Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Tecnoglass Inc. | ||
Entity Central Index Key | 0001534675 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 Shell Company | false | ||
Entity Public Float | $ 121,634,899 | ||
Entity Common Stock, Shares Outstanding | 46,117,631 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 47,862 | $ 33,040 |
Investments | 2,304 | 1,163 |
Trade accounts receivable, net | 110,558 | 92,791 |
Due from related parties | 8,057 | 8,239 |
Inventories | 82,714 | 91,849 |
Contract assets - current portion | 42,014 | 46,018 |
Other current assets | 29,340 | 20,299 |
Total current assets | 322,849 | 293,399 |
Long term assets: | ||
Property, plant and equipment, net | 154,609 | 149,199 |
Deferred income taxes | 4,595 | 4,770 |
Contract assets - non-current | 7,059 | 6,986 |
Due from related parties - long term | 1,786 | |
Intangible assets | 6,703 | 9,006 |
Goodwill | 23,561 | 23,561 |
Long term investments | 45,596 | |
Other long term assets | 2,910 | 2,853 |
Total long term assets | 246,819 | 196,375 |
Total assets | 569,668 | 489,774 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 16,084 | 21,606 |
Trade accounts payable and accrued expenses | 61,878 | 65,510 |
Accrued interest expense | 7,645 | 7,567 |
Due to related parties | 4,415 | 1,500 |
Dividends payable | 67 | 736 |
Contract liability - current portion | 12,459 | 16,789 |
Due to equity partners | 10,900 | |
Other current liabilities | 15,563 | 8,887 |
Total current liabilities | 129,011 | 122,595 |
Long term liabilities: | ||
Deferred income taxes | 411 | 2,706 |
Long term payable associated to GM&P acquisition | 8,500 | 8,500 |
Long term liabilities from related parties | 622 | 600 |
Contract liability - non-current | 187 | 1,436 |
Long term debt | 243,727 | 220,709 |
Total long term liabilities | 253,447 | 233,951 |
Total liabilities | 382,458 | 356,546 |
SHAREHOLDERS' EQUITY | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2019 and December 31, 2018 respectively | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,117,631 and 38,092,996 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 5 | 4 |
Legal Reserves | 1,367 | 1,367 |
Additional paid-in capital | 208,283 | 157,604 |
Retained earnings | 16,213 | 10,439 |
Accumulated other comprehensive (loss) | (39,264) | (37,058) |
Shareholders' equity attributable to controlling interest | 186,604 | 132,356 |
Shareholders' equity attributable to non-controlling interest | 606 | 872 |
Total shareholders' equity | 187,210 | 133,228 |
Total liabilities and shareholders' equity | $ 569,668 | $ 489,774 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 46,117,631 | 38,092,996 |
Ordinary shares, shares outstanding | 46,117,631 | 38,092,996 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating revenues: | ||
Total operating revenues | $ 430,912 | $ 370,984 |
Cost of sales | 295,103 | 250,767 |
Gross profit | 135,809 | 120,217 |
Operating expenses: | ||
Selling expense | (41,925) | (39,390) |
General and administrative expense | (35,069) | (33,632) |
Total operating expenses | (76,994) | (73,022) |
Operating income | 58,815 | 47,195 |
Non-operating income | 1,565 | 2,915 |
Equity method income | 596 | |
Foreign currency transactions losses | (973) | (14,461) |
Interest expense and deferred cost of financing | (22,806) | (21,187) |
Income before taxes | 37,197 | 14,462 |
Income tax provision | (12,928) | (5,976) |
Net income | 24,269 | 8,486 |
Loss attributable to non-controlling interest | 266 | 545 |
Income attributable to parent | 24,535 | 9,031 |
Comprehensive income: | ||
Net income | 24,269 | 8,486 |
Foreign currency translation adjustments | (2,715) | (8,407) |
Chase in fair value derivative contracts | 509 | |
Total comprehensive income | 22,063 | 79 |
Comprehensive income attributable to non-controlling interest | 266 | 545 |
Total comprehensive income attributable to parent | $ 22,329 | $ 624 |
Basic income per share | $ 0.55 | $ 0.22 |
Diluted income per share | $ 0.55 | $ 0.21 |
Basic weighted average common shares outstanding | 44,464,097 | 39,087,527 |
Diluted weighted average common shares outstanding | 44,464,097 | 39,487,940 |
External Customers [Member] | ||
Operating revenues: | ||
Total operating revenues | $ 422,118 | $ 365,646 |
Related Parties [Member] | ||
Operating revenues: | ||
Total operating revenues | $ 8,794 | $ 5,338 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 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 | $ 1 | 14,534 | 14,535 | 14,535 | ||||
Issuance of common stock, shares | 1,242,659 | |||||||
Adoption ASC 606 | (187) | (187) | (187) | |||||
Stock dividend | (17,753) | (20,617) | (2,864) | (2,864) | ||||
Stock dividend, shares | 2,013,762 | |||||||
Foreign currency translation | (8,407) | (8,407) | (8,407) | |||||
Net income | 9,031 | 9,031 | (545) | 8,486 | ||||
Balance ending at Dec. 31, 2018 | $ 4 | 157,604 | 1,367 | 10,439 | (37,058) | 132,356 | 872 | 133,228 |
