Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2019shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Tecnoglass Inc. |
Entity Central Index Key | 0001534675 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 44,858,442 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 47,638 | $ 33,040 |
Investments | 2,336 | 1,163 |
Trade accounts receivable, net | 110,661 | 92,791 |
Due from related parties | 9,396 | 8,239 |
Inventories | 90,906 | 91,849 |
Contract assets - current portion | 50,580 | 46,018 |
Other current assets | 21,773 | 20,299 |
Total current assets | 333,290 | 293,399 |
Long term assets: | ||
Property, plant and equipment, net | 155,900 | 149,199 |
Deferred income taxes | 3,260 | 4,770 |
Contract assets - non-current | 8,601 | 6,986 |
Intangible Assets | 7,731 | 9,006 |
Goodwill | 23,561 | 23,561 |
Long term investments | 44,978 | |
Other long term assets | 3,170 | 2,853 |
Total long term assets | 247,201 | 196,375 |
Total assets | 580,491 | 489,774 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 12,223 | 21,606 |
Trade accounts payable and accrued expenses | 79,092 | 65,510 |
Accrued interest expense | 7,768 | 7,567 |
Due to related parties | 4,335 | 1,500 |
Dividends payable | 1,379 | 736 |
Contract liability - current portion | 14,013 | 16,789 |
Due to equity partners | 10,900 | |
Other current liabilities | 8,579 | 8,887 |
Total current liabilities | 138,289 | 122,595 |
Long term liabilities: | ||
Deferred income taxes | 689 | 2,706 |
Long Term Payable associated to GM&P acquisition | 8,500 | 8,500 |
Long term receivables from related parties | 611 | 600 |
Contract liability - non-current | 564 | 1,436 |
Long term debt | 250,234 | 220,709 |
Total Long Term Liabilities | 260,598 | 233,951 |
Total liabilities | 398,887 | 356,546 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2019 and December 31, 2018 respectively | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 44,858,442 and 38,092,996 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 4 | 4 |
Legal Reserves | 1,367 | 1,367 |
Additional paid-in capital | 203,660 | 157,604 |
Retained earnings | 12,867 | 10,439 |
Accumulated other comprehensive (loss) | (37,340) | (37,058) |
Shareholders' equity attributable to controlling interest | 180,558 | 132,356 |
Shareholders' equity attributable to non-controlling interest | 1,046 | 872 |
Total shareholders' equity | 181,604 | 133,228 |
Total liabilities and shareholders' equity | $ 580,491 | $ 489,774 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 44,858,442 | 38,092,996 |
Ordinary shares, shares outstanding | 44,858,442 | 38,092,996 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating revenues: | ||||
Total operating revenues | $ 113,883 | $ 88,969 | $ 221,051 | $ 176,129 |
Cost of sales | 75,046 | 64,327 | 150,322 | 124,739 |
Gross Profit | 38,837 | 24,642 | 70,729 | 51,390 |
Operating expenses: | ||||
Selling expense | (11,219) | (8,567) | (20,781) | (17,704) |
General and administrative expense | (9,354) | (8,453) | (17,448) | (16,074) |
Total Operating Expenses | (20,573) | (17,020) | (38,229) | (33,778) |
Operating income | 18,264 | 7,622 | 32,500 | 17,612 |
Non-operating income | 353 | 709 | 628 | 1,808 |
Equity method income (loss) | (22) | (22) | ||
Foreign currency transactions (losses) gains | (1,201) | (8,307) | 2,085 | 1,666 |
Interest expense and deferred cost of financing | (5,757) | (5,361) | (11,344) | (10,411) |
Income (loss) before taxes | 11,637 | (5,337) | 23,847 | 10,675 |
Income tax (provision) benefit | (3,977) | 1,467 | (8,856) | (3,926) |
Net income (loss) | 7,660 | (3,870) | 14,991 | 6,749 |
(Income) loss attributable to non-controlling interest | (181) | 212 | (174) | 284 |
Income (loss) attributable to parent | 7,479 | (3,658) | 14,817 | 7,033 |
Comprehensive income: | ||||
Net income (loss) | 7,660 | (3,870) | 14,991 | 6,749 |
Foreign currency translation adjustments | (2,052) | (6,139) | (282) | 2,562 |
Total comprehensive income (loss) | 5,608 | (10,009) | 14,709 | 9,311 |
Comprehensive (income) loss attributable to non-controlling interest | (181) | 212 | (174) | 284 |
Total comprehensive income (loss) attributable to parent | $ 5,427 | $ (9,797) | $ 14,535 | $ 9,595 |
Basic income (loss) per share | $ 0.17 | $ (0.10) | $ 0.35 | $ 0.18 |
Diluted income (loss) per share | $ 0.17 | $ (0.10) | $ 0.35 | $ 0.17 |
Basic weighted average common shares outstanding | 44,840,263 | 38,200,792 | 42,254,672 | 38,135,096 |
Diluted weighted average common shares outstanding | 45,603,939 | 38,200,792 | 43,018,348 | 38,898,772 |
External Customers [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 112,259 | $ 87,785 | $ 217,067 | $ 173,992 |
Related Parties [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 1,624 | $ 1,184 | $ 3,984 | $ 2,137 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 14,991 | $ 6,749 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 524 | (413) |
Provision for obsolete inventory | 27 | |
Depreciation and amortization | 11,558 | 11,458 |
Deferred income taxes | (317) | 2,126 |
Director stock compensation | 142 | |
Equity method loss (income) | 22 | |
Other non-cash adjustments | 836 | 679 |
Changes in operating assets and liabilities: | ||
Trade accounts receivables | (16,836) | (3,952) |
Inventories | 2,078 | (7,329) |
Prepaid expenses | (1,232) | (425) |
Other assets | (1,279) | (91) |
Trade accounts payable and accrued expenses | 8,621 | (2,274) |
Accrued interest expense | 194 | 41 |
Taxes payable | (1,787) | (10,617) |
Labor liabilities | (327) | (114) |
Related parties | 1,795 | 1,279 |
Contract assets and liabilities | (9,793) | (3,735) |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 9,048 | (6,449) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 638 | 367 |
Acquisition of businesses | (34,100) | (6,000) |
Purchase of investments | (676) | (662) |
Acquisition of property and equipment | (13,778) | (4,889) |
CASH USED IN INVESTING ACTIVITIES | (47,916) | (11,184) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 36,656 | 9,067 |
Cash dividend | (2,170) | (1,359) |
Proceeds from equity offering | 36,478 | |
Repayments of debt | (17,661) | (1,934) |
CASH PROVIDED BY FINANCING ACTIVITIES | 53,303 | 5,774 |
Effect of exchange rate changes on cash and cash equivalents | 163 | 861 |
NET INCREASE (DECREASE) IN CASH | 14,598 | (10,998) |
CASH - Beginning of period | 33,040 | 40,923 |
CASH - End of period | 47,638 | 29,925 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 9,529 | 9,074 |
Income Tax | 8,369 | 5,517 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||
Assets acquired under credit or debt | 1,389 | 703 |
Gain in extinguishment of GM&P payment settlement | $ 3,606 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid in Capital [Member] | Legal Reserve [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interest [Member] | Total |
Balance beginning at Dec. 31, 2017 | $ 3 | $ 125,317 | $ 1,367 | $ 22,212 | $ (28,651) | $ 120,248 | $ 1,417 | $ 121,665 |
Balance beginning, shares at Dec. 31, 2017 | 34,836,575 | |||||||
Issuance of common stock | 34 | 34 | 34 | |||||
Issuance of common stock, shares | 4,564 | |||||||
Adoption of ASC 606 | (187) | (187) | (187) | |||||
Stock dividend | $ 1 | 4,128 | (4,947) | (818) | (818) | |||
Stock dividend, shares | 499,080 | |||||||
Foreign currency translation | 8,701 | 8,701 | 8,701 | |||||
Net Income | 10,691 | 10,691 | (72) | 10,619 | ||||
