XML 27 R17.htm IDEA: XBRL DOCUMENT
v3.4.0.3

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. The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers:
|  | (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 and $0.4 million in the three months and the nine months ended September 30, 2015 and less than $0.1 million for the three- and nine-month 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 million with an interest rate of Libor + 4.7% paid semiannually. The payment agreement was accounted for at fair value. In 2013, the Company guaranteed a loan for $0.2 million used to develop a lot adjacent to the Alutions plant into a related party fuel service station Santa Maria del Mar S.A. At September 30, 2015, the guarantee was in good standing and no liabilities have been recorded, and the Company was in the process of restructuring the guarantee to exclude the involvement of Tecnoglass, S.A., as required by the merger agreement. In December 2014, ESW LLC, an entity controlled by related parties, guaranteed a mortgage loan for $3.9 million for the acquisition of real properties in Miami-Dade County, Florida in favor of Tecnoglass RE, a wholly owned subsidiary of the Company. 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.

X
- References No definition available. + Details
Name: | us-gaap_RelatedPartyTransactionsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A + Details
Name: | us-gaap_RelatedPartyTransactionsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration