) 0.29 (0.41) (0.12) Diluted income per share 0.21 (0.65) (0.44) 0.25 (0.37) (0.12) Basic weighted average common shares outstanding 25,426,250 25,426,250 24,306,288 24,306,288 Diluted weighted average common shares outstanding 28,734,663 1,000,000 29,734,663 27,761,268 500,000 28,261,268 Condensed Consolidated Statement of Cash Flows 2015 2014 As reported Adjustment Restated As reported Adjustment Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES Net loss 6,117 (17,193) (11,076) 6,986 (9,897) (2,911) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: - - Provision for bad debts 1,210 1,210 21 21 Provision for obsolete inventory (265) (265) - - Depreciation and amortization 8,331 8,331 7,777 7,777 Equity method income 162 162 - - Change in value of derivative liability (57) (57) 89 89 Change in value of Earnout share liability - 10,191 10,191 - 9,897 9,897 a Change in fair value of warrant liability 14,459 7,002 21,461 6,769 6,769 g Deferred income taxes (1,058) (1,058) 352 352 Changes in operating assets and liabilities: Trade accounts receivables (18,869) 440 (18,429) (10,710) 447 (10,263) d Inventories (21,129) (21,129) (3,535) (3,535) Prepaid expenses 360 360 - - Other assets (5,849) (5,849) (11,989) (11,989) Accounts payable and accrued expenses 20,830 (264) 20,566 4,344 (33) 4,311 d Advances from customers 5,324 5,324 (12,388) (12,388) Related parties, net (10,590) (176) (10,766) (7,919) (414) (8,333) d Other current liabilities 11,266 11,266 6,051 6,051 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 10,242 10,242 (14,152) (14,152) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments 250 126 376 368 368 e Proceeds from sale of property and equipment 143 143 - - Purchase of investments (1,318) (126) (1,444) (1,028) (1,028) e Acquisition of property and equipment (18,228) (18,228) (24,918) (24,918) Restricted cash - - 3,605 3,605 CASH USED IN INVESTING ACTIVITIES (19,153) (19,153) (21,973) (21,973) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 79,608 79,608 88,370 88,370 Proceeds from the sale of common stock - - 1,000 1,000 Proceeds from the exercise of warrants - - - - Repayments of debt (72,461) (72,461) (62,013) (62,013) Merger proceeds held in trust - - 22,519 22,519 CASH PROVIDED BY FINANCING ACTIVITIES 7,147 - 7,147 49,876 - 49,876 Effect of exchange rate changes on cash and cash equivalents 2,705 - 2,705 1,127 - 1,127 NET INCREASE IN CASH 941 - 941 14,878 - 14,878 CASH - Beginning of period 15,930 - 15,930 2,866 - 2,866 CASH - End of period 16,871 - 16,871 17,744 - 17,744 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest 4,778 - 4,778 4,031 - 4,031 Income Tax 11,938 - 11,938 7,785 - 7,785 NON-CASH INVESTING AND FINANCING ACTIVITIES: Assets acquired under capital lease 44,624 - 44,624 3,152 - 3,152 Warrant procedes held by transfer agent - - - 741 - 741 |
Summary of significant accoun25
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Property, Plant And Equipment Estimated Useful Lives [Table Text Block] | Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of the basic and diluted earnings per share for the three- and nine-month periods ended September 30, 2015 and 2014: (in thousands except per share amounts) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net (Loss) Income $ (1,938) $ 13,120 $ (11,076) $ (2,911) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 25,426,250 24,364,014 25,127,179 24,306,288 Effect of dilutive warrants, unit purchase options and contingently issuable shares 5,399,081 4,273,152 4,607,484 3,954,980 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 30,825,331 28,637,166 29,734,663 28,261,268 Basic earnings per ordinary share $ (0.08) $ 0.54 $ (0.44) $ (0.12) Diluted earnings per ordinary share $ (0.08) $ 0.46 $ (0.44) $ (0.12) |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are comprised of the following: (In thousands) September 30, December 31, 2015 2014 Raw materials $ 30,255 $ 22,421 Work in process 4,067 2,136 Finished goods 2,592 2,158 Stores and spares 2,585 2,371 Packing material 110 171 Total Inventories 39,609 29,257 Less: inventory allowances - (292) Total inventories, net $ 39,609 $ 28,965 |
Property, Plant and Equipment27
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consist of the following: (In thousands) September 30, December 31, 2015 2014 Land $ 19,307 $ 16,970 Building 40,022 36,228 Machinery and equipment 90,738 76,497 Office equipment and software 4,013 2,868 Vehicles 1,401 1,412 Furniture and fixtures 1,392 1,651 Total property, plant and equipment 156,873 135,626 Accumulated depreciation and amortization (29,180) (31,646) Total property, plant and equipment, net $ 127,693 $ 103,980 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | The terms of the line of credit agreements do not restrict the Company?s operation and use of the assets. (in thousands) September 30, December 31, 2015 2014 Obligations under borrowing arrangements $ 116,764 $ 94,198 Less: Current portion of long-term debt and other current borrowings (67,651) (54,925) Long-term debt $ 49,113 $ 39,273 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long-term debt and other current borrowings are as follows as of September 30, 2015: 12 months ending September 30, 2016 $ 67,651 2017 16,114 2018 10,148 2019 10,055 Thereafter 12,796 Total $ 116,764 |
Schedule of Debt [Table Text Block] | Proceeds from debt and repayments of debt for the nine months ended September 30, 2015 and 2014 are as follows: (in thousands) 2015 2014 Proceeds from debt $ 79,608 $ 88,370 Repayments of debt $ 72,461 $ 62,013 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Rates [Table Text Block] | The following table summarizes income tax rates under the tax reform law 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) are as follows: (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Current income tax Foreign $ 8,728 $ 2,086 $ 17,985 $ 6,652 Deferred income tax Foreign (204) (316) (1,058) 352 Total Provision for Income tax $ 8,524 $ 1,770 $ 16,927 $ 7,004 Effective tax rate 129 % 12 % 289 % 171 % |
Summary of Changes in Liability Fair Value, Nontaxable [Table Text Block] | The Company's effective tax rates for the three and nine-month periods ended September 30, 2015 and 2014 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 September 30, Nine months ended September 30, 2015 2014 2015 2014 Change in fair value of warrant liability 10,148 -6,756 21,461 6,769 Change in fair value of earnout shares liability 2,519 -1,861 10,191 9,897 Total non-cash, nontaxable effects of changes in fair value of liabilities 12,667 -8,617 31,652 16,666 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of September 30, 2015: Significant Quotes Prices Other Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 34,450 Earnout shares liability $ - $ - $ 33,487 Interest Rate Swap Derivative Liability $ - $ 55 $ - Long term debt $ - $ 53,671 $ - Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis as of December 31, 2014: Quotes Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability $ - $ - $ 19,991 Earnout shares liability $ - $ - $ 29,061 Interest Rate Swap Derivative Liability $ - $ 134 $ - Long term debt $ - $ 43,266 $ - |
Segment and Geographic Inform31
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables present geographical information about external revenues. (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Colombia 17,591 22,353 56,842 65,105 United States 42,942 26,812 107,964 74,720 Panama 2,000 2,649 4,823 10,482 Other 359 1,639 3,359 2,923 Total 62,892 53,453 172,988 153,230 |
Earnout Share Liability (Rest32
Earnout Share Liability (Restated) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnout Share Liability Restated [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 - six months ended June 30, 2015 7,672 Reclassification to Additional Paid-In Capital on release of 2014 Earnout shares -5,765 Balance - June 30, 2015 30,968 Fair value adjustment - three months ended September 30, 2015 2,519 Balance - September 30, 2015 $ 33,487 |
Warrant Liability (Restated) (T
Warrant Liability (Restated) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liability [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | September 30, 2015 December 31, 2014 Stock Price $ 13.72 $ 10.15 Dividend Yield (per quarter per share) $ 0.125 N/A Risk-free rate 0.33 % 0.67 % Expected Term (years) 1.22 1.97 Expected Volatility 35.00 % 33.62 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): Balance - December 31, 2014 $ 19,991 Fair value adjustment - six months ended June 30, 2015 11,313 Balance - June 30, 2015 31,304 Fair value adjustment - three months ended September 30, 2015 3,146 Balance - September 30, 2015 $ 34,450 |
Derivative Instruments, Gain (Loss) [Table Text Block] | Number Average Fair Opening balance as of January 1, 2015 9,097,430 $ 2.20 $ 19,991 Balance as of June 30, 2015 9,097,430 $ 3.44 $ 31,304 Change in fair value to the date of cashless exercise charged to income statement 1,279,647 $ 2.03 $ 2,600 Fair value of exercised warrants credited to shareholders equity 1,279,647 $ 5.47 $ (7,003) Change in fair value of unexercised warrants remaining at September 30, 2015 7,817,783 $ 0.97 $ 7,548 Closing balance as of September 30, 2015 7,817,783 $ 4.41 $ 34,450 Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants for the three-month period ended September 30, 2015 $ 3,145 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | (in thousands) September 30, 2015 December 31, 2014 Assets Due from ESW LLC $ 20,477 $ 13,814 Due from VS 8,351 7,979 Due from UT ESW - 2,000 Due from other related parties 3,277 4,771 $ 32,055 $ 28,564 Long term payment agreement from VS $ 2,536 $ 4,220 Liabilities Due to A Construir S.A. $ 550 $ 995 Due to other related parties 1,204 1,004 $ 1,754 $ 1,999 (in thousands) Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues Sales to ESW LLC $ 14,366 $ 8,872 $ 37,264 $ 27,023 Sales to VS 1,229 1,662 3,828 8,898 Sales to other related parties 149 503 818 1,992 Sales to related parties $ 15,744 $ 11,037 $ 41,910 $ 37,913 Expenses Fees paid to directors and officers $ 235 $ 32 $ 1,012 $ 653 Payments to other related parties* 385 (34) 1,250 1,137 |
Correction of Misstatements a35
Correction of Misstatements and Errors (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common shares Target price | $ 12 | $ 13 | ||
Scenario, Forecast [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common shares Target price | $ 15 | $ 13 | ||
Minimum [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ 30,000 | |||
Number of Earnout Shares | 416,667 | |||
Minimum [Member] | Scenario, Forecast [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ 40,000 | $ 35,000 | ||
Number of Earnout Shares | 1,333,333 | 875,000 | ||
Maximum [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ 36,000 | |||
Number of Earnout Shares | 500,000 | |||
Maximum [Member] | Scenario, Forecast [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Earnings before Interest, Taxes, Depreciation, and Amortization Target | $ 45,000 | $ 40,000 | ||
Number of Earnout Shares | 1,500,000 | 1,000,000 |
Correction of Misstatements a36
Correction of Misstatements and Errors (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Current assets: | ||||||
Cash and cash equivalents | $ 16,871 | $ 15,930 | $ 17,744 | $ 2,866 | ||
Trade accounts receivable, net | [1] | 49,004 | 44,718 | |||
Due from related parties | [1] | 31,991 | 28,564 | |||
Inventories, net | 39,609 | 28,965 | ||||
Other current assets | [2] | 18,746 | 17,946 | |||
Total current assets | 156,221 | 136,123 | ||||
Long term assets: | ||||||
Property, plant and equipment, net | 127,693 | 103,980 | ||||
Long term receivables from related parties | 2,536 | 4,220 | ||||
Other long term assets | [2] | 5,037 | 6,200 | |||
Total long term assets | 135,266 | 114,400 | ||||
Total assets | 291,487 | 250,523 | ||||
Current liabilities: | ||||||
Trade accounts payable | [1] | 43,035 | 32,950 | |||
Due to related parties | [1] | 1,713 | 1,999 | |||
Current portion of customer advances on uncompleted contracts | 6,423 | 5,782 | ||||