Balance ending, shares at Dec. 31, 2018 | 38,092,996 | |||||||
Issuance of common stock | 36,478 | 36,478 | 36,478 | |||||
Issuance of common stock, shares | 5,551,423 | |||||||
Stock dividend | $ 1 | 14,201 | (18,761) | (4,559) | (4,559) | |||
Stock dividend, shares | 2,473,212 | |||||||
Foreign currency translation | (2,715) | (2,715) | (267) | (2,715) | ||||
Derivative financial instruments | 509 | 509 | 509 | |||||
Net income | 24,535 | 24,535 | 24,269 | |||||
Balance ending at Dec. 31, 2019 | $ 5 | $ 208,283 | $ 1,367 | $ 16,213 | $ (39,264) | $ 186,604 | $ 606 | $ 187,210 |
Balance ending, shares at Dec. 31, 2019 | 46,117,631 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 24,269 | $ 8,486 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 1,389 | 369 |
Depreciation and amortization | 22,735 | 23,157 |
Deferred income taxes | (2,698) | (3,289) |
Equity method income | (596) | |
Deferred cost of financing | 1,624 | 1,468 |
Other non-cash adjustments | 82 | (142) |
Changes in operating assets and liabilities: | ||
Trade accounts receivables | (19,615) | (23,700) |
Inventories | 8,419 | (28,064) |
Prepaid expenses | (3,328) | (1,161) |
Other assets | (7,744) | (4,645) |
Trade accounts payable and accrued expenses | (2,396) | 34,588 |
Accrued interest expense | 83 | 466 |
Taxes payable | 5,075 | (4,315) |
Labor liabilities | (19) | 340 |
Contract assets and liabilities | (1,674) | (8,566) |
Related parties | 1,133 | (23) |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 26,739 | (5,031) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 1,583 | 1,575 |
Acquisition of businesses | (34,100) | (6,000) |
Purchase of investments | (1,684) | (1,184) |
Acquisition of property and equipment | (24,952) | (13,117) |
CASH USED IN INVESTING ACTIVITIES | (59,153) | (18,726) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from debt | 45,527 | 28,600 |
Cash dividend | (5,227) | (2,714) |
Proceeds from equity offering | 36,478 | |
Repayments of debt | (29,507) | (8,860) |
CASH PROVIDED BY FINANCING ACTIVITIES | 47,271 | 17,026 |
Effect of exchange rate changes on cash and cash equivalents | (35) | (1,152) |
NET INCREASE (DECREASE) IN CASH | 14,822 | (7,883) |
CASH - Beginning of period | 33,040 | 40,923 |
CASH - End of period | 47,862 | 33,040 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 19,660 | 18,223 |
Income Tax | 12,296 | 8,399 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under credit or debt | 1,222 | 447 |
Gain in extinguishment of GM&P payment settlement | $ 3,606 |
General
General | 12 Months Ended |
Dec. 31, 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 sells to customers in North, Central and South America, and exports about half of its production to foreign countries. 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 | 12 Months Ended |
Dec. 31, 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 Management’s Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the accompanying 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 consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and other derivative financial instruments. Principles of Consolidation These audited consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”), 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 consolidated financial statements the non-controlling interest in the subsidiary. The non-controlling interest in the 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 and Transactions The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the market analysis, 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. Cash and Cash Equivalents Cash and cash equivalents include investments with original maturities of three months or less. As of December 31, 2019, and 2018, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2019 and 2018 the Company had no restricted cash. Investments The Company’s investments are comprised of marketable securities, short term deposits and income producing real estate. Investments which are held for trading are recorded at fair value and fluctuations in value are recorded as a non-operating income or expense. In addition, we have investments in long-term marketable equity securities which are classified as available-for-sale securities and are recorded at fair value. Short- term deposits and other financial instruments with maturities greater than 90 days and shares in other companies that do not meet the requirements for equity method treatment are recorded for at cost. We also have investments in income-producing real estate. This real estate is recorded at cost and is depreciated using the straight-line method over its estimated useful life. The depreciation and rental income associated with this real estate are recognized in the consolidated statement of operations. These investments are recorded within long term assets on the Company’s balance sheet. Trade Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts receivable. Account balances are deemed to be uncollectible and are charged off within 90 days of having recored an allowance and all means of collection have been exhausted and the potential for recovery is considered remote. On certain fixed price contracts, a portion of the amounts billed are withheld by the customer as a retainage which typically amount to 10% of the invoiced amount and can remain outstanding for several months until a final good receipt of the complete project to the customers satisfaction. Concentration of Risks and Uncertainties Financial instruments which potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company mitigates its cash risk by maintaining its cash deposits with major financial institutions in the United States and Colombia. As discussed above, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. Related party transactions The Company has related party transactions such as sales, purchases, leases, guarantees, and other payments. We periodically performed a related party analysis to identify transactions to disclose. Depending on the transactions, we aggregate some related party information by type. Inventories Inventories of raw materials, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed (work in process) are valued using the specific identification method. Cost for finished product inventory are recorded and maintained at the lower of cost or market. Cost includes raw materials and direct and applicable indirect manufacturing overheads. Also, inventories related to contracts in progress are included within work in process and finished goods, and are stated at using the specific identification method and lower of cost or market, respectively, and are expected to turn over in less than one year. Reserves for excess or slow-moving raw materials inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to or increase in selling, general and administrative expenses. Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years The Company also records within fixed assets all the underlying assets of a capital lease. Initial recognition of these assets are done at the present value of all future lease payments. A capital lease is a lease in which the lessor transferred substantially all of the benefits and risks associated with the ownership of the property. Long Lived Assets The Company periodically reviews the carrying values of its long lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered necessary. When circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Goodwill We review goodwill for impairment each year on December 31 st Intangible Assets Intangible assets with definite lives subject to amortization are amortized on a straight-line basis. We also review these intangibles for impairment when events or significant changes in circumstance indicate that the carrying value may not be recoverable. Events or circumstances that indicate that impairment testing may be required include changes in building codes and regulation, loss of key personnel or a significant adverse change in business climate or regulations. There were no triggering events or circumstances noted and as such no impairment was needed for the intangible assets subject to amortization. See Note 11 - Goodwill and Intangible Assets for additional information. Leases 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 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 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. Financial Liabilities Financial liabilities correspond to the financing obtained by the Company through bank credit facilities and accounts payable to suppliers and creditors. Financial liabilities are initially recognized based on their fair value, which is usually equal to the transaction value less directly attributable costs. Subsequently, such financial liabilities are carried at their amortized cost according to the effective interest rate method determined at initial recognition, and recognized in the results of the period during the time of amortization of the financial obligation. Dividends We have accounted for dividends declared as a liability under ASC 480, Distinguishing Liabilities from Equity, since our shareholders have had the option to elect cash or stock. When the dividend has been declared, we record the transaction as a reduction to retained earnings and an increase to dividends payable. We then reclassify stock dividends from dividends payable to additional paid-in capital when the shareholder elects a stock dividend instead of cash. The dividend payable is not subject to remeasurement 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. Fair Value of Financial Instruments ASC 820, Fair Value Measurements The standard describes three level of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 15 – Hedging Activities and Fair Value Measurements. Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the consolidated statement of comprehensive income. Amounts in Accumulated other comprehensive loss on the consolidated balance sheet are reclassified into the consolidated statement of income in the same period or periods during which the hedged transactions are settled. Revenue Recognition Our principal sources of revenue are derived from product sales, sometimes referred to as standard form sales, and supply and installation contracts, sometimes referred to as revenues from fixed price contracts. We identified one single performance obligation for both forms of sales. Revenue is recognized when control is transferred to our customers. For product sales, the performance obligations are satisfied at a point in time and control is deemed to be transferred upon delivery. Approximately 38% of the Company’s consolidated net sales is generated by supply and installation contracts with customers that require the Company to design, develop, test, manufacture, and install windows according to the customers’ specifications. These contracts are primarily multi-year contracts with real estate general contractors and are generally priced on a fixed-price basis and are invoiced based on contract progress. To determine the proper revenue recognition method, the Company first evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. All the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is, therefore, not distinct. These contractual arrangements either require the use of a highly specialized manufacturing process to provide goods according to customer specifications or represent a bundle of contracted goods and services that are integrated and together represent a combined output, which may include the delivery of multiple units. These performance obligations are satisfied over time. Sales are recognized over time when control is continuously transferred to the customer during the contract. The continuous transfer of control to the customer is supported by contract clauses that provide for progress or performance-based payments. Generally, if a customer unilaterally terminates a contract, the Company has the right to receive payment for costs incurred plus a reasonable profit for products and services that do not have alternative use to the Company. Sales are recorded using the cost-to-cost method on supply and installation contracts that include performance obligations satisfied over time. These sales are generally recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the transaction price, less (ii) the cumulative sales recognized in prior periods. Accounting for the sales and profits on performance obligations for which progress is measured using the cost-to-cost method involves the preparation of estimates of: (1) transaction price and (2) total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work. Incurred costs include labor, material, and overhead and represent work performed, which corresponds with and thereby represents the transfer of ownership to the customer. Performance obligations are satisfied over time when the risk of ownership has been passed to the customer and/or services are performed. The estimated profit or loss at completion on a contract is equal to the difference between the transaction price and the total estimated cost at completion. Contract modifications routinely occur to account for changes in contract specifications or requirements. In most cases, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price estimates include additional consideration for submitted contract modifications or claims when the Company believes it has an enforceable right to the modification or claim, the amount can be reliably estimated and its realization is reasonably assured. Amounts representing modifications accounted for as part of the existing contract are included in the transaction price and recognized as an adjustment to sales on a cumulative catch-up basis. The Company’s supply and installation contracts allow for progress payments to bill the customer as contract costs are incurred and the customer often retains a small portion of the contract price until satisfactory completion of the contractual statement of work, which is a retainage of approximately 10%. The Company records an asset for unbilled receivables due to completing more work than the progress payment schedule allows to collect at a point in time. For certain supply and installation contracts, the Company receives advance payments. Advanced payments are not considered a significant financing component because they are a negotiated contract term to ensure the customer meets its financial obligation, particularly when there are significant upfront working capital requirements. The Company records a liability for advance payments received in excess of sales recognized, which is presented as a contract liability on the balance sheet. Revisions or adjustments to estimates of the transaction price, estimated costs at completion and estimated profit or loss of a performance obligation are often required as work progresses under a contract, as experience is gained, as facts and circumstances change and as new information is obtained, even though the scope of work required under the contract may not change. Revisions or adjustments may also be required if contract modifications occur. The impact of revisions in profit or loss estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect the Company’s results of operations and cash flows, as well as reduce the valuations of contract assets and inventories, and in some cases result in liabilities to complete contracts in a loss position. The Company recognizes a liability for non-recurring obligations as situations considering that projects actual costs are usually adjusted to estimated costs. The Company did not recognize sales for performance obligations satisfied in prior periods during year ended December 31, 2019. 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. Sales Tax and Value Added Taxes The Company accounts for sales taxes and value added taxes imposed on its goods and services on a net basis - value added taxes paid for goods and services purchased is netted against value added tax collected from customers and the net amount is paid to the government. The current value added tax rate in Colombia for all of the Company’s products is 19%. A municipal industry and commerce tax (ICA) sales tax of 0.7% is payable on all of the Company’s products sold in the Colombian market. Product Warranties The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The cost associated with product warranties was $2,453and $957 during the years ended December 31, 2019 and 2018, respectively. Advertising Costs Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2019 and 2018 amounted to approximately $1,416 and $1,526, respectively. Employee Benefits The Company provides benefits to its employees in accordance with Colombian labor laws. Employee benefits do not give rise to any long term liability. Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. Tecnoglass is subject to the taxing jurisdiction of the Cayman Islands. Annual tax periods prior to December 2016 are no longer subject to examination by taxing authorities in Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The Company accounts for income taxes using the asset and liability approach of accounting for income taxes (ASC 740 “Income Taxes”). Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. For each tax jurisdiction in which the Company operates, deferred tax assets and liabilities are offset against one another and are presented as a single noncurrent amount within the consolidated balance sheets. The Company presents deferred tax assets and liabilities net as either a non-current asset or liability, depending on the net deferred tax position. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Interest accrued related to unrecognized tax and income tax related penalties are included in the provision for income taxes. The uncertain income taxes positions are recorded in “Taxes payable” in the consolidated balance sheets. Earnings per Share The Company computes basic earnings per share by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive potential ordinary shares outstanding during the period. See Note 18 - Shareholders’ Equity for further detail on the calculation of earnings per share. 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). The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that will postpone the effective date to the year beginning after December 15, 2022. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments under ASU 2017-12 refine and expand hedge accounting requirements for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 became effective for us in the first quarter of 2019. During the quarter ended September 30, 2019, we entered into foreign currency non-delivery forward and collar contracts which we have designated as cash flow hedges and are accounting for as derivative financial instruments to which we are applying the provisions of ASU 2017-12. Prior to the quarter ended September 30, 2019 we did not have any hedging derivatives and therefore prior periods will not be affected by this pronouncement. |
New Accounting Standards Implem
New Accounting Standards Implemented | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards Implemented | Note 3. 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 previous 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 previous 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 Consolidated Balance Sheet. As of December 31, 2019, the Company had $334 finance lease right-of-use assets related to computing equipment and a lease liability for $493 on its 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 2.5 years. The right-of-use assets are depreciated and interest expense from the lease liability are recorded on our Consolidated Statement of Operations. Additionally, as of December 31, 2019 the Company had a commitment for $52 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during 2020 that have not been capitalized due to their short-term nature. Rental expense from these leases is recognized on our 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 December 31, 2019. |
Long Term Investments
Long Term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Investments | Note 4. 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, which will be contributed by a related party owned by members of our Chief Executive Officer´s family with a third party valuation conducted to ensure arm´s length terms. 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 during the first quarter of 2020. As of that date the Company recorded the investment within Long-term assets on the Company’s Consolidated Balance Sheet for $45.0 million and a liability for $10.9 million within current liabilities on the Company’s 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 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. GM&P Acquisition On March 1, 2017, the Company entered into and consummated a purchase agreement, as amended, with Giovanni Monti, the owner of 100% of the outstanding shares of GM&P. GM&P is a consulting and glazing contracting company located in Miami, Florida with over 15 years of experience in the design and installation of various building enclosure systems such as curtain window walls and a long-standing commercial relationship with the Company, working alongside it in the past in different projects within the U.S, by providing engineering and installation services to those projects. The Company acquired all of the shares of GM&P for a purchase price of $35 million, of which the Company paid $6 million in May 2017 with the remaining $29 million of the purchase price to be paid by May 15, 2018. The Company paid an additional $6 million in cash on April 2018 and entered into a Debt Settlement Agreement to pay the remaining consideration price through a combination of stock, by issuing 1,238,095 ordinary shares valued at $10.50 per share and a $10 million Subordinated Seller´s Note. The Seller´s Note was subsequently reduced to $8.5 million to atone the Buyer for adjustments and process inefficiencies caused by changes in GM&P´s supply chain and other business optimization costs seen during the second quarter of 2018. Following our process optimization and changes in the supply chain process, we believe the associated cost impacts to be non-recurring. The Company originally intended to complete the payment for the acquisition in the short term but opted to classify the liability as long term in line with its contractual maturity as the Company prioritizes its short-term working capital needs to fund ongoing growth. The Seller’s Note bears semi-annual interest payments at approximately 6% per annum and matures in 2022. Based on the implicit price at which the shares were issued, which at the time of the issuance in June 2018 was higher than the market price of those shares, the Company recorded a gain of $2,106. Additionally, including the reduction of the nominal amount of the Seller´s Note by $1,500, the Company recorded a gain on extinguishment of debt of $3,606. The gain on extinguishment of debt was recorded into Additional Paid-In Capital per guidance of ASC 470-50-40 because it is considered a related party transaction as the former owner of GM&P holds a management position within the Company. With the acquisition of GM&P, the Company also acquired a 60% equity interest in Componenti, a subsidiary of GM&P that provides architectural specialties in the US, specializing in design-build systems for individual projects and with experience in value engineering to create products that comply with the architects’ original design intent, while maintaining focus on affordable construction methods and materials. The following table summarizes the consideration transferred to acquire GM&P and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the non-controlling interest in Componenti as of the acquisition date. Under ASC 805, a company can apply measurement period adjustments during the twelve-month period after the date of acquisition. During this period, the acquirer may adjust preliminary amounts recognized at the acquisition date to their subsequently determined final fair values. The allocation of the consideration transferred was based on management’s judgment after evaluation of several factors, including a preliminary valuation assessment. The analysis was completed on March 2018 and results in measurement period adjustments are included in the final purchase price allocation as shown on the table below. The goodwill from the GM&P acquisition represents the expected synergies from combining operations with Tecnoglass Inc., and is not deductible for tax purposes The following table summarizes the purchase price allocation of the total consideration transferred: Consideration Transferred: Notes payable (Cash or Stock) $ 35,000 Fair value of the non-controlling interest in Componenti 1,141 Recognized amounts of identifiable assets acquired and liabilities assumed: Preliminary Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash and equivalents $ 509 509 Accounts receivable 42,314 42,314 Other current assets 5,287 242 5,529 Property, plant, and equipment 684 684 Other non-current tangible assets 59 59 Trade name 980 980 Non-compete agreement 165 165 Contract backlog 3,090 3,090 Customer relationships 4,140 4,140 Accounts payable (22,330 ) 275 (22,055 ) Other current liabilities assumed (13,967 ) (673 ) (14,640 Non-current liabilities assumed (3,634 ) (3,231 ) (6,865 ) Total identifiable net assets 17,297 (3,387 ) 13,910 Goodwill (including Workforce) $ 18,844 3,387 $ 22,231 The adjustment made to the preliminary purchase price allocation to Non-current liabilities assumed is related to an adjustment in deferred tax liability and billings in excess of cost incurred. The excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The identifiable intangible asset subject to amortization was the tradename, customer relationships, non-compete agreement, and backlog, which have a remaining useful life of two to five years. 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 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 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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 5. Segment and Geographic Information The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and windows products sold to the construction industry. In reviewing the Company’s segmentation, the Company followed guidance under ASC 280-10-50-1 which states that “an operating segment is a component of a public entity that has all of the following characteristics: (i) it engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity), (ii) its operating results are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and (iii) its discrete financial information is available. Based on the Company’s review discussed below, the Company believes that its identification of a single operating and reportable segment - Architectural Glass and Windows - is consistent with the objectives and basic principles of Segment Reporting, which are to “help financial statement readers better understand the public entity’s performance, better assess its prospects for future net cash flows and make more informed judgments about the public entity as a whole.” The following tables present geographical information about external customers. Geographical information is based on the location where there the customer is located. Year ended December 31, 2019 2018 Colombia $ 52,299 $ 62,445 United States 368,055 296,534 Panama 3,482 4,248 Other 7,076 7,757 Total Revenues $ 430,912 $ 370,984 The following table presents revenues from external customer by product groups. Year ended December 31, 2019 2018 Glass and framing components $ 66,204 $ 104,032 Windows and architectural systems 364,708 266,952 Total Revenues $ 430,912 $ 370,984 During the year ended December 31, 2019 and 2018, no single customer accounted for more than 10% of our revenues. The Company’s long-lived assets are distributed geographically as follows: Year ended December 31, 2019 2018 Colombia $ 153,879 $ 146,544 United States 81,286 38,075 Total long lived assets $ 235,165 $ 184,619 |
Revenue Disaggregation, Contrac
Revenue Disaggregation, Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Operating revenues: | |
Revenue Disaggregation, Contract Assets and Contract Liabilities | Note 6. Revenue Disaggregation, 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. Year ended December 31, 2019 2018 Supply and installation contracts $ 162,236 $ 160,503 Product sales 268,676 210,481 Total Revenues $ 430,912 $ 370,984 Remaining Performance Obligations As of December 31, 2019, the Company had $323.4 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 two years, of which $245.1 million are expected to be recognized during the year ended December 31, 2020, and $78.4 million during the year ended December 31, 2021. Contract Assets and Contract 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. As a result, the timing of the satisfaction of performance obligations might differ from the timing of payments, given some conditions must be met before billing can occur. 