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Related Parties
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Parties

 

  Note 16. Related Parties

 

The following is a summary of assets, liabilities, and income transactions with all related parties:

 

  

December 31,

2021

  

December 31,

2020

 
Due from related parties:          
Alutrafic Led SAS   526    589 
Studio Avanti SAS   408    118 
A Construir SA   196    16 
Due from other related parties   1,122    1,463 
Total due from related parties  $2,252   $2,186 
           
Due to related parties:          
Vidrio Andino   2,834    3,035 
WDI   

-

    

645

 
UT Semaforos de Barranquilla   360    418 
Due from other related parties   663    785 
Total due to related parties  $3,857   $4,883 
Less: Long term liabilities to related parties   -    

645

 
Current liabilities to related parties  $

3,857

   $

4,238

 

 

   2021   2020 
   Year ended December 31, 
   2021   2020 
Sales to related parties:          
Alutrafic Led SAS   1,104    697 
Studio Avanti SAS   757    355 
A Construir SA   198    339 
Sales to other related parties   61    158 
Sales to related parties  $2,120   $1,549 

 

A Construir SA

 

On a recurring basis, we engage A Construir S.A. a heavy construction company operating in Barranquilla, Colombia to carry out construction related to our on-going capital expenditures at our production facilities in Colombia. Affiliates of Jose Daes and Christian Daes, the Company’s CEO and COO, respectively, have an ownership stake in A Construir. During the years ended December 31, 2021 and 2020, the Company purchased $9,292 and $2,365, respectively, from A Construir S.A. for construction and facilities which have been capitalized on the Company’s balance sheet as property, plant and equipment. Additionally, we sold $198 and $339 to A Construir S.A. during fiscal years 2021 and 2020, respectively, and had outstanding accounts receivable from A Construir S.A. for $196 and $140 as of December 31, 2021 and 2020. Based on an external study completed in February of 2022, sales from A Construir to the Company fall within the lower quartile pricing range when compared against other third party providers in the market. During 2021 and 2020, we also paid $490 and $48, respectively, to AST Ingeniaría SAS, a civil engineering firm owned and controlled by A Construir S.A., in relation to works performed on the construction projects A Construir executed on our manufacturing facilities.

 

Alutrafic Led SAS

 

In the ordinary course of business, we sell products to Alutrafic Led SAS (“Alutrafic”), a fabricator of electrical lighting equipment. Affiliates of Jose Daes and Christian Daes, the Company’s CEO and COO, respectively, have an ownership stake in Alutrafic. We sold $1,104 and $697 to Alutrafic during fiscal years 2021 and 2020, respectively, and had outstanding accounts receivable from Alutrafic for $526 and $589 as of December 31, 2021 and 2020.

 

Bancaplus SAS

 

In 2021, we deposited the Colombian Peso equivalent to $2,261 in a cash equivalent investment with Bancaplus SAS a financial services company that conducts factoring and payroll lending operations in Colombia in which Christian Daes, the Company’s COO, has an ownership stake. These are liquid, low risk investments that drive returns in line with or higher than similar instruments in the market.

 

Santa Maria del Mar SAS

 

In the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estación Santa Maria del Mar SAS, a gas station located in the vicinity of our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes, the Company’s CEO and COO. During the years ended December 31, 2021 and 2020 we purchased $291 and $311 respectively. Additionally, during 2022 we also acquired a lot of land adjacent to our manufacturing campus from Santa Maria del Mar SAS for $352.

 

 

Fundacion Tecnoglass-ESWindows

 

Fundacion Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we operate. During the years ended December 31, 2021 and 2020 we made charitable contributions for $1,350 and $1,259, respectively.

 

Studio Avanti SAS

 

In the ordinary course of business, we sell products to Studio Avanti SAS (“Avanti”), a distributer and installer of architectural systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling shareholder of the Company. We sold $757 and $355 to Avanti during fiscal years 2021 and 2020, respectively, and had outstanding accounts receivable from Avanti for $408 and $118 as of December 31, 2021 and 2020.

 

Union Temporal Semaforos de Barranquilla

 

Union Temporal Semáforos de Barranquilla (“UTSB”), a joint venture that manages traffic lights in Barranquilla in which affiliates of Jose Daes and Christian Daes, the Company’s CEO and COO, respectively, have an ownership stake made a working capital loan to one of our subsidiaries in 2019, when the entity was starting its operations, which bore no interest through 2021, and bears interest equal to the Colombian consumer price index plus 3% beginning in 2022. As of December 31, 2021 and 2020 this loan had an outstanding balance of $360 and $418, respectively and is expected to be fully repaid within the next 18 months.

 

Vidrio Andino Joint Venture

 

On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million paid through the contribution of land on December 9, 2020. On October 28, 2020 we acquired said land from a related party and paid for it with the issuance of an aggregate of 1,557,142 ordinary shares of the Company, valued at $7.00 per share, which represented an approximate 33% premium based on the closing stock price as of October 27, 2020.

 

The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million if needed (based on debt availability or other sources).

 

In the ordinary course of business, we purchased $15,308 and $14,339 from Vidrio Andino in 2021 and 2020, respectively. As of December 31, 2021 and 2020 we had outstanding payables to Vidrio Andino for $2,834 and $3,035. We recorded equity method income of $4,177 and $1,387 on our Consolidated Statement of Operations during the years ended December 31, 2021 and 2020, respectively.

 

Window Design and Installation LLC

 

Window Design and Installation LLC (“WDI”), a Florida based glazing contractor formerly owned by two senior sales executives at the Company, made a working capital loan to one of our subsidiaries in 2018 for $600 bearing interest at a rate of 3.7%. WDI was dissolved in 2020 and the loan (including accrued interest) was later condoned by the former shareholders, resulting in non-operating income of $666 on our statement of operations for the year ended December 31, 2021.

 

Zofracosta SA

 

Our subsidiary ES has an investment in Zofracosta SA, a real estate holding company and operator of a tax free zone located in the vicinity of the proposed glass plant being built through our Vidrio Andino joint venture for $764 and $886 as of December 31, 2021 and 2020, respectively. Affiliates of Jose Daes and Christian Daes, the Company’s CEO and COO, respectively, have a majority ownership stake in Zofracosta SA.