Short-term debt and current portion of long term debt | 67,651 | 54,925 | ||||
Note payable to shareholder | 79 | 80 | ||||
Earnout Share Liability | [3] | 13,657 | 5,075 | |||
Other current liabilities | [2] | 18,344 | 11,932 | |||
Total current liabilities | 150,902 | 112,743 | ||||
Long term liabilities: | ||||||
Warrant liability | 34,450 | $ 31,304 | 19,991 | 18,280 | ||
Earnout Share Liability | [3] | 19,830 | 23,986 | |||
Customer advances on uncompleted contracts | 8,891 | 8,333 | ||||
Other Long term liabilities | [2] | 100 | 0 | |||
Long term debt | 49,113 | 39,273 | ||||
Total long term liabilities | 112,384 | 91,583 | ||||
Total liabilities | $ 263,286 | $ 204,326 | ||||
COMMITMENTS AND CONTINGENCIES | ||||||
Shareholders' equity | ||||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 0 | $ 0 | ||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 3 | 2 | ||||
Legal Reserves | 1,367 | 1,367 | ||||
Additional paid-in capital | [3],[4] | 38,907 | 26,140 | |||
Retained earnings | [3],[4] | 19,043 | 30,119 | |||
Accumulated other comprehensive loss | (31,119) | (11,431) | ||||
Total shareholders’ equity | 28,201 | 46,197 | ||||
Total liabilities and shareholders’ equity | 291,487 | 250,523 | ||||
Scenario, Previously Reported [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 16,871 | 15,930 | 17,744 | 2,866 | ||
Trade accounts receivable, net | [1] | 49,380 | 44,955 | |||
Due from related parties | [1] | 31,615 | 28,327 | |||
Inventories, net | 39,609 | 28,965 | ||||
Other current assets | [2] | 22,089 | 23,319 | |||
Total current assets | 159,564 | 141,496 | ||||
Long term assets: | ||||||
Property, plant and equipment, net | 127,693 | 103,980 | ||||
Long term receivables from related parties | 2,536 | 4,220 | ||||
Other long term assets | [2] | 5,037 | 6,195 | |||
Total long term assets | 135,266 | 114,395 | ||||
Total assets | 294,830 | 255,891 | ||||
Current liabilities: | ||||||
Trade accounts payable | [1] | 43,258 | 33,493 | |||
Due to related parties | [1] | 1,490 | 1,456 | |||
Current portion of customer advances on uncompleted contracts | 6,423 | 5,782 | ||||
Short-term debt and current portion of long term debt | 67,651 | 54,925 | ||||
Note payable to shareholder | 79 | $ 80 | ||||
Earnout Share Liability | [3] | 0 | ||||
Other current liabilities | [2] | 21,787 | $ 17,300 | |||
Total current liabilities | 140,688 | 113,036 | ||||
Long term liabilities: | ||||||
Warrant liability | $ 34,450 | 19,991 | ||||
Earnout Share Liability | [3] | 0 | ||||
Customer advances on uncompleted contracts | $ 8,891 | $ 8,333 | ||||
Other Long term liabilities | [2] | |||||
Long term debt | $ 49,113 | $ 39,273 | ||||
Total long term liabilities | 92,454 | 67,597 | ||||
Total liabilities | $ 233,142 | $ 180,633 | ||||
COMMITMENTS AND CONTINGENCIES | ||||||
Shareholders' equity | ||||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 0 | $ 0 | ||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 3 | 2 | ||||
Legal Reserves | 1,367 | 1,367 | ||||
Additional paid-in capital | [3],[4] | 46,514 | 46,514 | |||
Retained earnings | [3],[4] | 44,923 | 38,806 | |||
Accumulated other comprehensive loss | (31,119) | (11,431) | ||||
Total shareholders’ equity | 61,688 | 75,258 | ||||
Total liabilities and shareholders’ equity | $ 294,830 | $ 255,891 | ||||
Restatement Adjustment [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 0 | $ 0 | ||||
Trade accounts receivable, net | [1] | $ (376) | $ (237) | |||
Due from related parties | [1] | $ 376 | $ 237 | |||
Inventories, net | ||||||
Other current assets | [2] | $ (3,343) | $ (5,373) | |||
Total current assets | $ (3,343) | $ (5,373) | ||||
Long term assets: | ||||||
Property, plant and equipment, net | ||||||
Long term receivables from related parties | ||||||
Other long term assets | [2] | $ 5 | ||||
Total long term assets | $ 0 | 5 | ||||
Total assets | (3,343) | (5,368) | ||||
Current liabilities: | ||||||
Trade accounts payable | [1] | (223) | (543) | |||
Due to related parties | [1] | $ 223 | $ 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 | [3] | $ 13,657 | $ 5,075 | |||
Other current liabilities | [2] | (3,443) | (5,368) | |||
Total current liabilities | $ 10,214 | $ (293) | ||||
Long term liabilities: | ||||||
Warrant liability | ||||||
Earnout Share Liability | [3] | $ 19,830 | $ 23,986 | |||
Customer advances on uncompleted contracts | ||||||
Other Long term liabilities | [2] | $ 100 | ||||
Long term debt | ||||||
Total long term liabilities | $ 19,930 | $ 23,986 | ||||
Total liabilities | $ 30,144 | $ 23,693 | ||||
COMMITMENTS AND CONTINGENCIES | ||||||
Shareholders' equity | ||||||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | ||||||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,833,210 and 24,801,132 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | ||||||
Legal Reserves | ||||||
Additional paid-in capital | [3],[4] | $ (7,607) | $ (20,374) | |||
Retained earnings | [3],[4] | (25,880) | (8,687) | |||
Accumulated other comprehensive loss | 0 | 0 | ||||
Total shareholders’ equity | (33,487) | (29,061) | ||||
Total liabilities and shareholders’ equity | $ (3,343) | $ (5,368) | ||||
[1] | Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. | |||||
[2] | 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. 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 September 30, 2015 and December 31, 2014. | |||||
[3] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | |||||
[4] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Correction of Misstatements a37
Correction of Misstatements and Errors (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Operating Revenues: | ||||||||
Customers | [1] | $ 47,148 | $ 42,416 | $ 131,078 | $ 115,317 | |||
Related Parties | [1] | 15,744 | 11,037 | 41,910 | 37,913 | |||
Total operating revenues | 62,892 | 53,453 | 172,988 | 153,230 | ||||
Cost of sales | [2] | 39,186 | 35,803 | 109,798 | 101,974 | |||
Gross Profit | 23,706 | 17,650 | 63,190 | 51,256 | ||||
Operating expenses | [2] | 12,890 | 10,000 | 35,064 | 27,330 | |||
Operating income | 10,816 | 7,650 | 28,126 | 23,926 | ||||
