Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
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 |
Trading Symbol | TGLS |
Entity Common Stock, Shares Outstanding | 26,914,764 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 18,194 | $ 18,496 |
Investments | 26,697 | 1,470 |
Trade accounts receivable, net | 64,999 | 52,515 |
Due from related parties | 33,620 | 28,073 |
Inventories | 55,341 | 46,011 |
Other current assets | 26,134 | 20,814 |
Total current assets | 224,985 | 167,379 |
Long term assets: | ||
Property, plant and equipment, net | 145,738 | 135,974 |
Long term receivables from related parties | 2,536 | 2,536 |
Other long term assets | 10,638 | 10,310 |
Total long term assets | 158,912 | 148,820 |
Total assets | 383,897 | 316,199 |
Current liabilities: | ||
Short-term debt and current portion of long term debt | 60,365 | 16,921 |
Note payable to shareholder | 79 | 79 |
Trade accounts payable | 41,919 | 39,142 |
Due to related parties | 1,698 | 1,283 |
Current portion of customer advances on uncompleted contracts | 12,578 | 11,841 |
Earnout Share Liability | 12,650 | 13,740 |
Warrant liability | 25,080 | 31,213 |
Other current liabilities | 27,536 | 22,530 |
Total current liabilities | 181,905 | 136,749 |
Long term liabilities: | ||
Earnout Shares Liability | 17,800 | 20,414 |
Customer advances on uncompleted contracts | 8,931 | 4,404 |
Long term debt | 126,494 | 121,493 |
Total Long Term Liabilities | 153,225 | 146,311 |
Total liabilities | $ 335,130 | $ 283,060 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders' equity | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2016 and December 31, 2015 respectively | $ 0 | $ 0 |
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 26,914,764 and 26,895,636 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 3 | 3 |
Legal Reserves | 1,367 | 1,367 |
Additional paid-in capital | 45,806 | 45,584 |
Retained earnings | 31,018 | 17,354 |
Accumulated other comprehensive (loss) | (29,427) | (31,169) |
Total shareholders’ equity | 48,767 | 33,139 |
Total liabilities and shareholders’ equity | $ 383,897 | $ 316,199 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Shares, Issued | 26,914,764 | 26,895,136 |
Ordinary shares, Shares, Outstanding | 26,914,764 | 26,895,136 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Revenues: | ||
External customers | $ 46,263 | $ 38,100 |
Related parties | 14,640 | 13,943 |
Total operating revenues | 60,903 | 52,043 |
Cost of sales | 37,694 | 33,433 |
Gross profit | 23,209 | 18,610 |
Operating expenses | (11,717) | (10,608) |
Operating income | 11,492 | 8,002 |
Gain on change in fair value of warrant liability | 5,911 | 5,078 |
Gain on change in fair value of earnout share liability | 3,704 | 1,981 |
Non-operating (loss)/income, net | (676) | 3,725 |
Interest expense | (3,124) | (2,152) |
Income before taxes | 17,307 | 16,634 |
Income tax provision | 3,643 | 4,772 |
Net income | 13,664 | 11,862 |
Comprehensive income: | ||
Net income | 13,664 | 11,862 |
Foreign currency translation adjustments | 1,742 | (5,167) |
Total comprehensive income | $ 15,406 | $ 6,695 |
Basic income per share (in dollars per share) | $ 0.51 | $ 0.48 |
Diluted income per share (in dollars per share) | $ 0.47 | $ 0.42 |
Basic weighted average common shares outstanding (in shares) | 26,907,391 | 24,801,132 |
Diluted weighted average common shares outstanding (in shares) | 29,328,407 | 28,114,251 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 13,664 | $ 11,862 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,261 | 2,501 |
Loss on disposition of assets | 0 | (9) |
Change in fair value of derivative liability | (10) | (18) |
Change in fair value of investments | (21) | 0 |
Change in fair value of warrant liability | (5,911) | (5,078) |
Change in fair value of earnout share liability | (3,704) | (1,981) |
Deferred income taxes | 387 | (157) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (9,560) | (5,099) |
Inventories | (6,877) | (4,928) |
Prepaid expenses and other current assets | 165 | 153 |
Other assets | (6,279) | (3,325) |
Trade accounts payable | 1,017 | 4,398 |
Customer advances on uncompleted contracts | 4,261 | 5,954 |
Related parties | (3,620) | (4,397) |
Other current liabilities | 3,091 | 5,463 |
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (10,136) | 5,339 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 234 | 255 |
Purchase of investments | (23,621) | (403) |
Acquisition of property and equipment | 0 | (4,769) |
CASH USED IN INVESTING ACTIVITIES | (23,387) | (4,917) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 124,570 | 22,255 |
Repayments of debt | (91,649) | (21,767) |
CASH PROVIDED BY FINANCING ACTIVITIES | 32,921 | 488 |
Effect of exchange rate changes on cash and cash equivalents | 300 | 292 |
NET (DECREASE) INCREASE IN CASH | (302) | 1,202 |
Cash and equivalents - Beginning of period | 18,496 | 15,930 |
Cash and equivalents - End of period | 18,194 | 17,132 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 2,203 | 1,385 |
Taxes | 4,440 | 1,423 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under capital lease and debt | $ 6,883 | $ 9,100 |
General
General | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. General Business Description Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s 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 more than half of its production to foreign countries. TG manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. ES designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. Basis of Presentation and Use of Estimates The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. 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 Securities and Exchange Commission (“SEC”) for interim reporting purposes. The preparation of these unaudited, condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions or conditions. Estimates inherent in the preparation of these, consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and valuation of warrants 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 Notes 11 and 12, respectively. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the results of the period presented |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2. Summary of significant accounting policies The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the analysis of markets, costs and expenses, assets, liabilities, financing and cash flow indicators. As such, our subsidiaries’ assets and liabilities are translated at the exchange rate in effect at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items in our financial statements fluctuates from period to period. Also, exchange gains and losses arising from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as foreign exchange gains and losses within non-operating income, net. Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts, which amount to approximately 17% of the Company’s sales for the quarter ended March 31, 2016 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 and installation of products, 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 have not had a material effect on the Company’s financial Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 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. The Company accounts for the warrants against its ordinary shares as a derivative liability. The Company classifies the warrant instrument as a liability at its fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until the warrants are exercised by warrant holder or they expire, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. The Company determines the fair value of warrant liability 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 When the warrants are exercised for ordinary shares, the Company remeasures the fair value of the exercised warrants as of the date of exercise using available fair value methods and 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. The fair value of the exercised warrants on the date of exercise is recorded as a charge to additional paid-in capital in shareholders equity. The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants to purchase ordinary shares, unit purchase options exercisable into ordinary shares, and shares issuable under the earnout agreement in the calculation of diluted income per share, which resulted in 2,421,017 3,313,119 2016 2015 Numerator for basic and diluted earnings per shares Net Income $ 13,664 $ 11,862 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 26,907,391 24,801,132 Effect of dilutive warrants and earnout shares 2,421,017 3,313,119 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,328,407 28,114,251 Basic earnings per ordinary share $ 0.51 $ 0.48 Diluted earnings per ordinary share $ 0.47 $ 0.42 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 income from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Columbia. The Company recorded a net loss of $ 1,257 3,361 The Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents shipping and handling costs in selling expenses. Shipping and handling costs for the three-month periods ended March 31, 2016 and 2015 were $ 2,930 2,248 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. 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. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Note 3. - Investments As of March 31, 2016, the Company had a 180 25,000 25 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4. - Inventories, net March 31, 2016 December 31, 2015 Raw materials $ 40,437 $ 36,254 Work in process 7,496 3,451 Finished goods 3,387 2,875 Stores and spares 3,755 3,190 Packing material 266 241 $ 55,341 $ 46,011 |
Other Current Assets and Other
Other Current Assets and Other Long Term Assets | 3 Months Ended |
Mar. 31, 2016 | |
Other Current Assets and Other Long Term Assets [Abstract] | |
Other Assets Disclosure [Text Block] | Note 5. Other Current Assets and Other Long Term Assets March 31, 2016 December 31, 2015 Unbilled receivables on uncompleted contracts $ 12,761 $ 9,868 Prepaid Expenses 1,588 3,152 Advances and other receivables 11,785 7,794 Other current assets $ 26,134 $ 20,814 March 31, 2016 December 31, 2015 Intangible assets $ 1,798 $ 1,920 Goodwill 1,330 1,330 Deferred income taxes 389 640 Income producing real estate investments 6,424 6,420 Other assets 697 - Other long term assets $ 10,638 $ 10,310 Intangible assets are comprised of Miami-Dade County Notices of Acceptance (“NOAs”), The weighted average amortization period is 10 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property, Plant and Equipment, Net March 31, 2016 December 31, 2015 Building $ 46,258 $ 41,804 Machinery and equipment 115,733 107,179 Office equipment and software 4,186 3,528 Vehicles 1,569 1,402 Furniture and fixtures 1,973 1,569 Total property, plant and equipment 169,719 155,482 Accumulated depreciation and amortization (38,060) (33,018) Net value of property and equipment 131,659 122,464 Land 14,079 13,510 Total property, plant and equipment, net $ 145,738 $ 135,974 Depreciation and amortization expense, inclusive of capital lease amortization, for the three-month periods ended March 31, 2016 and 2015 amounted to $ 2,676 1,982 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7. Debt At March 31, 2016, the Company owed $ 186,859 15 2.3 18.3 The mortgage loan with TD Bank secured by Tecno RE in December 2014 to finance the acquisition of real property in Miami-Dade County, Florida contained a covenant requiring a 1.0:1 March 31, 2016 December 31, 2015 Obligations under borrowing arrangements $ 186,859 $ 138,413 Less: Current portion of long-term debt and other current borrowings 60,365 16,921 Long-term debt $ 126,494 $ 121,493 2017 $ 60,365 2018 10,165 2019 11,344 2020 16,747 2021 24,308 Thereafter 63,930 Total $ 186,859 The Company had $ 13,306 8,524 68,447 48,056 On January 7, 2016, we entered into a $ 109.5 83.5 26.0 51.6 71 29 In February 2016, the Company entered into a Colombian Peso denominated credit facility for an equivalent amount of $ 25 6 25 Revolving Lines of Credit The Company has approximately $ 3.7 , 9,487 4,640 March 31, 2016 2015 Proceeds from debt $ 124,570 $ 22,255 Repayments of debt $ (91,649) $ (21,767) The Company acquired assets under capital leases and debt during the three months ended March 31, 2016 and 2015 for $ 6,883 9,100 Interest expense for the three-month periods ended March 31, 2016 and 2015 was $ 3,124 2,152 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8. Income Taxes The Company files income tax returns for TG and ES in the Republic of Colombia. Colombia’s Tax Statute was reformed in December 2014. A general corporate income Tax Rate applies at 25 9 2015 2016 2017 2018 2019 Income Tax 25 % 25 % 25 % 25 % 25 % CREE Tax 9 % 9 % 9 % 9 % 9 % CREE Surtax 5 % 6 % 8 % 9 % - Total Tax on Income 39 % 40 % 42 % 43 % 34 % 2016 2015 Current income tax Colombia $ 3,256 $ 4,929 Deferred income tax Colombia 387 (157) Total Provision for Income tax $ 3,643 $ 4,772 Effective tax rate 21.1 % 28.7 % Three months ended March 31, 2016 2015 Change in fair value of warrant liability $ (5,911) $ (5,078) Change in fair value of earnout shares liability (3,704) (1,981) Total non-cash, nontaxable effects of changes in fair value of liabilities $ (9,615) $ (7,059) In addition, the Company’s statutory tax rate increased from 39 40 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 9. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined by the lowest level inputs that are significant to the fair value measurement. Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability 25,080 Earnout shares liability 30,450 Interest Rate Swap Derivative Liability 33 Marketable Equity Securities 448 Short term investments 25,000 Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability 31,213 Earnout shares liability 34,154 Interest Rate Swap Derivative Liability 42 Marketable Equity Securities 428 As of December 31, 2015, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 7 March 31, 2016 December 31, 2015 Fair Value 145,877 138,347 Carrying Value 126,494 121,493 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 10. Segment and Geographic Information Three months ended March 31, 2016 2015 Colombia $ 18,578 $ 17,382 United States 37,166 31,678 Panama 2,914 1,468 Other 2,245 1,515 Total Revenues $ 60,903 $ 52,043 |
Earnout Share Liability
Earnout Share Liability | 3 Months Ended |
Mar. 31, 2016 | |
Earnout Share Liability [Abstract] | |
Earnout Share Liability Disclosure [Text Block] | Note 11. Earnout Share Liability 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. The earnout shares are expected to be released in up to ten business days from the date the Company files its Annual Report with the SEC 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, 2015 $ 34,154 Fair value adjustment - three months ended March 31, 2016 (3,704) Balance - March 31, 2016 $ 30,450 The main variable that affected the change in fair value of the earnout share liability was the stock price which declined from $ 13.74 12.65 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2016 | |
Warrant Liability [Abstract] | |
Warrant Liability [Text Block] | Note 12. Warrant Liability The fair value of the warrant liability was determined by the Company using the Binomial Lattice pricing model. This model is dependent upon several variables such as the instrument’s expected term, expected strike price, expected risk-free interest rate over the expected instrument term, the expected dividend yield rate over the expected instrument term and the expected volatility of the Company’s stock price over the expected term. The expected term represents the period of time that the instruments granted are expected to be outstanding. The expected strike price is based upon a weighted average probability analysis of the strike price changes expected during the term as a result of the down round protection. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected terms of the options at the date of valuation. Expected dividend yield is based on historical trends. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly-traded companies. The inputs to the model were as follows: March 31, 2016 December 31, 2015 Stock Price $ 12.65 $ 13.74 Dividend Yield* $ 0.125 $ 0.125 Risk-free rate 0.49 % 0.65 % Expected Term 0.72 0.97 Expected Volatility 41.16 % 37.69 % *A quarterly dividend of $ 0.125 Balance - December 31, 2015 $ 31,213 Adjustment to fair value of warrants excercised cashlessly (222) Adjustment to fair value of unexcercised warrants (5,911) Balance - March 31, 2016 $ 25,080 The main variable that affected the change in fair value of the warrant liability was the stock price which declined from $ 13.74 12.65 The Company’s equity warrants are exercisable by the warrant holder in either of two modes: (i) by making a cash payment at the exercise price and receiving ordinary shares (“cash exercise”), or (ii) by applying a formula in the warrant agreement that is based on the market price of the shares on the NASDAQ market in order to receive ordinary shares for the warrant with no cash payment (“cashless exercise”). When the warrants are exercised for ordinary shares, the Company re-measures the fair value of the exercised warrants as of the date of exercise using quoted prices on the OTC Pink Markets and records the change in fair value in the consolidated statement of operations, and records the fair value of the exercised warrants as additional paid-in capital in the shareholders equity section of the Company’s balance sheet. Of 2,480,289 102,570 2,377,719 1,020,976 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 13. Related Parties The Company’s major related party entities are: ESWindows LLC Three months ended March 31, 2016 2015 Revenues Sales to ESW LLC $ 11,669 $ 11,871 Sales to VS 2,689 1,046 Sales to other related parties 282 1,026 Sales to related parties $ 14,640 $ 13,943 Expenses Fees paid to Directors and Officers 359 523 Payments to other related parties 713 446 1,072 969 March 31, December 31, 2016 2015 Current Assets Due from ESW LLC $ 20,951 $ 17,887 Due from VS 8,898 6,895 Due from other related parties 3,671 3,291 $ 33,620 $ 28,073 Long term payment agreement from VS $ 2,536 $ 2,536 Liabilities Due to related parties $ 1,594 $ 1,283 Due from other related parties as of March 31, 2016 includes $ 617 654 266 256 . Payments to other related parties during the three month period ended March 31, 2016 include charitable contributions to the Company’s foundation for $ 332 246 During 2015 and 2014, the Company and VS executed a short-term payment agreement and a three-year payment agreement that were mainly created to fund working capital to VS due the timing difference between the collections from VS’s customers. The interest rate of these payment agreements are Libor + 4.7% paid semiannually and Libor +6.5% paid monthly for the short-term agreement and the three-year agreement, respectively. The Company and VS subsequently normalized the short term agreement to pay the totality of the obligation by December of 2016. In December 2014, ESW LLC, a related party, guaranteed a mortgage loan for $ 3,920 Analysis of Variable Interest Entities The Company conducted an evaluation as a reporting entity of its involvement with certain significant related party business entities as of March 31, 2016 in order to determine whether these entities were variable interest entities requiring consolidation or disclosures in the financial statements of the Company. The Company evaluated the purpose for which these entities were created and the nature of the risks in the entities as required by the guidance under ASC 810-10-25 - Consolidation and related Subsections. From all the entities analyzed, only two entities, ESW LLC and VS, resulted in having variable interests. However, as of the date of the initial evaluation and for the three months ended March 31, 2016, 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. |
Note Payable to Shareholder
Note Payable to Shareholder | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | Note 14. Note Payable to Shareholder From September 5, 2013 to November 7, 2013, A. Lorne Weil loaned the Company $150 of which $70 was paid at closing of the Merger and $80 remained unpaid as of March 31, 2016 and December 31, 2015. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instrument, Fair Value Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 15. Derivative Financial Instruments In 2012, the Company entered into two interest rate swap 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 as of March 31, 2016 at an aggregate fair value of $ 33 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 16. Commitments and Contingencies Guarantees Guarantees on behalf of, or from related parties are disclosed in Note 1 Legal Matters Tecnoglass S.A. and Tecnoglass USA, Inc., a related party, were named in a civil action for wrongful death, negligence and negligent infliction of emotional distress arising out of a workplace accident where a crate of glass fell and fatally crushed a worker during the unloading process. TG denied liability and rigorously defended the claim in court. TG’s insurance carrier provided coverage to TG under a $ 3.0 1,075 60 90 C.I. Energia Solar S.A. filed a lawsuit against Bagatelos Arch Glass in Colombia for $ 1,560 General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 17. Subsequent Events 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) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the analysis of markets, costs and expenses, assets, liabilities, financing and cash flow indicators. As such, our subsidiaries’ assets and liabilities are translated at the exchange rate in effect at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items in our financial statements fluctuates from period to period. Also, exchange gains and losses arising from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as foreign exchange gains and losses within non-operating income, net. |
Revenue Recognition, Policy [Policy Text Block] | Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. Delivery to the customer is deemed to have occurred when the title is passed to the customer. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer. Revenues from fixed price contracts, which amount to approximately 17% of the Company’s sales for the quarter ended March 31, 2016 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 and installation of products, 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 have not had a material effect on the Company’s financial |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Buildings 20 Machinery and equipment 10 Furniture and fixtures 10 Office equipment and software 5 Vehicles 5 |
Earnout Shares Liability [Policy Text Block] | Earnout shares liability In accordance with ASC 815 Derivatives and hedging, the Company’s EBITDA/Ordinary Share Price Shares (“Earnout Shares”) are not considered indexed to the Company’s own stock and therefore are accounted for as a liability with fair value changes being recorded in the consolidated statements of operations and comprehensive income. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until released or until the expiration of the liability in December 31, 2016 under the governing agreement, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. When the earnout shares are released from the escrow account upon achievement of the conditions set forth in the earnout share agreement, the Company records the fair value of the released shares out of the earnout share liability and into common stock and additional paid-in capital within the shareholders equity section of the Company’s condensed consolidated balance sheets. |