Balance ending at Mar. 31, 2018 | $ 4 | 129,479 | 1,367 | 27,769 | (19,950) | 138,669 | 1,345 | 140,014 |
Balance ending, shares at Mar. 31, 2018 | 35,340,219 | |||||||
Balance beginning at Dec. 31, 2017 | $ 3 | 125,317 | 1,367 | 22,212 | (28,651) | 120,248 | 1,417 | 121,665 |
Balance beginning, shares at Dec. 31, 2017 | 34,836,575 | |||||||
Foreign currency translation | 2,562 | |||||||
Net Income | 6,749 | |||||||
Balance ending at Jun. 30, 2018 | $ 4 | 148,375 | 1,367 | 19,029 | (26,089) | 142,686 | 1,133 | 143,819 |
Balance ending, shares at Jun. 30, 2018 | 37,041,669 | |||||||
Balance beginning at Mar. 31, 2018 | $ 4 | 129,479 | 1,367 | 27,769 | (19,950) | 138,669 | 1,345 | 140,014 |
Balance beginning, shares at Mar. 31, 2018 | 35,340,219 | |||||||
Issuance of common stock | 14,500 | 14,500 | 14,500 | |||||
Issuance of common stock, shares | 1,238,095 | |||||||
Adoption of ASC 606 | ||||||||
Stock dividend | 4,396 | (5,082) | (686) | (686) | ||||
Stock dividend, shares | 463,355 | |||||||
Foreign currency translation | (6,139) | (6,139) | (6,139) | |||||
Net Income | (3,658) | (3,658) | (212) | (3,870) | ||||
Balance ending at Jun. 30, 2018 | $ 4 | 148,375 | 1,367 | 19,029 | (26,089) | 142,686 | 1,133 | 143,819 |
Balance ending, shares at Jun. 30, 2018 | 37,041,669 | |||||||
Balance beginning at Dec. 31, 2018 | $ 4 | 157,604 | 1,367 | 10,439 | (37,058) | 132,356 | 872 | 133,228 |
Balance beginning, shares at Dec. 31, 2018 | 38,092,996 | |||||||
Issuance of common stock | 33,050 | 33,050 | 33,050 | |||||
Issuance of common stock, shares | 5,000,000 | |||||||
Stock dividend | 5,162 | (6,109) | (947) | (947) | ||||
Stock dividend, shares | 538,657 | |||||||
Foreign currency translation | 1,770 | 1,770 | 1,770 | |||||
Net Income | 7,338 | 7,338 | (7) | 7,331 | ||||
Balance ending at Mar. 31, 2019 | $ 4 | 195,816 | 1,367 | 11,668 | (35,288) | 173,567 | 865 | 174,432 |
Balance ending, shares at Mar. 31, 2019 | 43,631,653 | |||||||
Balance beginning at Dec. 31, 2018 | $ 4 | 157,604 | 1,367 | 10,439 | (37,058) | 132,356 | 872 | 133,228 |
Balance beginning, shares at Dec. 31, 2018 | 38,092,996 | |||||||
Foreign currency translation | (282) | |||||||
Net Income | 14,991 | |||||||
Balance ending at Jun. 30, 2019 | $ 4 | 203,660 | 1,367 | 12,867 | (37,340) | 180,558 | 1,046 | 181,604 |
Balance ending, shares at Jun. 30, 2019 | 44,858,442 | |||||||
Balance beginning at Mar. 31, 2019 | $ 4 | 195,816 | 1,367 | 11,668 | (35,288) | 173,567 | 865 | 174,432 |
Balance beginning, shares at Mar. 31, 2019 | 43,631,653 | |||||||
Issuance of common stock | 3,428 | 3,428 | 3,428 | |||||
Issuance of common stock, shares | 551,423 | |||||||
Stock dividend | 4,416 | (6,280) | (1,864) | (1,864) | ||||
Stock dividend, shares | 675,366 | |||||||
Foreign currency translation | (2,052) | (2,052) | (2,052) | |||||
Net Income | 7,479 | 7,479 | 181 | 7,660 | ||||
Balance ending at Jun. 30, 2019 | $ 4 | $ 203,660 | $ 1,367 | $ 12,867 | $ (37,340) | $ 180,558 | $ 1,046 | $ 181,604 |
Balance ending, shares at Jun. 30, 2019 | 44,858,442 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
General
General | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1. General Business Description Tecnoglass Inc., a Cayman Islands exempted company (the “Company”, “Tecnoglass,” “TGI,” “we, “ “us” or “our”) 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 facades and commercial window showcases. The Company exports most of its production to foreign countries, selling to customers in North, Central and South America. The Company 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. The Company also 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. 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, 2018. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. 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 and conditions. Estimates inherent in the preparation of these unaudited condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets. Changes in estimates are reflected in the periods during which they become known. Actual amounts may differ from these estimates and could differ materially. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the financial position, results of operations and cash flows for the period presented, and are of a normal, recurring nature. The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window product sold to the construction industry. Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”) and ES Windows LLC (“ESW LLC”), Tecnoglass LLC (“Tecno LLC”), Tecno RE LLC (“Tecno RE”), GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC (“Componenti”) and ES Metals SAS (“ES Metals”), which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control. Non-controlling interest When the Company owns a majority of a subsidiary’s stock, the Company includes in its condensed consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Condensed Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Consolidated Balance Sheet, is equal to the non-controlling proportionate share of the subsidiary’s net assets. Foreign Currency Translation The unaudited condensed consolidated financial statements are presented in U.S. Dollars, the reporting currency. Some of 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 Condensed Consolidated Statement of Operations as foreign exchange gains and losses. 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 months ended June 30, 2019 and 2018 were $4,714 and $3,764, respectively. Shipping and handling costs for the six months ended June 30, 2019 and 2018 were $9,024 and $8,496 respectively. Dividends Payable The company accounts for its dividend declared as a liability under ASC 480 - Distinguishing Liabilities from Equity since the shareholders have the option to elect cash or stock and reclassifies from dividend payable to additional paid-in capital when shareholders elect a stock dividend instead of cash. The dividend payable is not subject to re-measurement at each balance sheet date since the dividend is a fixed monetary amount known at inception and thus no change in fair value adjustment is necessary. Recently Issued Accounting Pronouncements In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the allowance for credit losses accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new model is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, (with early application permitted). During 2019, the FASB issued ASU 2019-04 and ASU 2019-05 with Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. New Accounting Standards Implemented In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, which for the Company is the fiscal year beginning January 1, 2019. The Company did not adjust the comparative periods presented as the FASB provided entities the option to instead apply the provisions of the new leases guidance using the modified retrospective application approach. The new standard provided a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, w The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualified, primarily for certain equipment leases that are month-to-month leases. This means, for those leases, we did not recognize right-of-use assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets. We have identified and analyzed our lease portfolio and evaluated the new reporting and disclosure requirements of the new guidance, and our lease-related processes and internal controls. The adoption of this standard had no material impact to the Company’s