(Loss) Gain on change in fair value or Earnout Share Liabilities | [3] | (2,519) | 1,861 | (10,191) | (9,897) | |||
(Loss) Gain on change in fair value of warrant liability | [4] | (10,148) | 6,756 | (21,461) | (6,769) | |||
Non-operating revenues, net | 10,744 | 1,003 | 15,886 | 3,480 | ||||
Interest expense | (2,307) | (2,380) | (6,509) | (6,647) | ||||
Income before taxes | 6,586 | 14,890 | 5,851 | 4,093 | ||||
Income tax provision | 8,524 | 1,770 | 16,927 | 7,004 | ||||
Net income | (1,938) | 13,120 | (11,076) | (2,911) | ||||
Comprehensive (loss) income: | ||||||||
Net income | (1,938) | 13,120 | (11,076) | (2,911) | ||||
Foreign currency translation adjustments | (14,111) | (6,680) | (19,688) | (3,971) | ||||
Total comprehensive (loss) income | $ (16,049) | $ 6,440 | $ (30,764) | $ (6,882) | ||||
Basic income per share | $ (0.08) | $ 0.54 | $ (0.44) | $ (0.12) | ||||
Diluted income per share | $ (0.08) | $ 0.46 | $ (0.44) | $ (0.12) | ||||
Basic weighted average common shares outstanding | 25,426,250 | 24,364,014 | 25,127,179 | 24,306,288 | ||||
Diluted weighted average common shares outstanding | 30,825,331 | 28,637,166 | 29,734,663 | 28,261,268 | ||||
Scenario, Previously Reported [Member] | ||||||||
Operating Revenues: | ||||||||
Customers | [1] | $ 47,261 | $ 42,889 | $ 132,355 | $ 117,164 | |||
Related Parties | [1] | 15,631 | 10,564 | 40,633 | 36,066 | |||
Total operating revenues | 62,892 | 53,453 | 172,988 | 153,230 | ||||
Cost of sales | [2] | 41,166 | 37,008 | 115,082 | 105,540 | |||
Gross Profit | 21,726 | 16,445 | 57,906 | 47,690 | ||||
Operating expenses | [2] | 10,910 | 8,795 | 29,780 | 23,764 | |||
Operating income | 10,816 | 7,650 | 28,126 | 23,926 | ||||
(Loss) Gain on change in fair value or Earnout Share Liabilities | [3] | 0 | 0 | 0 | 0 | |||
(Loss) Gain on change in fair value of warrant liability | [4] | (3,146) | 6,756 | (14,459) | (6,769) | |||
Non-operating revenues, net | 10,744 | 1,003 | 15,886 | 3,480 | ||||
Interest expense | (2,307) | (2,380) | (6,509) | (6,647) | ||||
Income before taxes | 16,107 | 13,029 | 23,044 | 13,990 | ||||
Income tax provision | 8,524 | 1,770 | 16,927 | 7,004 | ||||
Net income | 7,583 | 11,259 | 6,117 | 6,986 | ||||
Comprehensive (loss) income: | ||||||||
Net income | 7,583 | 11,259 | 6,117 | 6,986 | ||||
Foreign currency translation adjustments | (14,111) | (6,680) | (19,688) | (3,971) | ||||
Total comprehensive (loss) income | $ (6,528) | $ 4,579 | $ (13,571) | $ 3,015 | ||||
Basic income per share | $ 0.30 | $ 0.46 | $ 0.24 | $ 0.29 | ||||
Diluted income per share | $ 0.25 | $ 0.40 | $ 0.21 | $ 0.25 | ||||
Basic weighted average common shares outstanding | 25,426,250 | 24,364,014 | 25,426,250 | 24,306,288 | ||||
Diluted weighted average common shares outstanding | 29,825,331 | 28,137,166 | 28,734,663 | 27,761,268 | ||||
Restatement Adjustment [Member] | ||||||||
Operating Revenues: | ||||||||
Customers | [1] | $ (113) | $ (473) | $ (1,277) | $ (1,847) | |||
Related Parties | [1] | 113 | 473 | 1,277 | 1,847 | |||
Total operating revenues | 0 | 0 | 0 | 0 | ||||
Cost of sales | [2] | (1,980) | (1,205) | (5,284) | (3,566) | |||
Gross Profit | 1,980 | 1,205 | 5,284 | 3,566 | ||||
Operating expenses | [2] | 1,980 | 1,205 | 5,284 | 3,566 | |||
Operating income | 0 | 0 | 0 | 0 | ||||
(Loss) Gain on change in fair value or Earnout Share Liabilities | [3] | (2,519) | $ 1,861 | (10,191) | $ (9,897) | |||
(Loss) Gain on change in fair value of warrant liability | $ (7,002) | [4] | [4] | $ (7,002) | [4] | |||
Non-operating revenues, net | ||||||||
Interest expense | ||||||||
Income before taxes | $ (9,521) | $ 1,861 | $ (17,193) | $ (9,897) | ||||
Income tax provision | ||||||||
Net income | $ (9,521) | $ 1,861 | $ (17,193) | (9,897) | ||||
Comprehensive (loss) income: | ||||||||
Net income | $ (9,521) | $ 1,861 | $ (17,193) | $ (9,897) | ||||
Foreign currency translation adjustments | ||||||||
Total comprehensive (loss) income | $ (9,521) | $ 1,861 | $ (17,193) | $ (9,897) | ||||
Basic income per share | $ (0.37) | $ 0.08 | $ (0.68) | $ (0.41) | ||||
Diluted income per share | $ (0.33) | $ 0.06 | $ (0.65) | $ (0.37) | ||||
Basic weighted average common shares outstanding | ||||||||
Diluted weighted average common shares outstanding | 1,000,000 | 500,000 | 1,000,000 | 500,000 | ||||
[1] | Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. | |||||||
[2] | Shipping and handling costs For the year ended December 31, 2015, the Company records and presents shipping and handling costs in selling expenses whereas in prior financial statements these expenses had been partially reported in cost of sales. The amounts of shipping and handling costs have been reclassified in the condensed consolidated statements of operations and comprehensive income for the three- and nine-month periods ended September 30, 2015 and 2014. | |||||||
[3] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | |||||||
[4] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Correction of Misstatements a38
Correction of Misstatements and Errors (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ (1,938) | $ 13,120 | $ (11,076) | $ (2,911) | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Provision for bad debts | 1,210 | 21 | ||||||
Provision for obsolete inventory | (265) | 0 | ||||||
Depreciation and amortization | 3,000 | 2,800 | 8,331 | 7,777 | ||||
Equity method income | 162 | 0 | ||||||
Change in value of derivative liability | (57) | 89 | ||||||
Change in value of Earnout share liability | [1] | 2,519 | (1,861) | 10,191 | 9,897 | |||
Change in fair value of warrant liability | [2] | 10,148 | (6,756) | 21,461 | 6,769 | |||
Deferred income taxes | (1,058) | 352 | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade accounts receivables | (18,429) | (10,263) | ||||||
Inventories | (21,129) | (3,535) | ||||||
Prepaid expenses | 360 | 0 | ||||||
Other assets | (5,849) | (11,989) | ||||||
Accounts payable and accrued expenses | 20,566 | 4,311 | ||||||
Advances from customers | 5,324 | (12,388) | ||||||
Related parties, net | (10,766) | (8,333) | ||||||
Other current liabilities | 11,266 | 6,051 | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,242 | (14,152) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Proceeds from sale of investments | 376 | 368 | ||||||
Proceeds from sale of property and equipment | 143 | 0 | ||||||
Purchase of investments | (1,444) | (1,028) | ||||||
Acquisition of property and equipment | (18,228) | (24,918) | ||||||
Restricted cash | 0 | 3,605 | ||||||
CASH USED IN INVESTING ACTIVITIES | (19,153) | (21,973) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from debt | 79,608 | 88,370 | ||||||
Proceeds from the sale of common stock | 0 | 1,000 | ||||||
Repayments of debt | (72,461) | (62,013) | ||||||
Merger proceeds held in trust | 0 | 22,519 | ||||||
CASH PROVIDED BY FINANCING ACTIVITIES | 7,147 | 49,876 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 2,705 | 1,127 | ||||||
NET INCREASE IN CASH | 941 | 14,878 | ||||||
CASH - Beginning of period | 15,930 | 2,866 | ||||||
CASH - End of period | 16,871 | 17,744 | 16,871 | 17,744 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Interest | 4,778 | 4,031 | ||||||
Income Tax | 11,938 | 7,785 | ||||||
Noncash Investing and Financing Items [Abstract] | ||||||||
Assets acquired under capital lease | 44,600 | 3,100 | 44,624 | 3,152 | ||||
Warrant procedes held by transfer agent | 0 | 741 | ||||||
Scenario, Previously Reported [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | 7,583 | 11,259 | 6,117 | 6,986 | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Provision for bad debts | 1,210 | 21 | ||||||
Provision for obsolete inventory | (265) | 0 | ||||||
Depreciation and amortization | 8,331 | 7,777 | ||||||
Equity method income | 162 | 0 | ||||||
Change in value of derivative liability | (57) | 89 | ||||||
Change in value of Earnout share liability | [1] | 0 | 0 | 0 | 0 | |||
Change in fair value of warrant liability | [2] | 3,146 | (6,756) | 14,459 | 6,769 | |||
Deferred income taxes | (1,058) | 352 | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade accounts receivables | (18,869) | (10,710) | ||||||
Inventories | (21,129) | (3,535) | ||||||
Prepaid expenses | 360 | 0 | ||||||
Other assets | (5,849) | (11,989) | ||||||
Accounts payable and accrued expenses | 20,830 | 4,344 | ||||||
Advances from customers | 5,324 | (12,388) | ||||||
Related parties, net | (10,590) | (7,919) | ||||||
Other current liabilities | 11,266 | 6,051 | ||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,242 | (14,152) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Proceeds from sale of investments | 250 | 368 | ||||||
Proceeds from sale of property and equipment | 143 | 0 | ||||||
Purchase of investments | (1,318) | (1,028) | ||||||
Acquisition of property and equipment | (18,228) | (24,918) | ||||||
Restricted cash | 0 | 3,605 | ||||||
CASH USED IN INVESTING ACTIVITIES | (19,153) | (21,973) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from debt | 79,608 | 88,370 | ||||||
Proceeds from the sale of common stock | 0 | 1,000 | ||||||
Repayments of debt | (72,461) | (62,013) | ||||||
Merger proceeds held in trust | 0 | 22,519 | ||||||
CASH PROVIDED BY FINANCING ACTIVITIES | 7,147 | 49,876 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 2,705 | 1,127 | ||||||
NET INCREASE IN CASH | 941 | 14,878 | ||||||
CASH - Beginning of period | 15,930 | 2,866 | ||||||
CASH - End of period | 16,871 | 17,744 | 16,871 | 17,744 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Interest | 4,778 | 4,031 | ||||||
Income Tax | 11,938 | 7,785 | ||||||
Noncash Investing and Financing Items [Abstract] | ||||||||
Assets acquired under capital lease | 44,624 | 3,152 | ||||||
Warrant procedes held by transfer agent | 0 | 741 | ||||||
Restatement Adjustment [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | (9,521) | 1,861 | $ (17,193) | $ (9,897) | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Provision for bad debts | ||||||||
Provision for obsolete inventory | ||||||||
Depreciation and amortization | ||||||||
Equity method income | ||||||||
Change in value of derivative liability | ||||||||
Change in value of Earnout share liability | [1] | 2,519 | $ (1,861) | $ 10,191 | $ 9,897 | |||
Change in fair value of warrant liability | $ 7,002 | [2] | [2] | $ 7,002 | [2] | |||
Deferred income taxes | ||||||||
Changes in operating assets and liabilities: | ||||||||
Trade accounts receivables | $ 440 | $ 447 | ||||||
Inventories | ||||||||
Prepaid expenses | ||||||||
Other assets | ||||||||
Accounts payable and accrued expenses | $ (264) | $ (33) | ||||||
Advances from customers | ||||||||
Related parties, net | $ (176) | $ (414) | ||||||
Other current liabilities | ||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Proceeds from sale of investments | $ 126 | |||||||
Proceeds from sale of property and equipment | ||||||||
Purchase of investments | $ (126) | |||||||
Acquisition of property and equipment | ||||||||
Restricted cash | ||||||||
CASH USED IN INVESTING ACTIVITIES | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from debt | ||||||||
Proceeds from the sale of common stock | ||||||||
Repayments of debt | ||||||||
Merger proceeds held in trust | ||||||||
CASH PROVIDED BY FINANCING ACTIVITIES | $ 0 | |||||||
Effect of exchange rate changes on cash and cash equivalents | $ 0 | 0 | ||||||
NET INCREASE IN CASH | $ 0 | 0 | ||||||
CASH - Beginning of period | 0 | |||||||
CASH - End of period | $ 0 | 0 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Interest | $ 0 | 0 | ||||||
Income Tax | 0 | 0 | ||||||
Noncash Investing and Financing Items [Abstract] | ||||||||
Assets acquired under capital lease | 0 | 0 | ||||||
Warrant procedes held by transfer agent | $ 0 | $ 0 | ||||||
[1] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | |||||||
[2] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. |
Correction of Misstatements a39
Correction of Misstatements and Errors (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Dec. 20, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Weighted Average Number of Shares, Contingently Issuable | 1,000,000 | |||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Common Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
Common Stock, Shares, Issued | 25,833,210 | 24,801,132 | ||
Common Stock, Shares, Outstanding | 25,833,210 | 24,801,132 | ||
Common shares Target price | $ 13 | $ 12 | ||
Stock Issued During Period, Shares, Acquisitions | 3,000,000 | |||
Proceeds from Sale of Short-term Investments | $ 376 | $ 368 | ||
Restatement Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Proceeds from Sale of Short-term Investments | $ 126 |
Summary of significant accoun40
Summary of significant accounting policies (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of significant accoun41
Summary of significant accounting policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Net (Loss) Income | $ (1,938) | $ 13,120 | $ (11,076) | $ (2,911) |
Denominator | ||||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 25,426,250 | 24,364,014 | 25,127,179 | 24,306,288 |
Effect of dilutive warrants, unit purchase options and contingently issuable shares | 5,399,081 | 4,273,152 | 4,607,484 | 3,954,980 |
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 30,825,331 | 28,637,166 | 29,734,663 | 28,261,268 |
Basic earnings per ordinary share (in dollars per share) | $ (0.08) | $ 0.54 | $ (0.44) | $ (0.12) |
Diluted earnings per ordinary share (in dollars per share) | $ (0.08) | $ 0.46 | $ (0.44) | $ (0.12) |
Summary of significant accoun42
Summary of significant accounting policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 20, 2013 | Mar. 31, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 8,100 | $ 100 | $ 11,500 | $ 1,500 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,773,152 | 3,454,980 | ||||
Shipping, Handling and Transportation Costs | $ 8,206 | $ 5,801 | ||||
Warrants Issued Against Its Ordinary Shares | 9,200,000 | 9,200,000 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 5,399,081 | 4,273,152 | 4,607,484 | 3,954,980 | ||
Adjustments to Additional Paid in Capital, Gain Loss on Exercise of Warrants | $ 7,002 | |||||
Unit Purchase Option [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 500,100 | |||||
Convertible Notes Payable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | 200,000 | ||||
IPO [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,200,000 | 4,200,000 | ||||
Private Placement [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,800,000 | 4,800,000 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 30,255 | $ 22,421 |
Work in process | 4,067 | 2,136 |
Finished goods | 2,592 | 2,158 |
Stores and spares | 2,585 | 2,371 |
Packing material | 110 | 171 |
Total Inventories | 39,609 | 29,257 |
Less: inventory allowances | 0 | (292) |
Total inventories, net | $ 39,609 | $ 28,965 |
Property, Plant and Equipment44
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 156,873 | $ 135,626 |
Accumulated depreciation and amortization | (29,180) | (31,646) |
Total property, plant and equipment, net | 127,693 | 103,980 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 19,307 | 16,970 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 40,022 | 36,228 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 90,738 | 76,497 |
Office equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 4,013 | 2,868 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,401 | 1,412 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,392 | $ 1,651 |
Property, Plant and Equipment45
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Total | $ 3,000 | $ 2,800 | $ 8,331 | $ 7,777 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Long Term Debt [Line Items] | ||
Obligations under borrowing arrangements | $ 116,764 | $ 94,198 |
Less: Current portion of long-term debt and other current borrowings | (67,651) | (54,925) |
Long-term debt | $ 49,113 | $ 39,273 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Sep. 30, 2015USD ($) |
2,016 | $ 67,651 |
2,017 | 16,114 |
2,018 | 10,148 |
2,019 | 10,055 |
Thereafter | 12,796 |
Total | $ 116,764 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | ||
Proceeds from debt | $ 79,608 | $ 88,370 |
Repayments of debt | $ 72,461 | $ 62,013 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Long Term Debt [Line Items] | |||||
Borrowings under Guaranteed Investment Agreements | $ 116,800 | $ 116,800 | |||
Line of Credit Facility, Interest Rate Description | The floating interest rates on the revolving notes are between DTF+6% and DTF+7%. DTF is the primary measure of interest rates in Colombia. | ||||
Long-term Line of Credit | 30,800 | $ 30,800 | $ 26,800 | ||
Interest Expense, Debt | 2,307 | $ 2,380 | 6,509 | $ 6,647 | |
Assets Acquired Under Capital Lease | 44,600 | $ 3,100 | 44,624 | $ 3,152 | |
Revolving Lines Of Credit [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 6,700 | 6,700 | 400 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 7,100 | 7,100 | |||
Revolving Lines Of Credit [Member] | Other Noncurrent Assets [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 48,056 | 48,056 | 26,856 | ||
Secured Debt [Member] | Other Noncurrent Assets [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 300 | 300 | 400 | ||
Debt Instrument, Collateral Amount | 402 | 402 | 435 | ||
Secured Debt [Member] | Property, Plant and Equipment [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 5,900 | 5,900 | 7,400 | ||
Debt Instrument, Collateral Amount | $ 7,186 | $ 7,186 | $ 7,362 | ||
Maximum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Term | 15 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 14.70% | 14.70% | |||
Minimum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 2.80% | 2.80% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Percent | 129.00% | 12.00% | 289.00% | 171.00% |
Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2015 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 39.00% | |||
Tax Year 2015 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2015 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2015 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 5.00% | |||
Tax Year 2016 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | |||
Tax Year 2016 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2016 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2016 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 6.00% | |||
Tax Year 2017 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 42.00% | |||
Tax Year 2017 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2017 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2017 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 8.00% | |||
Tax Year 2018 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 43.00% | |||
Tax Year 2018 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2018 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2018 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2019 [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 34.00% | |||
Tax Year 2019 [Member] | Income Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |||
Tax Year 2019 [Member] | CREE Tax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |||
Tax Year 2019 [Member] | CREE Surtax [Member] | ||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current income tax | ||||
Foreign | $ 8,728 | $ 2,086 | $ 17,985 | $ 6,652 |
Deferred income tax | ||||
Foreign | (204) | (316) | (1,058) | 352 |
Total Provision for Income tax | $ 8,524 | $ 1,770 | $ 16,927 | $ 7,004 |
Effective tax rate | 129.00% | 12.00% | 289.00% | 171.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Tax [Line Items] | |||||
Change in fair value of warrant liability | [1] | $ 10,148 | $ (6,756) | $ 21,461 | $ 6,769 |
Change in value of Earnout share liability | [2] | 2,519 | (1,861) | 10,191 | 9,897 |
Total non-cash, nontaxable effects of changes in fair value of liabilities | $ 12,667 | $ (8,617) | $ 31,652 | $ 16,666 | |
[1] | Warrants exercises - In previously filed financial statement for the three- and nine-month periods ended September 30, 2015 and 2014, the Company had recorded the fair value of exercised warrants on the date of exercise in the condensed consolidated statement of operations and disclosed the net gain or loss on exercise as a component of the total change in the fair value of the warrant liability. The Company now records the change in fair value from the last reporting date to the date of exercise in the Company’s condensed consolidated statement of operations and records the fair value of the exercised warrants on the date of exercise as a charge to additional paid-in capital in shareholders equity. The correction resulted in changes to the financial statements for the three- and nine- month periods ended September 30, 2015 as the associated warrant exercises commenced on July 6, 2015. | ||||
[2] | 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 Shares (“Earnout Shares”) to be held in escrow and to be released after the closing based on the Company’s achievement of specified share price targets or targets based on Tecnoglass Holding’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 129.00% | 12.00% | 289.00% | 171.00% |
Tax Year 2014 [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 34.00% | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 39.00% | |||
CREE Tax [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 9.00% | |||
Income Tax [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Earnout shares liability | $ 33,487 | $ 30,968 | $ 29,061 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrant Liability | 0 | 0 | |
Earnout shares liability | 0 | 0 | |
Interest Rate Swap Derivative Liability | 0 | 0 | |
Long term debt | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrant Liability | 0 | 0 | |
Earnout shares liability | 0 | 0 | |
Interest Rate Swap Derivative Liability | 55 | 134 | |
Long term debt | 53,671 | 43,266 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrant Liability | 34,450 | 19,991 | |
Earnout shares liability | 33,487 | 29,061 | |
Interest Rate Swap Derivative Liability | 0 | 0 | |
Long term debt | $ 0 | $ 0 |
Segment and Geographic Inform55
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting [Line Items] | ||||
Revenues, Total | $ 62,892 | $ 53,453 | $ 172,988 | $ 153,230 |
Colombia | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 17,591 | 22,353 | 56,842 | 65,105 |
United States | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 42,942 | 26,812 | 107,964 | 74,720 |
Panama | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | 2,000 | 2,649 | 4,823 | 10,482 |
Other | ||||
Segment Reporting [Line Items] | ||||
Revenues, Total | $ 359 | $ 1,639 | $ 3,359 | $ 2,923 |
Earnout Share Liability (Rest56
Earnout Share Liability (Restated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | |
Balance | $ 30,968 | $ 29,061 |
Fair Value Adjustment | 2,519 | 7,672 |
Reclassification to Additional Paid-In Capital on release of 2014 Earnout shares | (5,765) | |
Balance | $ 33,487 | $ 30,968 |
Warrant Liability (Restated) (D
Warrant Liability (Restated) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock Price | $ 13.72 | $ 10.15 |
Dividend Yield (per quarter per share) | $ 0.125 | $ 0 |
Risk-free rate | 0.33% | 0.67% |
Expected Term (years) | 1 year 2 months 19 days | 1 year 11 months 19 days |
Expected Volatility | 35.00% | 33.62% |
Warrant Liability (Restated) 58
Warrant Liability (Restated) (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | |
Warrant liability [Line Items] | ||
Beginning Balance | $ 31,304 | $ 19,991 |
Fair value adjustment | 3,146 | 11,313 |
Ending Balance | $ 34,450 | $ 31,304 |
Warrant Liability (Restated) 59
Warrant Liability (Restated) (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Warrant liability [Line Items] | ||
Opening Balance, Number of Warrants | 9,097,430 | 9,097,430 |
Change in fair value to the date of cashless exercise charged to income statement, Number of Warrants | 1,279,647 | |
Fair value of exercised warrants credited to shareholders equity, Number of Warrants | 1,279,647 | |
Change in fair value of unexercised warrants remaining, Average Value | 7,817,783 | |
Closing Balance, Number of Warrants | 7,817,783 | 7,817,783 |
Opening Balance, Average Value | $ 3.44 | $ 2.20 |
Change in fair value to the date of cashless exercise charged to income statement, Average Value | 2.03 | |
Fair value of exercised warrants credited to shareholders equity, Average Value | 5.47 | |
Change in fair value of unexercised warrants remaining , Average Value | 0.97 | |
Closing balance, Average Value | $ 4.41 | $ 4.41 |
Beginning Balance | $ 31,304 | $ 19,991 |
Change in fair value to the date of cashless exercise charged to income statement, Fair Value | 2,600 | (4,212) |
Fair value of exercised warrants credited to shareholders equity, Fair Value | (7,003) | |
Change in fair value of unexercised warrants remaining , Fair Value | 7,548 | |
Ending Balance | 34,450 | $ 34,450 |
Total change in warrant liability due exercise of warrants and change in fair value of remaining warrants, Fair Value | $ 3,145 |
Warrant Liability (Restated) 60
Warrant Liability (Restated) (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 16, 2014 | Dec. 20, 2013 | Sep. 30, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 9,200,000 | 9,200,000 | ||||
Warrants Exercised By Investors | 1,382,217 | 1,382,217 | ||||
Class of Warrant or Right, Outstanding | 7,817,783 | 7,817,783 | 9,097,430 | 9,097,430 | ||
Percentage of Warrants Exercised | 14.10% | |||||
Exercise Of Warrants For Shares | 1,279,647 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 532,078 | 532,078 | ||||
Warrants exercised on a cash basis | 102,570 | |||||
Fair Value Of Change in fair value to the date of cashless exercise | $ (2,600) | $ 4,212 | ||||
Adjustments to Additional Paid in Capital, Gain Loss on Exercise of Warrants | $ 7,002 | |||||
Warrant [Member] | ||||||
Warrant liability [Line Items] | ||||||
Exercise Of Warrants For Shares | 1,279,647 | |||||
Convertible Notes Payable [Member] | ||||||
Warrant liability [Line Items] | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | 200,000 | ||||
IPO [Member] | ||||||
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,200,000 | 4,200,000 | ||||
Private Placement [Member] | ||||||
Warrant liability [Line Items] | ||||||
Warrants Issued Against Its Ordinary Shares | 4,800,000 | 4,800,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Revenues | ||||||
Sales Revenue | [1] | $ 47,148 | $ 42,416 | $ 131,078 | $ 115,317 | |
Sales to related parties | [1] | 15,744 | 11,037 | 41,910 | 37,913 | |
Expenses | ||||||
Fees paid to Directors and Officers | 235 | 32 | 1,012 | 653 | ||
Payments to other related parties | 385 | (34) | 1,250 | 1,137 | ||
Current Assets | ||||||
Due from Related Parties, Current | [1] | 31,991 | 31,991 | $ 28,564 | ||
Long term payment agreement from VS | 2,536 | 2,536 | 4,220 | |||
Liabilities | ||||||
Due to Related Parties | 1,754 | 1,754 | 1,999 | |||
ES Windows LLC [Member] | ||||||
Revenues | ||||||
Sales Revenue | 14,366 | 8,872 | 37,264 | 27,023 | ||
Current Assets | ||||||
Due From Related Parties | 20,477 | 20,477 | 13,814 | |||
Ventanas Solar S.A. [Member] | ||||||
Revenues | ||||||
Sales Revenue | 1,229 | 1,662 | 3,828 | 8,898 | ||
Current Assets | ||||||
Due From Related Parties | 8,351 | 8,351 | 7,979 | |||
Union Temporal ESW [Member] | ||||||
Current Assets | ||||||
Due From Related Parties | 0 | 0 | 2,000 | |||
A Construir S.A. [Member] | ||||||
Liabilities | ||||||
Due to Related Parties | 550 | 550 | 995 | |||
Related Parties,Other [Member] | ||||||
Revenues | ||||||
Sales to related parties | 149 | $ 503 | 818 | $ 1,992 | ||
Current Assets | ||||||
Due from other related parties | 3,277 | 3,277 | 4,771 | |||
Liabilities | ||||||
Due to other related parties | $ 1,204 | $ 1,204 | $ 1,004 | |||
[1] | Related party revenue Certain related parties were not adequately identified as such in previous reports and are now being considered in the amounts presented on the Condensed Consolidated Balance Sheet, the Consolidated condensed statement of operations, the Statement of cash flows and the related parties footnote. |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Line Items] | ||||||
Related Party Transaction, Description of Transaction | less than $0.7 million | less than $0.1 million | $0.4 million | less than $0.1 million | ||
Ventanas Solar [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Trade Receivables Held-for-sale, Reconciliation to Cash Flow, Deductions from Held-for-sale | $ 6.6 | |||||
Debt Instrument, Description of Variable Rate Basis | Libor + 4.7% | |||||
Santa Maria Del Mar SA [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Guarantor Obligations, Current Carrying Value | $ 0.2 | |||||
ESW LLC [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 3.9 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Textual) - A. Lorne Weil [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 07, 2013 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||
Notes Payable | $ 150 | ||
Loans Unpaid Amount | $ 80 | ||
Loans Paid Amount | $ 1 | $ 70 | |
Notes Payable, Noncurrent, Total | $ 79 |
Derivative Financial Instrume64
Derivative Financial Instruments (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 55 | $ 134 |
Equity (Details Textual)
Equity (Details Textual) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Apr. 14, 2015 | |
Subscription Agreement With Affiliate, Number Shares Issued | 500,000 | ||
Dividends Payable, Amount Per Share | $ 0.50 | ||
Exercise Of Warrants For Shares | 1,279,647 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 532,078 | ||
Director [Member] | |||
Dividends Payable, Amount Per Share | $ 0.125 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Nov. 12, 2015 | Nov. 09, 2015 | Dec. 31, 2014 | Nov. 10, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||
Subscription Agreement With Affiliate, Number Shares Issued | 500,000 | ||||
Long-term Line of Credit | $ 26.8 | $ 30.8 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Subscription Agreement With Affiliate, Number Shares Issued | 566,162 | ||||
Long-term Line of Credit | $ 20.8 | ||||
Debt Instrument, Term | 10 years | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.3 |