Fair Value Warrant Liability [Policy Text Block] | Warrant liability The Company accounts for the warrants against its ordinary shares as a derivative liability. The Company classifies the warrant instrument as a liability at its fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until the warrants are exercised by warrant holder or they expire, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. The Company determines the fair value of warrant liability 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 When the warrants are exercised for ordinary shares, the Company remeasures the fair value of the exercised warrants as of the date of exercise using available fair value methods and 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. The fair value of the exercised warrants on the date of exercise is recorded as a charge to additional paid-in capital in shareholders equity. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands. The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any. The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. |
Earnings Per Share, Policy [Policy Text Block] | Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants to purchase ordinary shares, unit purchase options exercisable into ordinary shares, and shares issuable under the earnout agreement in the calculation of diluted income per share, which resulted in 2,421,017 3,313,119 2016 2015 Numerator for basic and diluted earnings per shares Net Income $ 13,664 $ 11,862 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 26,907,391 24,801,132 Effect of dilutive warrants and earnout shares 2,421,017 3,313,119 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,328,407 28,114,251 Basic earnings per ordinary share $ 0.51 $ 0.48 Diluted earnings per ordinary share $ 0.47 $ 0.42 |
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 Income, net The Company recognizes non -operating income from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Columbia. The Company recorded a net loss of $ 1,257 3,361 |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs The Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents shipping and handling costs in selling expenses. Shipping and handling costs for the three-month periods ended March 31, 2016 and 2015 were $ 2,930 2,248 |
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. 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. |
Summary of significant accoun24
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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-month periods ended March 31, 2016 and 2015: 2016 2015 Numerator for basic and diluted earnings per shares Net Income $ 13,664 $ 11,862 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 26,907,391 24,801,132 Effect of dilutive warrants and earnout shares 2,421,017 3,313,119 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 29,328,407 28,114,251 Basic earnings per ordinary share $ 0.51 $ 0.48 Diluted earnings per ordinary share $ 0.47 $ 0.42 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are comprised of the following: March 31, 2016 December 31, 2015 Raw materials $ 40,437 $ 36,254 Work in process 7,496 3,451 Finished goods 3,387 2,875 Stores and spares 3,755 3,190 Packing material 266 241 $ 55,341 $ 46,011 |
Other Current Assets and Othe26
Other Current Assets and Other Long Term Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Current Assets and Other Long Term Assets [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other current assets are comprised of the following: March 31, 2016 December 31, 2015 Unbilled receivables on uncompleted contracts $ 12,761 $ 9,868 Prepaid Expenses 1,588 3,152 Advances and other receivables 11,785 7,794 Other current assets $ 26,134 $ 20,814 |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other long term assets are comprised of the following: March 31, 2016 December 31, 2015 Intangible assets $ 1,798 $ 1,920 Goodwill 1,330 1,330 Deferred income taxes 389 640 Income producing real estate investments 6,424 6,420 Other assets 697 - Other long term assets $ 10,638 $ 10,310 |
Property, Plant and Equipment27
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | March 31, 2016 December 31, 2015 Building $ 46,258 $ 41,804 Machinery and equipment 115,733 107,179 Office equipment and software 4,186 3,528 Vehicles 1,569 1,402 Furniture and fixtures 1,973 1,569 Total property, plant and equipment 169,719 155,482 Accumulated depreciation and amortization (38,060) (33,018) Net value of property and equipment 131,659 122,464 Land 14,079 13,510 Total property, plant and equipment, net $ 145,738 $ 135,974 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt [Table Text Block] | March 31, 2016 December 31, 2015 Obligations under borrowing arrangements $ 186,859 $ 138,413 Less: Current portion of long-term debt and other current borrowings 60,365 16,921 Long-term debt $ 126,494 $ 121,493 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of long term debt and other current borrowings are as follows as of March 31, 2016: 2017 $ 60,365 2018 10,165 2019 11,344 2020 16,747 2021 24,308 Thereafter 63,930 Total $ 186,859 |
Schedule of Debt [Table Text Block] | Proceeds from debt and repayments of debt for the three months ended March 31, 2016 and 2015 are as follows: March 31, 2016 2015 Proceeds from debt $ 124,570 $ 22,255 Repayments of debt $ (91,649) $ (21,767) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: 2016 2015 Current income tax Colombia $ 3,256 $ 4,929 Deferred income tax Colombia 387 (157) Total Provision for Income tax $ 3,643 $ 4,772 Effective tax rate 21.1 % 28.7 % |
Schedule Of Non-Cash, Non Taxable Losses And Gains From Changes In Fair Values Of Warrant And Earnout Shares Liabilities [Table Text Block] | The Company's effective tax rates for the three-month periods ended March 31,2016 and 2015 reflect the non-cash, non-deductible losses and non-taxable gains from changes in the fair values of the Company’s warrant and earnout shares liabilities in the table below: Three months ended March 31, 2016 2015 Change in fair value of warrant liability $ (5,911) $ (5,078) Change in fair value of earnout shares liability (3,704) (1,981) Total non-cash, nontaxable effects of changes in fair value of liabilities $ (9,615) $ (7,059) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2016: Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability 25,080 Earnout shares liability 30,450 Interest Rate Swap Derivative Liability 33 Marketable Equity Securities 448 Short term investments 25,000 |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2015: Quotes Prices Significant Significant in Active Other Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Warrant Liability 31,213 Earnout shares liability 34,154 Interest Rate Swap Derivative Liability 42 Marketable Equity Securities 428 |