financial statements, as, under prior guidance, we had recognized capital leases which correspond to the right-of-use asset and lease liability described under the new guidance. This standard does not have a significant impact on our liquidity or on our debt covenant compliance under our current agreements. As of January 1, 2019, the Company had $378 finance lease right-of-use assets related to computing equipment and a lease liability for $380 on its Condensed Consolidated Balance Sheet. As of June 30, 2019, the Company had $682 finance lease right-of-use assets related to computing equipment and a lease liability for $650 on its Condensed Consolidated Balance Sheet. The lease agreements include terms to extend the lease, however the Company does not intend to extend its current leases. The weighted average remaining lease term approximates 2.8 years. The right-of-use assets are depreciated and interest expense from the lease liability are recorded on our Condensed Consolidated Statement of Operations. Additionally, as of June 30, 2019 the Company had a commitment for $102 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during the current year that have not been capitalized due to their short-term nature. Rental expense from these leases is recognized on our Condensed Consolidated Income Statement as incurred. Finance lease costs, including amortization of the right-of-use assets and interest expense, short term lease cost, and related cashflows have not been material as of June 30, 2019. Leases Accounting Policy We determine if an arrangement is a lease at inception. We include finance lease right-of-use assets as part of property and equipment and the lease liability as part of our current portion of long-term debt and long-term debt on our Condensed Consolidated Balance Sheet. Leases considered short-term are not capitalized, given our election not to recognize right-of-use assets and lease liabilities arising from short-term leases, but instead considered operating leases and the resulting rental expense is recognized on our Condensed Consolidated Statement of Operations as incurred. Finance lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. |
Long-term Investments
Long-term Investments | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Investments | Note 3. – Long-term Investments Saint-Gobain Joint Venture On January 11, 2019, we entered into 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 Holdings S.A.S (“Vidrio Andino”), a Colombia-based subsidiary of Compagnie de Saint-Gobain S.A. (“Saint-Gobain”). The purchase price for our interest in this entity was $45 million, of which $34.1 was paid in cash, and $10.9 million is to be paid with a piece of land near our existing facility in Barranquilla. The land will be contributed on our behalf by our Chief Executive Officer and Chief Operating Officer, José M. Daes and Christian T. Daes in exchange for cash or shares of the Company and subject to an external valuation to support an arm´s length transaction. The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect to carry significant efficiencies for us once it becomes operative. Vidrio Andino’s float glass plant located in the outskirts of Bogota, Colombia, has been one of our main suppliers of raw glass. We believe this transaction will solidify our vertical integration strategy by acquiring an interest in the first stage of our production chain, while securing ample glass supply for our expected production needs. On May 3, 2019, we consummated the joint venture agreement acquiring a 25.8% minority ownership interest in Vidrio Andino with a cash payment of $34.1 million, and the land still to be contributed by January 2020, as per the agreement. As of that date the Company recorded the investment within Long-term assets on the Company’s Condensed Consolidated Balance Sheet for $45.0 million and a liability for $10.9 million within current liabilities on the Company’s Condensed Consolidated Balance to be settled with the contribution of the aforementioned piece of land. Since the date of the acquisition, we have recognized the proportional share of Vidrio Andino’s net income using the equity method on the Condensed Consolidated Statement of Operations and Other Comprehensive Income as the Company is deemed to have significant influence, but does not have effective control of Vidrio Andino. Establishment of a new subsidiary In April 2019, ESMetals, a Colombian entity in which the Company has 70% equity interest began operations. ESMetals serves as a metalwork contractor to supply the Company with steel accessories used in the assembly of certain architectural systems as part of our vertical integration strategy. When the company owns a majority (but less than 100%) of a subsidiary’s stock, the Company includes in its Consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Condensed Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling interests’ proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Condensed Consolidated Balance Sheet, is equal to the non-controlling interests’ proportionate share of the subsidiary’s net assets. In determining the fair value we used the income approach and the market approach which was performed by third party valuation specialists under management. |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Note 4. - Inventories, net June 30, 2019 December 31, 2018 Raw materials $ 52,019 $ 43,744 Work in process 28,283 25,957 Finished goods 2,023 14,251 Stores and spares 7,669 7,437 Packing material 999 540 90,993 91,929 Less: Inventory allowance (87 ) (80 ) $ 90,906 $ 91,849 |
Revenues, Contract Assets and C
Revenues, Contract Assets and Contract Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Operating revenues: | |
Revenues, Contract Assets and Contract Liabilities | Note 5. – Revenues, Contract Assets and Contract Liabilities Disaggregation of Total Net Sales The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows. Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Fixed price contracts $ 46,721 $ 37,814 $ 88,897 $ 80,030 Product sales 67,162 51,155 132,154 96,099 Total Revenues $ 113,883 $ 88,969 $ 221,051 $ 176,129 The following table presents geographical information about revenues. Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Colombia $ 12,165 $ 15,557 $ 25,153 $ 37,381 United States 99,326 69,852 191,360 132,845 Panama 913 1,043 1,676 1,857 Other 1,479 2,517 2,862 4,046 Total Revenues $ 113,883 $ 88,969 $ 221,051 $ 176,129 Contract Assets and Liabilities Contract assets represent accumulated incurred costs and earned profits on contracts with customers that have been recorded as sales, but have not been billed to customers and are classified as current and a portion of the amounts billed on certain fixed price contracts that are withheld by the customer as a retainage until a final good receipt of the complete project to the customers satisfaction. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue, and represent amounts received in excess of sales recognized on contracts. The Company classifies advance payments and billings in excess of costs incurred as current, and deferred revenue as current or non-current based on the expected timing of sales recognition. Contract assets and contract liabilities are determined on a contract by contract basis at the end of each reporting period. The non-current portion of contract liabilities is included in other liabilities in the Company’s consolidated balance sheets. The table below presents the components of net contract assets (liabilities). June 30, 2019 December 31, 2018 Contract assets — current $ 50,580 $ 46,018 Contract assets — non-current 8,601 6,986 Contract liabilities — current (14,013 ) (16,789 ) Contract liabilities — non-current (564 ) (1,436 ) Net contract assets $ 44,604 $ 34,779 The components of contract assets are presented in the table below. June 30, 2019 December 31, 2018 Unbilled contract receivables, gross $ 27,644 $ 21,703 Retainage 31,537 31,301 Total contract assets 59,181 53,004 Less: current portion 50,580 46,018 Contract Assets – non-current $ 8,601 $ 6,986 The components of contract liabilities are presented in the table below. June 30, 2019 December 31, 2018 Billings in excess of costs $ 3,101 4,393 Advances from customers on uncompleted contracts 11,476 13,832 Total contract liabilties 14,577 18,225 Less: current portion 14,013 16,789 Contract liabilities – non-current $ 564 1,436 During the three months and six months ended June 30, 2019, the Company recognized $4,041 and $1,759 of sales related to its contract liabilities at January 1, 2019, respectively. During the three and six months ended June 30, 2018, the Company recognized $2,306 and $1,086 of sales related to its contract liabilities at January 1, 2018, respectively. Remaining Performance Obligations As of June 30, 2019, the Company had $285.9 million of remaining performance obligations, which represents the transaction price of firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments and potential orders under basic ordering agreements. The Company expects to recognize 100% of sales relating to existing performance obligations within three years, of which $145.6 million are expected to be recognized during the year ending December 31, 2019, $115.5 million during the year ending December 31, 2020 and $24.9 million thereafter. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane- resistant glass in Florida. Also, it includes the intangibles acquired from the acquisition of GM&P. June 30, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (457 ) $ 523 Notice of Acceptances (NOAs), product designs and other intellectual property 10,870 (5,822 ) 5,048 Non-compete Agreement 165 (77 ) 88 Customer Relationships 4,140 (2,069 ) 2,071 Total $ 16,155 $ (8,425 ) $ 7,730 December 31, 2018 Gross Acc. Amort. Net Trade Names $ 980 $ (359 ) $ 621 Notice of Acceptances (NOAs), product designs and other intellectual property 10,881 (5,373 ) 5,508 Non-compete Agreement 165 (60 ) 105 Contract Backlog 3,090 (2,832 ) 258 Customer Relationships 4,140 (1,626 ) 2,514 Total $ 19,256 $ (10,250 ) $ 9,006 The weighted average amortization period is 5.4 years. During the six months ended June 30, 2019 and 2018, the amortization expense amounted to $1,485 and $1,776, respectively, and was included within the general and administration expenses in our Condensed Consolidated Statement of Operations. Similarly, amortization expense for the three months ended June 30, 2019 and 2018 amounted to $609 and $891, respectively. The estimated aggregate amortization expense for each of the five succeeding years as of June 30, 2019 is as follows: Year ending (in thousands) 2019 $ 1,154 2020 2,180 2021 2,150 2022 1,270 2023 789 Thereafter 187 $ 7,730 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt The Company’s debt is comprised of the following: June 30, 2019 December 31, 2018 Revolving lines of credit $ 9,788 $ 19,146 Finance lease 650 380 Unsecured senior note 210,000 210,000 Other loans 16,641 17,804 Syndicated loan 30,000 - Less: Deferred cost of financing (4,622 ) (5,015 ) Total obligations under borrowing arrangements 262,457 242,315 Less: Current portion of long-term debt and other current borrowings 12,223 21,606 Long-term debt $ 250,234 $ 220,709 As of June 30, 2019, and December 31, 2018, the Company had $261,730 and $242,106 of debt denominated in US Dollars with the remaining amounts denominated in Colombian Pesos. The Company had $5,070 and $5,037 of property, plant and equipment pledged as collateral for various lines of credit as of June 30, 2019 and December 31, 2018, respectively. On May 2, 2019, the Company closed a $30 million five-year term debt facility with Banco de Crédito del Perú and Banco Sabadell which bears interest at Libor +2.95%. Proceeds from this long-term debt facility were used towards refinancing short-term debt and partially supporting expected capital expenditure needs for capacity expansion and the automatization of some of our processes. This facility also contains a covenant requiring that the company maintain certain leverage and fixed charge coverage ratios with which the Company is in compliance as of June 30, 2019. As of June 30, 2019, the Company was obligated under various leases under which the aggregate present value of the minimum lease payments amounted to $650. Differences between lease obligations and the value of property, plant and equipment under capital lease arises from differences between the maturities of capital lease obligations and the useful lives of the underlying assets. Maturities of long-term debt and other current borrowings are as follows as of June 30, 2019: 2020 $ 12,411 2021 5,508 2022 219,988 2023 11,400 2024 12,868 Thereafter 4,901 Total $ 267,077 The Company’s loans have maturities ranging from a few weeks to 10 years. Our credit facilities bear interest at a weighted average of rate 7.5%. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8. Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates in Colombia. As of June 30, 2019, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 7 - Debt. The fair value of long-term debt was calculated based on an analysis of future cash flows discounted with our average cost of debt which is based on market rates, which are level 2 inputs. The following table summarizes the fair value and carrying amounts of our long-term debt: June 30, 2019 December 31, 2018 Fair Value 266,223 234,163 Carrying Value 250,234 220,709 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. On December 28, 2018, a tax reform was implemented in Colombia which decreased the corporate income tax rate to 33% for fiscal year 2019, 32% for fiscal year 2020, 31% for fiscal year 2021 and 30% for fiscal year 2022, in comparison with a tax rate of 37% for 2018. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The estimated combined state and federal income tax rate is estimated at a rate of 26.5% based on the recently enacted U.S. Tax Reform. Tecnoglass Inc. as well as all the other subsidiaries in the Cayman Islands do not currently have any tax obligations. The components of income tax expense are as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Current income tax United States $ (903 ) $ 1,129 $ (1,415 ) $ 722 Colombia (4,338 ) (317 ) (7,758 ) (2,522 ) (5,241 ) 812 (9,173 ) (1,800 ) Deferred income Tax United States 957 (992 ) 1,126 (1,161 ) Colombia 307 1,647 (809 ) (965 ) 1,264 655 317 (2,126 ) Total income tax (provision) benefit $ (3,977 ) $ 1,467 $ (8,856 ) $ (3,926 ) Effective tax rate (34 %) 27 % (37 %) 37 % The Company’s weighted average statutory income tax rate is 33%. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10. Related Parties The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Sales to related parties $ 1,624 $ 1,184 $ 3,984 $ 2,137 Fees paid to directors and officers $ 1,013 $ 801 $ 1,822 $ 1,628 Payments to other related parties $ 907 $ 674 $ 1,833 $ 1,662 June 30, 2019 December 31, 2018 Current Assets: Due from VS $ 6,934 $ 6,229 Due from other related parties 2,462 2,010 $ 9,396 $ 8,239 Liabilities: Due to related parties - current $ 4,335 $ 1,500 Due to related parties - long term $ 611 $ 600 The Company also has a note payable which matures in 2022 related to the acquisition GM&P for $8,500 due to the former owner who holds shares of the Company and a management position within the Company. Ventana Solar S.A. (“VS”), a Panama S ociedad anónima, Payments to other related parties during three and six months ended June 30, 2019 and 2018 include the following: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Charitable contributions $ 178 $ 296 $ 605 $ 567 Sales commissions $ 286 $ 336 $ 762 $ 677 Charitable contributions are donations made to the Company’s foundation, Fundación Tecnoglass-ESW. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 11. Shareholders’ Equity Dividends The Company originally authorized the payment of four regular quarterly dividends to holders of ordinary shares at a quarterly rate of $0.125 per share, or $0.50 per share on an annual basis, with the first quarterly dividend being paid on November 1, 2016. The dividends were payable in cash or ordinary shares, at the option of the holders of ordinary shares. On May 11, 2017, the Company announced that commencing with the declared quarterly dividend for the third quarter of 2017 through any future dividends to be declared and paid through the second quarter of 2018, a 12% increase to $0.14 per share, or $0.56 per share on an annual basis would apply. The Company has continued paying quarterly dividends at this rate through the second quarter of 2019. As a result, the Company has declared dividends for $12,389 as of June 30, 2019 and recorded a dividend payable amounting to $1,379 as of June 30, 2019. The Company issued 1,214,023 shares for the share dividends resulting in $9,578 being credited to Capital and paid $2,170 in cash during the six months ended June 30, 2019. The Company analyzed the accounting guidance under ASC 505 and determined that this guidance is not applicable since the dividend are shares of the same class in which each shareholder is given an election to receive cash or shares. As such, the Company analyzed the dividend under ASC 480 — Distinguishing Liabilities from Equity and concluded that the dividend should be accounted for as a liability since the dividend is a fixed monetary amount known at inception. A reclassification from dividend payable to additional paid-in capital was done for the stock dividend elections. Dividend declarations and the establishment of future record and payment dates are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company and its shareholders. The dividend policy may be changed or cancelled at the discretion of the Board of Directors at any time. Follow-on Equity Offering On March 25, 2019, the Company closed an underwritten follow-on public offering of 5,000,000 ordinary shares at a price to the public of $7.00 per share. As a result of this offering, the Company received a net amount of $33,050 after deducting underwriting and other related fees, which were credited to share capital and additional paid in capital. Additionally, the Company granted the underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less the underwriting discount, which option was exercised on April 3, 2019 with respect to 551,423 ordinary shares. Proceeds from the offering were subsequently used to complete the joint venture transaction with Saint-Gobain discussed in Note 3. Vidrio Andino Acquisition. Earnings per Share The following table sets forth the computation of the basic and diluted earnings per share for the six months ended June 30, 2019 and 2018: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per shares Net Income (loss) $ 7,660 $ (3,870 ) $ 14,991 $ 6,749 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 44,840,263 38,200,792 42,254,672 38,135,096 Effect of dilutive securities and stock dividend 763,676 - 763,676 763,676 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 45,603,939 38,200,792 43,018,348 38,898,772 Basic earnings (loss) per ordinary share $ 0.17 $ (0.10 ) $ 0.35 $ 0.18 Diluted earnings (loss) per ordinary share $ 0.17 $ (0.10 ) $ 0.35 $ 0.17 The effect of dilutive securities includes 763,676 shares for shares potentially issued in relation to the dividends declared. For the quarter ended June 30, 2018, the effect of dilutive securities is excluded from the calculation of diluted earnings per share because including them would be anti-dilutive given the net loss during the period. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Commitments As of June 30, 2019, the Company had an outstanding obligation to purchase an aggregate of at least $25,141 of certain raw materials from a specific supplier before May 2026. General Legal Matters From time to time, the Company is involved in legal matters arising in the regular course of business. Some disputes are derived directly from our construction projects, related to supply and installation, and even though deemed ordinary, they may involve significant monetary damages. We are also subject to other type of litigations arising from employment practices, worker’s compensation, automobile claims and general liability. It is very difficult to predict precisely what the outcome of these litigations might be. However, with the information at our disposition as this time, there are no indications that such claims will result in a material adverse effect on the business, financial condition or results of operations of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. 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, 2018. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. 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 and conditions. Estimates inherent in the preparation of these unaudited condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets. Changes in estimates are reflected in the periods during which they become known. Actual amounts may differ from these estimates and could differ materially. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the financial position, results of operations and cash flows for the period presented, and are of a normal, recurring nature. The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window product sold to the construction industry. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”) and ES Windows LLC (“ESW LLC”), Tecnoglass LLC (“Tecno LLC”), Tecno RE LLC (“Tecno RE”), GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC (“Componenti”) and ES Metals SAS (“ES Metals”), which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control. |
Non-Controlling Interest | Non-controlling interest When the Company owns a majority of a subsidiary’s stock, the Company includes in its condensed consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Condensed Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Consolidated Balance Sheet, is equal to the non-controlling proportionate share of the subsidiary’s net assets. |
Foreign Currency Translation | Foreign Currency Translation The unaudited condensed consolidated financial statements are presented in U.S. Dollars, the reporting currency. Some of 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 Condensed Consolidated Statement of Operations as foreign exchange gains and losses. |
Shipping and Handling Costs | 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 months ended June 30, 2019 and 2018 were $4,714 and $3,764, respectively. Shipping and handling costs for the six months ended June 30, 2019 and 2018 were $9,024 and $8,496 respectively. |
Dividends Payable | Dividends Payable The company accounts for its dividend declared as a liability under ASC 480 - Distinguishing Liabilities from Equity since the shareholders have the option to elect cash or stock and reclassifies from dividend payable to additional paid-in capital when shareholders elect a stock dividend instead of cash. The dividend payable is not subject to re-measurement at each balance sheet date since the dividend is a fixed monetary amount known at inception and thus no change in fair value adjustment is necessary. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the allowance for credit losses accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new model is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, (with early application permitted). During 2019, the FASB issued ASU 2019-04 and ASU 2019-05 with Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. |
New Accounting Standards Implemented | New Accounting Standards Implemented In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, which for the Company is the fiscal year beginning January 1, 2019. The Company did not adjust the comparative periods presented as the FASB provided entities the option to instead apply the provisions of the new leases guidance using the modified retrospective application approach. The new standard provided a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, w The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualified, primarily for certain equipment leases that are month-to-month leases. This means, for those leases, we did not recognize right-of-use assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets. We have identified and analyzed our lease portfolio and evaluated the new reporting and disclosure requirements of the new guidance, and our lease-related processes and internal controls. The adoption of this standard had no material impact to the Company’s financial statements, as, under prior guidance, we had recognized capital leases which correspond to the right-of-use asset and lease liability described under the new guidance. This standard does not have a significant impact on our liquidity or on our debt covenant compliance under our current agreements. As of January 1, 2019, the Company had $378 finance lease right-of-use assets related to computing equipment and a lease liability for $380 on its Condensed Consolidated Balance Sheet. As of June 30, 2019, the Company had $682 finance lease right-of-use assets related to computing equipment and a lease liability for $650 on its Condensed Consolidated Balance Sheet. The lease agreements include terms to extend the lease, however the Company does not intend to extend its current leases. The weighted average remaining lease term approximates 2.8 years. The right-of-use assets are depreciated and interest expense from the lease liability are recorded on our Condensed Consolidated Statement of Operations. Additionally, as of June 30, 2019 the Company had a commitment for $102 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during the current year that have not been capitalized due to their short-term nature. Rental expense from these leases is recognized on our Condensed Consolidated Income Statement as incurred. Finance lease costs, including amortization of the right-of-use assets and interest expense, short term lease cost, and related cashflows have not been material as of June 30, 2019. Leases Accounting Policy We determine if an arrangement is a lease at inception. We include finance lease right-of-use assets as part of property and equipment and the lease liability as part of our current portion of long-term debt and long-term debt on our Condensed Consolidated Balance Sheet. Leases considered short-term are not capitalized, given our election not to recognize right-of-use assets and lease liabilities arising from short-term leases, but instead considered operating leases and the resulting rental expense is recognized on our Condensed Consolidated Statement of Operations as incurred. Finance lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | June 30, 2019 December 31, 2018 Raw materials $ 52,019 $ 43,744 Work in process 28,283 25,957 Finished goods 2,023 14,251 Stores and spares 7,669 7,437 Packing material 999 540 90,993 91,929 Less: Inventory allowance (87 ) (80 ) $ 90,906 $ 91,849 |
Revenues, Contract Assets and_2
Revenues, Contract Assets and Contract Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of Disaggregation by Revenue | The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows. Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Fixed price contracts $ 46,721 $ 37,814 $ 88,897 $ 80,030 Product sales 67,162 51,155 132,154 96,099 Total Revenues $ 113,883 $ 88,969 $ 221,051 $ 176,129 |
Schedule of Geographical Information of Revenue from External Customer | The following table presents geographical information about revenues. Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 Colombia $ 12,165 $ 15,557 $ 25,153 $ 37,381 United States 99,326 69,852 191,360 132,845 Panama 913 1,043 1,676 1,857 Other 1,479 2,517 2,862 4,046 Total Revenues $ 113,883 $ 88,969 $ 221,051 $ 176,129 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). June 30, 2019 December 31, 2018 Contract assets — current $ 50,580 $ 46,018 Contract assets — non-current 8,601 6,986 Contract liabilities — current (14,013 ) (16,789 ) Contract liabilities — non-current (564 ) (1,436 ) Net contract assets $ 44,604 $ 34,779 |
Contract Liabilities [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract liabilities are presented in the table below. June 30, 2019 December 31, 2018 Billings in excess of costs $ 3,101 4,393 Advances from customers on uncompleted contracts 11,476 13,832 Total contract liabilties 14,577 18,225 Less: current portion 14,013 16,789 Contract liabilities – non-current $ 564 1,436 |
Contract Assets [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract assets are presented in the table below. June 30, 2019 December 31, 2018 Unbilled contract receivables, gross $ 27,644 $ 21,703 Retainage 31,537 31,301 Total contract assets 59,181 53,004 Less: current portion 50,580 46,018 Contract Assets – non-current $ 8,601 $ 6,986 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane- resistant glass in Florida. Also, it includes the intangibles acquired from the acquisition of GM&P. June 30, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (457 ) $ 523 Notice of Acceptances (NOAs), product designs and other intellectual property 10,870 (5,822 ) 5,048 Non-compete Agreement 165 (77 ) 88 Customer Relationships 4,140 (2,069 ) 2,071 Total $ 16,155 $ (8,425 ) $ 7,730 December 31, 2018 Gross Acc. Amort. Net Trade Names $ 980 $ (359 ) $ 621 Notice of Acceptances (NOAs), product designs and other intellectual property 10,881 (5,373 ) 5,508 Non-compete Agreement 165 (60 ) 105 Contract Backlog 3,090 (2,832 ) 258 Customer Relationships 4,140 (1,626 ) 2,514 Total $ 19,256 $ (10,250 ) $ 9,006 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for each of the five succeeding years as of June 30, 2019 is as follows: Year ending (in thousands) 2019 $ 1,154 2020 2,180 2021 2,150 2022 1,270 2023 789 Thereafter 187 $ 7,730 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt is comprised of the following: June 30, 2019 December 31, 2018 Revolving lines of credit $ 9,788 $ 19,146 Finance lease 650 380 Unsecured senior note 210,000 210,000 Other loans 16,641 17,804 Syndicated loan 30,000 - Less: Deferred cost of financing (4,622 ) (5,015 ) Total obligations under borrowing arrangements 262,457 242,315 Less: Current portion of long-term debt and other current borrowings 12,223 21,606 Long-term debt $ 250,234 $ 220,709 |