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Table Text Block] | The following table summarizes the fair value and carrying amounts of our long term debt: March 31, 2016 December 31, 2015 Fair Value 145,877 138,347 Carrying Value 126,494 121,493 |
Segment and Geographic Inform31
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company operates a single segment business for product consisting of four geographical sales territories as follows: Three months ended March 31, 2016 2015 Colombia $ 18,578 $ 17,382 United States 37,166 31,678 Panama 2,914 1,468 Other 2,245 1,515 Total Revenues $ 60,903 $ 52,043 |
Earnout Share Liability (Tables
Earnout Share Liability (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnout Share Liability [Abstract] | |
Earnout Share 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, 2015 $ 34,154 Fair value adjustment - three months ended March 31, 2016 (3,704) Balance - March 31, 2016 $ 30,450 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrant Liability [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The inputs to the model were as follows: March 31, 2016 December 31, 2015 Stock Price $ 12.65 $ 13.74 Dividend Yield* $ 0.125 $ 0.125 Risk-free rate 0.49 % 0.65 % Expected Term 0.72 0.97 Expected Volatility 41.16 % 37.69 % *A quarterly dividend of $ 0.125 |
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, 2015 $ 31,213 Adjustment to fair value of warrants excercised cashlessly (222) Adjustment to fair value of unexcercised warrants (5,911) Balance - March 31, 2016 $ 25,080 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Three months ended March 31, 2016 2015 Revenues Sales to ESW LLC $ 11,669 $ 11,871 Sales to VS 2,689 1,046 Sales to other related parties 282 1,026 Sales to related parties $ 14,640 $ 13,943 Expenses Fees paid to Directors and Officers 359 523 Payments to other related parties 713 446 1,072 969 March 31, December 31, 2016 2015 Current Assets Due from ESW LLC $ 20,951 $ 17,887 Due from VS 8,898 6,895 Due from other related parties 3,671 3,291 $ 33,620 $ 28,073 Long term payment agreement from VS $ 2,536 $ 2,536 Liabilities Due to related parties $ 1,594 $ 1,283 |
Summary of significant accoun35
Summary of significant accounting policies (Details) | 3 Months Ended |
Mar. 31, 2016 | |
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 accoun36
Summary of significant accounting policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator for basic and diluted earnings per shares | ||
Net Income | $ 13,664 | $ 11,862 |
Denominator | ||
Denominator for basic earnings per ordinary share - weighted average shares outstanding (in shares) | 26,907,391 | 24,801,132 |
Effect of dilutive warrants and earnout shares (in shares) | 2,421,017 | 3,313,119 |
Denominator for diluted earnings per ordinary share - weighted average shares outstanding (in shares) | 29,328,407 | 28,114,251 |
Basic earnings per ordinary share (in dollars per share) | $ 0.51 | $ 0.48 |
Diluted earnings per ordinary share (in dollars per share) | $ 0.47 | $ 0.42 |
Summary of significant accoun37
Summary of significant accounting policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Significant Accounting Policies [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 1,257 | $ 3,361 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,421,017 | 3,313,119 |
Shipping, Handling and Transportation Costs | $ 2,930 | $ 2,248 |
Investments (Details Textual)
Investments (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Feb. 29, 2016 | |
Line of Credit Facility [Line Items] | ||
Cash Deposit Term | 180 days | |
Time Deposits, at Carrying Value | $ 25,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 40,437 | $ 36,254 |
Work in process | 7,496 | 3,451 |
Finished goods | 3,387 | 2,875 |
Stores and spares | 3,755 | 3,190 |
Packing material | 266 | 241 |
Total Inventories | $ 55,341 | $ 46,011 |
Other Current Assets and Othe40
Other Current Assets and Other Long Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Current Assets and Other Long Term Assets [Line Items] | ||
Unbilled receivables on uncompleted contracts | $ 12,761 | $ 9,868 |
Prepaid Expenses | 1,588 | 3,152 |
Advances and other receivables | 11,785 | 7,794 |
Other current assets | $ 26,134 | $ 20,814 |
Other Current Assets and Othe41
Other Current Assets and Other Long Term Assets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Current Assets and Other Long Term Assets [Line Items] | ||
Intangible assets | $ 1,798 | $ 1,920 |
Goodwill | 1,330 | 1,330 |
Deferred income taxes | 389 | 640 |
Real estate Investments | 6,424 | 6,420 |
Other assets | 697 | 0 |
Other long term assets | $ 10,638 | $ 10,310 |
Other Current Assets and Othe42
Other Current Assets and Other Long Term Assets (Details Textual) | 3 Months Ended |
Mar. 31, 2016 | |
Other Current Assets and Other Long Term Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Property, Plant and Equipment43
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 169,719 | $ 155,482 |
Accumulated depreciation and amortization | (38,060) | (33,018) |
Net value of property and equipment | 131,659 | 122,464 |
Land | 14,079 | 13,510 |
Total property, plant and equipment, net | 145,738 | 135,974 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 46,258 | 41,804 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 115,733 | 107,179 |
Office equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 4,186 | 3,528 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,569 | 1,402 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,973 | $ 1,569 |
Property, Plant and Equipment44
Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Total | $ 3,261 | $ 2,501 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Long Term Debt [Line Items] | ||
Obligations under borrowing arrangements | $ 186,859 | $ 138,413 |
Less: Current portion of long-term debt and other current borrowings | 60,365 | 16,921 |
Long-term debt | $ 126,494 | $ 121,493 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Mar. 31, 2016USD ($) |
2,017 | $ 60,365 |
2,018 | 10,165 |
2,019 | 11,344 |
2,020 | 16,747 |
2,021 | 24,308 |
Thereafter | 63,930 |
Total | $ 186,859 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Proceeds from debt | $ 124,570 | $ 22,255 |
Repayments of debt | $ (91,649) | $ (21,767) |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Thousands | Jan. 07, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Feb. 29, 2016 |
Long Term Debt [Line Items] | |||||
Borrowings under Guaranteed Investment Agreements | $ 186,859 | ||||
Debt Instrument, Term | 7 years | ||||
Line of Credit Facility, Interest Rate Description | Borrowings under the facility will bear interest at a weighted average interest rate of 7% for the first year, and thereafter at a rate of LIBOR plus 5.25% and DTF (Colombian index) plus 5.00% for the respective USD and COP denominated tranches. | The floating interest rates on the revolving notes are between DTF+4.2% and DTF+6%. DTF, the primary measure of interest rates in Colombia | |||
Interest Expense, Debt | 3,124 | $ 2,152 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000 | ||||
Assets Acquired Under Capital Lease | $ 6,883 | $ 9,100 | |||
Proceeds from Secured Lines of Credit | $ 109,500 | ||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 83,500 | ||||
Line of Credit Facility, Capacity Available for Trade Purchases | 26,000 | ||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 51,600 | ||||
Debt Service Coverage Ratio | 1.0:1 | 1.0:1 | |||
Short-term Debt, Total | $ 25,000 | ||||
Tranche One [Member] | |||||
Long Term Debt [Line Items] | |||||
Line Of Credit Currency Translation Percentage | 71.00% | ||||
Tranche Two [Member] | |||||
Long Term Debt [Line Items] | |||||
Line Of Credit Currency Translation Percentage | 29.00% | ||||
Other Long Term Assets [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Collateral Amount | 68,447 | $ 48,056 | |||
Property, Plant and Equipment [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Collateral Amount | 13,306 | 8,524 | |||
Revolving Lines Of Credit [Member] | |||||
Long Term Debt [Line Items] | |||||
Long-term Line of Credit | 9,487 | $ 4,640 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,700 | ||||
Line Of Credit Facility Denominated in COP [Member] | |||||
Long Term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||
Short Term Line Of Credit Facility [Member] | |||||
Long Term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000 | ||||
Maximum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Term | 15 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 18.30% | ||||
Minimum [Member] | |||||
Long Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 2.30% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent | 21.10% | 28.70% |
Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2015 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 39.00% | |
Tax Year 2015 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2015 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2015 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 5.00% | |
Tax Year 2016 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | |
Tax Year 2016 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2016 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2016 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 6.00% | |
Tax Year 2017 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 42.00% | |
Tax Year 2017 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2017 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2017 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 8.00% | |
Tax Year 2018 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 43.00% | |
Tax Year 2018 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2018 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2018 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2019 [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 34.00% | |
Tax Year 2019 [Member] | Income Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 25.00% | |
Tax Year 2019 [Member] | CREE Tax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 9.00% | |
Tax Year 2019 [Member] | CREE Surtax [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Current income tax | ||
Colombia | $ 3,256 | $ 4,929 |
Deferred income Tax | ||
Colombia | 387 | (157) |
Total Provision for Income tax | $ 3,643 | $ 4,772 |
Effective tax rate | 21.10% | 28.70% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Change in fair value of warrant liability | $ (5,911) | $ (5,078) |
Change in fair value of earnout shares liability | (3,704) | (1,981) |
Total non-cash, nontaxable effects of changes in fair value of liabilities | $ (9,615) | $ (7,059) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax [Line Items] | ||
Special Additional Tax Rate Description | a CREE Tax based on taxable income applies at a rate of 9% to certain taxpayers including the Company. Prior to the reform, the CREE Tax would only apply up to tax years 2015. The reform makes the CREE tax rate of 9% permanent and an additional CREE Surtax will apply for the years 2015 through 2018 at varying rates. | |
Effective Income Tax Rate Reconciliation, Percent, Total | 21.10% | 28.70% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 40.00% | 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 | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earnout Shares Liability | $ 17,800 | $ 20,414 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | ||
Earnout Shares Liability | ||
Interest Rate Swap Derivative Liability | ||
Marketable equity securities | $ 448 | $ 428 |
Short term investments | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | ||
Earnout Shares Liability | ||
Interest Rate Swap Derivative Liability | $ 33 | $ 42 |
Marketable equity securities | ||
Short term investments | $ 25,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant Liability | 25,080 | $ 31,213 |
Earnout Shares Liability | $ 30,450 | $ 34,154 |
Interest Rate Swap Derivative Liability | ||
Marketable equity securities | ||
Short term investments |
Fair Value Measurements (Deta54
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Line Items] | ||
Carrying Value | $ 186,859 | $ 138,413 |
Fair Value, Inputs, Level 2 [Member] | ||
Summary of The Fair Value And Carrying Amounts of Long Term Debt [Line Items] | ||
Fair Value | 145,877 | 138,347 |
Carrying Value | $ 126,494 | $ 121,493 |
Segment and Geographic Inform55
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net Sales | ||
Revenues, Total | $ 60,903 | $ 52,043 |
COLOMBIA | ||
Net Sales | ||
Revenues, Total | 18,578 | 17,382 |
UNITED STATES | ||
Net Sales | ||
Revenues, Total | 37,166 | 31,678 |
PANAMA | ||
Net Sales | ||
Revenues, Total | 2,914 | 1,468 |
Other | ||
Net Sales | ||
Revenues, Total | $ 2,245 | $ 1,515 |
Earnout Share Liability (Detail
Earnout Share Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Earnout Share Liability [Line Items] | |
Balance - December 31, 2015 | $ 34,154 |
Fair value adjustment - three months ended March 31, 2016 | (3,704) |
Balance - March 31, 2016 | $ 30,450 |
Earnout Share Liability (Deta57
Earnout Share Liability (Details Textual) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Earnout Share Liability [Line Items] | ||
Share Price | $ 12.65 | $ 13.74 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Stock Price | $ 12.65 | $ 13.74 | |
Dividend Yield | [1] | $ 0.125 | $ 0.125 |
Risk-free rate | 0.49% | 0.65% | |
Expected Term | 8 months 19 days | 11 months 19 days | |
Expected Volatility | 41.16% | 37.69% | |
[1] | A quarterly dividend of $0.125 per share commencing in the second quarter of 2016 was assumed. |
Warrant Liability (Details 1)
Warrant Liability (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Warrant liability [Line Items] | |
Balance - December 31, 2015 | $ 31,213 |
Adjustment to fair value of warrants excercised cashlessly | (222) |
Adjustment to fair value of unexcercised warrants | (5,911) |
Balance - March 31, 2016 | $ 25,080 |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Warrant liability [Line Items] | ||
Warrants Exercised By Investors | 2,480,289 | |
Warrants exercised on a cash basis | 102,570 | |
Cash exercise of warrants for shares | 2,377,719 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,020,976 | |
Dividends Payable, Amount Per Share | $ 0.125 | |
Share Price | $ 12.65 | $ 13.74 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenues | |||
Sales Revenue | $ 14,640 | $ 13,943 | |
Expenses | |||
Fees paid to Directors and Officers | 359 | 523 | |
Payments to other related parties | 713 | 446 | |
Sales Expenses | 1,072 | 969 | |
Current Assets | |||
Due From Related Parties | 33,620 | $ 28,073 | |
Long term payment agreement from VS | 2,536 | 2,536 | |
Liabilities | |||
Due to related parties | 1,698 | 1,283 | |
ES Windows LLC [Member] | |||
Revenues | |||
Sales Revenue | 11,669 | 11,871 | |
Current Assets | |||
Due From Related Parties | 20,951 | 17,887 | |
Ventanas Solar S.A. [Member] | |||
Revenues | |||
Sales Revenue | 2,689 | 1,046 | |
Current Assets | |||
Due From Related Parties | 8,898 | 6,895 | |
Related Parties,Other [Member] | |||
Current Assets | |||
Due from other related parties | 3,671 | $ 3,291 | |
Sales to other related parties [Member] | |||
Revenues | |||
Sales Revenue | $ 282 | $ 1,026 |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Line Items] | |||
Notes Receivable, Related Parties | $ 266 | $ 256 | |
Sales Commissions [Member] | |||
Related Party Transactions [Line Items] | |||
Payments to Fund Long-term Loans to Related Parties | 246 | ||
Daesmo [Member] | |||
Related Party Transactions [Line Items] | |||
Due from Other Related Parties | 617 | ||
Consorcio Ventanar ESW - Boca Grande [Member] | |||
Related Party Transactions [Line Items] | |||
Due from Other Related Parties | $ 654 | ||
Ventanas Solar [Member] | |||
Related Party Transactions [Line Items] | |||
Debt Instrument, Description of Variable Rate Basis | The interest rate of these payment agreements are Libor + 4.7% paid semiannually and Libor +6.5% paid monthly for the short-term agreement and the three-year agreement, respectively. The Company and VS subsequently normalized the short term agreement to pay the totality of the obligation by December of 2016. | ||
Company Foundation [Member] | |||
Related Party Transactions [Line Items] | |||
Payments to Fund Long-term Loans to Related Parties | $ 332 | ||
ESW LLC [Member] | |||
Related Party Transactions [Line Items] | |||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 3,920 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details Textual) - A. Lorne Weil [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 07, 2013 |
Note Payable to Shareholder and Advance from Shareholders [Line Items] | |||
Notes Payable | $ 150 | ||
Loans Unpaid Amount | $ 80 | $ 80 | |
Loans Paid Amount | $ 70 |
Derivative Financial Instrume64
Derivative Financial Instruments (Details Textual) $ in Thousands | Mar. 31, 2016USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Fair Value, Gross Liability | $ 33 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Mar. 02, 2016 | Oct. 01, 2014 | Mar. 31, 2016 |
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 1,560 | $ 1,075 | |
Loss Contingency Damages Plaintiffs Period | 60 days | ||
Loss Contingency Damages Insurance Percentage | 90.00% | ||
TG And Tecnoglass USA Inc [Member] | |||
Commitments and Contingencies [Line Items] | |||
Insurance Settlements Receivable | $ 3,000 |