Schedule of Maturities of Long Term Debt | Maturities of long-term debt and other current borrowings are as follows as of June 30, 2019: 2020 $ 12,411 2021 5,508 2022 219,988 2023 11,400 2024 12,868 Thereafter 4,901 Total $ 267,077 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Carrying Amounts of Long Term Debt | The following table summarizes the fair value and carrying amounts of our long-term debt: June 30, 2019 December 31, 2018 Fair Value 266,223 234,163 Carrying Value 250,234 220,709 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Current income tax United States $ (903 ) $ 1,129 $ (1,415 ) $ 722 Colombia (4,338 ) (317 ) (7,758 ) (2,522 ) (5,241 ) 812 (9,173 ) (1,800 ) Deferred income Tax United States 957 (992 ) 1,126 (1,161 ) Colombia 307 1,647 (809 ) (965 ) 1,264 655 317 (2,126 ) Total income tax (provision) benefit $ (3,977 ) $ 1,467 $ (8,856 ) $ (3,926 ) Effective tax rate (34 %) 27 % (37 %) 37 % |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Sales to related parties $ 1,624 $ 1,184 $ 3,984 $ 2,137 Fees paid to directors and officers $ 1,013 $ 801 $ 1,822 $ 1,628 Payments to other related parties $ 907 $ 674 $ 1,833 $ 1,662 June 30, 2019 December 31, 2018 Current Assets: Due from VS $ 6,934 $ 6,229 Due from other related parties 2,462 2,010 $ 9,396 $ 8,239 Liabilities: Due to related parties - current $ 4,335 $ 1,500 Due to related parties - long term $ 611 $ 600 |
Schedule of Payments to Other Related Parties | Payments to other related parties during three and six months ended June 30, 2019 and 2018 include the following: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Charitable contributions $ 178 $ 296 $ 605 $ 567 Sales commissions $ 286 $ 336 $ 762 $ 677 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted earnings per share for the six months ended June 30, 2019 and 2018: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per shares Net Income (loss) $ 7,660 $ (3,870 ) $ 14,991 $ 6,749 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 44,840,263 38,200,792 42,254,672 38,135,096 Effect of dilutive securities and stock dividend 763,676 - 763,676 763,676 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 45,603,939 38,200,792 43,018,348 38,898,772 Basic earnings (loss) per ordinary share $ 0.17 $ (0.10 ) $ 0.35 $ 0.18 Diluted earnings (loss) per ordinary share $ 0.17 $ (0.10 ) $ 0.35 $ 0.17 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | ||||||
Shipping and handling costs | $ 4,714 | $ 3,764 | $ 9,024 | $ 8,496 | ||
Finance lease right-of-use assets | 682 | 682 | ||||
Lease liability | $ 650 | $ 650 | $ 380 | |||
Finance lease, weighted average remaining lease term | 2 years 9 months 18 days | 2 years 9 months 18 days | ||||
Operating leases liability | $ 102 | $ 102 | ||||
ASU 2016-02 [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finance lease right-of-use assets | $ 378 | |||||
Lease liability | $ 380 |
Long-term Investments (Details
Long-term Investments (Details Narrative) - USD ($) $ in Thousands | May 03, 2019 | Jan. 11, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 30, 2019 | Dec. 31, 2018 |
Cash consideration paid for acquisition of minority interest | $ 34,100 | $ 6,000 | ||||
Long-term investments | $ 44,978 | |||||
ESMetals [Member] | ||||||
Equity method investment, ownership percentage | 70.00% | |||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | ||||||
Minority ownership interest | 25.80% | |||||
Purchase price for acquiring minority interest | $ 45,000 | |||||
Cash consideration paid for acquisition of minority interest | $ 34,100 | |||||
Recorded investments in relation to acquisition | 45,000 | |||||
Recorded current liabilities in relation to acquisition | $ 10,900 | |||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | Land [Member] | ||||||
Recorded current liabilities in relation to acquisition | $ 10,900 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 52,019 | $ 43,744 |
Work in process | 28,283 | 25,957 |
Finished goods | 2,023 | 14,251 |
Stores and spares | 7,669 | 7,437 |
Packing material | 999 | 540 |
Total Inventories | 90,993 | 91,929 |
Less: Inventory allowance | (87) | (80) |
Total inventories, net | $ 90,906 | $ 91,849 |
Revenues, Contract Assets and_3
Revenues, Contract Assets and Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating revenues: | ||||
Sales related to contract liabilities | $ 4,041 | $ 2,306 | $ 1,759 | $ 1,086 |
Remaining performance obligation | $ 285,900 | $ 285,900 | ||
Performance obligation, percentage | 100.00% | 100.00% | ||
Performance obligation expected to be satisfied in the first year | $ 145,600 | $ 145,600 | ||
Performance obligation expected to be satisfied in the second year | 115,500 | 115,500 | ||
Performance obligation expected to be satisfied thereafter | $ 24,900 | $ 24,900 |
Revenues, Contract Assets and_4
Revenues, Contract Assets and Contract Liabilities - Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total Revenues | $ 113,883 | $ 88,969 | $ 221,051 | $ 176,129 |
Fixed Price Contracts [Member] | ||||
Total Revenues | 46,721 | 37,814 | 88,897 | 80,030 |
Product Sales [Member] | ||||
Total Revenues | $ 67,162 | $ 51,155 | $ 132,154 | $ 96,099 |
Revenues, Contract Assets and_5
Revenues, Contract Assets and Contract Liabilities - Schedule of Geographical Information of Revenue from External Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total Revenues | $ 113,883 | $ 88,969 | $ 221,051 | $ 176,129 |
Colombia [Member] | ||||
Total Revenues | 12,165 | 15,557 | 25,153 | 37,381 |
United States [Member] | ||||
Total Revenues | 99,326 | 69,852 | 191,360 | 132,845 |
Panama [Member] | ||||
Total Revenues | 913 | 1,043 | 1,676 | 1,857 |
Other [Member] | ||||
Total Revenues | $ 1,479 | $ 2,517 | $ 2,862 | $ 4,046 |
Revenues, Contract Assets and_6
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Contract assets - current | $ 50,580 | $ 46,018 |
Contract assets - non-current | 8,601 | 6,986 |
Contract liabilities - current | (14,013) | (16,789) |
Contract liabilities - non-current | (564) | (1,436) |
Net contract assets (liabilities) | $ 44,604 | $ 34,779 |
Revenues, Contract Assets and_7
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Unbilled contract receivables, gross | $ 27,644 | $ 21,703 |
Retainage | 31,537 | 31,301 |
Total contract assets | 59,181 | 53,004 |
Less: current portion | 50,580 | 46,018 |
Contract Assets - non-current | $ 8,601 | $ 6,986 |
Revenues, Contract Assets and_8
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Billings in excess of costs | $ 3,101 | $ 4,393 |
Advances from customers on uncompleted contracts | 11,476 | 13,832 |
Total contract liabilities | 14,577 | 18,225 |
Less: current portion | 14,013 | 16,789 |
Contract liabilities - non-current | $ 564 | $ 1,436 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Weighted average amortization period | 5 years 4 months 24 days | |||
Amortization expense | $ 609 | $ 891 | $ 1,485 | $ 1,776 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Income Tax [Line Items] | ||
Intangible assets, Gross | $ 16,155 | $ 19,256 |
Accumulated Amortization | (8,425) | (10,250) |
Intangible assets, net | 7,730 | 9,006 |
Trade Names [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 980 | 980 |
Accumulated Amortization | (457) | (359) |
Intangible assets, net | 523 | 621 |
Notice of Acceptances (NOAs), Product Designs and Other Intellectual Property [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 10,870 | 10,881 |
Accumulated Amortization | (5,822) | (5,373) |
Intangible assets, net | 5,048 | 5,508 |
Non-compete Agreement [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 165 | 165 |
Accumulated Amortization | (77) | (60) |
Intangible assets, net | 88 | 105 |
Customer Relationships [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 4,140 | 4,140 |
Accumulated Amortization | (2,069) | (1,626) |
Intangible assets, net | $ 2,071 | 2,514 |
Contract Backlog [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 3,090 | |
Accumulated Amortization | (2,832) | |
Intangible assets, net | $ 258 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 1,154 | |
2020 | 2,180 | |
2021 | 2,150 | |
2022 | 1,270 | |
2023 | 789 | |
Thereafter | 187 | |
Intangible assets, net | $ 7,730 | $ 9,006 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | May 02, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt face amount | $ 261,730 | $ 242,106 | |
Present value of minimum lease payments | $ 650 | 380 | |
Loan maturity period | Few weeks to 10 years | ||
Debt, weighted average interest rate | 7.50% | ||
Debt Facility [Member] | Banco de Crédito del Perú and Banco Sabadell [Member] | |||
Repayments of lines of credit | $ 30,000 | ||
Debt instrument term | 5 years | ||
Debt Facility [Member] | Banco de Crédito del Perú and Banco Sabadell [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Interest rate during period | 2.95% | ||
Property, Plant and Equipment [Member] | |||
Debt instrument, collateral amount | $ 5,070 | $ 5,037 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Revolving lines of credit | $ 9,788 | $ 19,146 |
Finance lease | 650 | 380 |
Unsecured senior note | 210,000 | 210,000 |
Other loans | 16,641 | 17,804 |
Syndicated loan | 30,000 | |
Less: Deferred cost of financing | (4,622) | (5,015) |
Total obligations under borrowing arrangements | 262,457 | 242,315 |
Less: Current portion of long-term debt and other current borrowings | 12,223 | 21,606 |
Long-term debt | $ 250,234 | $ 220,709 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 12,411 |
2021 | 5,508 |
2022 | 219,988 |
2023 | 11,400 |
2024 | 12,868 |
Thereafter | 4,901 |
Total | $ 267,077 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Carrying Value | $ 262,457 | $ 242,315 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value | 266,223 | 234,163 |
Carrying Value | $ 250,234 | $ 220,709 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Effective income tax rate reconciliation, percent | (34.00%) | 27.00% | (37.00%) | 37.00% | |
State and federal income tax rate | 26.50% | ||||
Weighted average statutory income tax rate | 33.00% | ||||
Tax Year 2019 [Member] | |||||
Effective income tax rate reconciliation, percent | 33.00% | ||||
Tax Year 2020 [Member] | |||||
Effective income tax rate reconciliation, percent | 32.00% | ||||
Tax Year 2021 [Member] | |||||
Effective income tax rate reconciliation, percent | 31.00% | ||||
Tax Year 2022 [Member] | |||||
Effective income tax rate reconciliation, percent | 30.00% | ||||
Tax Year 2018 [Member] | |||||
Effective income tax rate reconciliation, percent | 37.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax, United States | $ (903) | $ 1,129 | $ (1,415) | $ 722 |
Current income tax, Colombia | (4,338) | (317) | (7,758) | (2,522) |
Total current income tax | (5,241) | 812 | (9,173) | (1,800) |
Deferred income Tax, United States | 957 | (992) | 1,126 | (1,161) |
Deferred income Tax, Colombia | 307 | 1,647 | (809) | (965) |
Total deferred income tax | 1,264 | 655 | 317 | (2,126) |
Total income tax (provision) benefit | $ (3,977) | $ 1,467 | $ (8,856) | $ (3,926) |
Effective tax rate | (34.00%) | 27.00% | (37.00%) | 37.00% |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt instrument maturity | Few weeks to 10 years | ||||
Due to related party | $ 611 | $ 611 | $ 600 | ||
Sales revenue from related party | 1,624 | $ 1,184 | 3,984 | $ 2,137 | |
Ventana Solar S.A. [Member] | |||||
Sales revenue from related party | 855 | $ 588 | 1,525 | $ 1,214 | |
Former Owner [Member] | |||||
Due to related party | $ 8,500 | $ 8,500 | |||
CEO, COO and Other Related Parties [Member] | |||||
Equity percentage | 100.00% | 100.00% | |||
GM&P [Member] | |||||
Debt instrument maturity | 2022 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||||
Sales to related parties | $ 1,624 | $ 1,184 | $ 3,984 | $ 2,137 | |
Fees paid to directors and officers | 1,013 | 801 | 1,822 | 1,628 | |
Payments to other related parties | 907 | $ 674 | 1,833 | $ 1,662 | |
Due from VS | 6,934 | 6,934 | $ 6,229 | ||
Due from other related parties | 2,462 | 2,462 | 2,010 | ||
Due from related parties, current | 9,396 | 9,396 | 8,239 | ||
Due to related parties - current | 4,335 | 4,335 | 1,500 | ||
Due to related parties - long term | $ 611 | $ 611 | $ 600 |
Related Parties - Schedule of P
Related Parties - Schedule of Payments to Other Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Charitable Contributions [Member] | ||||
Payment to other related parties | $ 178 | $ 296 | $ 605 | $ 567 |
Sales Commissions [Member] | ||||
Payment to other related parties | $ 286 | $ 336 | $ 762 | $ 677 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2019 | Mar. 25, 2019 | May 11, 2017 | Jun. 30, 2019 | Nov. 01, 2016 |
Dividends declared | $ 12,389 | ||||
Dividends payable | $ 1,379 | ||||
Dividends paid to shareholders shares | 1,214,023 | ||||
Anti-dilutive securities | 763,676 | ||||
Follow-on Equity Offering [Member] | |||||
Sale of stock, number of shares Issued in Transaction | 5,000,000 | ||||
Sale of stock, price per share | $ 7 | ||||
Proceeds from offering | $ 33,050 | ||||
Follow-on Equity Offering [Member] | Underwriters [Member] | |||||
Number of options to purchase additional ordinary shares | 750,000 | ||||
Number of options exercises in period | 551,423 | ||||
Capital [Member] | |||||
Dividends paid to shareholders value | $ 9,578 | ||||
Cash [Member] | |||||
Dividends paid to shareholders value | $ 2,170 | ||||
Quarterly Rate [Member] | |||||
Dividends payable, amount per share | $ 0.14 | $ 0.125 | |||
Dividends price percentage | 12.00% | ||||
Annual Basis [Member] | |||||
Dividends payable, amount per share | $ 0.56 | $ 0.50 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||||||
Net Income (loss) | $ 7,660 | $ 7,331 | $ (3,870) | $ 10,619 | $ 14,991 | $ 6,749 |
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 44,840,263 | 38,200,792 | 42,254,672 | 38,135,096 | ||
Effect of dilutive securities and stock dividend | 763,676 | 763,676 | 763,676 | |||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 45,603,939 | 38,200,792 | 43,018,348 | 38,898,772 | ||
Basic earnings (loss) per ordinary share | $ 0.17 | $ (0.10) | $ 0.35 | $ 0.18 | ||
Diluted earnings (loss) per ordinary share | $ 0.17 | $ (0.10) | $ 0.35 | $ 0.17 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase of aggregate raw material | $ 25,141 |