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). December 31, 2019 December 31, 2018 Contract assets — current $ 42,014 $ 46,018 Contract assets — non-current 7,059 6,986 Contract liabilities — current (12,459 ) (16,789 ) Contract liabilities — non-current (187 ) (1,436 ) Net contract assets $ 36,427 $ 34,779 The components of contract assets are presented in the table below. December 31, 2019 December 31, 2018 Unbilled contract receivables, gross $ 20,729 $ 21,703 Retainage 28,344 31,301 Total contract assets 49,073 53,004 Less: current portion 42,014 46,018 Contract assets – non-current $ 7,059 $ 6,986 The components of contract liabilities are presented in the table below. December 31, 2019 December 31, 2018 Billings in excess of costs $ 2,077 4,393 Advances from customers on uncompleted contracts 10,569 13,832 Total contract liabilities 12,646 18,225 Less: current portion 12,459 16,789 Contract liabilities – non-current $ 187 1,436 During the year ended December 31, 2019, the Company recognized $4,337 of sales related to its billing in excess of cost liability at January 1, 2019. During the year ended December 31, 2018, the Company recognized $6,381 of sales related to its contract liabilities at January 1, 2018. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade Accounts Receivable | Note 7. Trade Accounts Receivable Trade accounts receivable consists of the following: December 31, 2019 2018 Trade accounts receivable 113,243 95,474 Less: Allowance for doubtful accounts (2,685 ) (2,683 ) Total $ 110,558 $ 92,791 The changes in the allowance for doubtful accounts for the years ended December 31, 2019 and 2018 are as follows: Year ended December 31, 2019 2018 Balance at beginning of year $ 2,683 $ 2,729 Provision for bad debts 1,389 369 Deductions and write-offs, net of foreign currency adjustment (1,387 ) (415 ) Balance at end of year $ 2,685 $ 2,683 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 8. Inventories Inventories are comprised of the following December 31, 2019 December 31, 2018 Raw materials $ 44,175 $ 43,744 Work in process 24,262 25,957 Finished goods 5,203 14,251 Stores and spares 8,130 7,437 Packing material 981 540 82,751 91,929 Less: Inventory allowance (37 ) (80 ) $ 82,714 $ 91,849 There are no third party liens or pledges on our inventories as of December 31, 2019. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 9. Other Current Assets Other assets consists of the following: Year ended December 31, 2019 2018 Advances to Suppliers and Loans $ 1,681 $ 1,100 Prepaid Income Taxes 23,160 16,000 Employee Receivables 465 418 Prepaid expenses 2,647 1,367 Derivative financial instruments 749 - Other Creditors 638 1,414 Total $ 29,340 $ 20,299 During the year ended December 31, 2019, the Company recorded amortization of prepaid expense for $1,574. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 10. Property, Plant and Equipment Property, plant and equipment is comprised of the following: December 31, 2019 December 31, 2018 Building $ 59,979 $ 53,784 Machinery and equipment 148,968 133,663 Office equipment and software 6,871 6,238 Vehicles 1,813 1,887 Furniture and fixtures 2,264 2,339 Total property, plant and equipment 219,895 197,911 Accumulated depreciation (93,463 ) (77,884 ) Net book value of property and equipment 126,432 120,027 Land 28,177 29,172 Total property, plant and equipment, net $ 154,609 $ 149,199 Depreciation expense was $18,429 and $18,807 for the years ended December 31, 2019 and 2018, respectively. The roll forward of Property, plant and equipment for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 2018 Property, Plant and Equipment Beginning balance $ 227,083 $ 234,784 Acquisitions 25,168 13,563 Reclassification to investment (1,066 ) - Tax incentive on installation of solar panels - (1,531 ) Disposals (82 ) (72 ) Assets acquired under credit or debt 1,006 - Effect of Foreign currency translation (4,037 ) (19,661 ) Ending Balance $ 248,072 $ 227,083 Accumulated Depreciation Beginning Balance $ (77,884 ) $ (66,083 ) Depreciation Expense (18,429 ) (18,807 ) Disposals - 39 Effect of Foreign Currency Translation 2,850 6,967 Ending balance $ (93,463 ) $ (77,884 ) Property, plant and Equipment, Net $ 154,609 $ 149,199 The effect of foreign currency translation is the adjustment resulting from translating the amounts from Colombian Pesos, functional currency of some of the Company’s subsidiaries, into U.S. Dollars, the reporting currency. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 11. Goodwill and Intangible Assets Goodwill The table below provides a reconciliation of the beginning and ending balances of the Goodwill recorded on the Company’s balance sheet: Ending balance – December 31, 2017 $ 23,130 GM&P measurement period adjustment 431 Ending balance – December 31, 2018 $ 23,561 There were no movements to goodwill during the year ended December 31, 2019. Intangible Assets, Net 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. December 31, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (555 ) $ 425 Notice of Acceptances (NOAs), product designs and other intellectual property 8,903 (4,323 ) 4,580 Non-compete Agreement 165 (94 ) 71 Contract Backlog 3,090 (3,090 ) - Customer Relationships 4,140 (2,513 ) 1,627 Total $ 17,278 $ (10,575 ) $ 6,703 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 twelve months ended December 31, 2019 and 2018, the amortization expense amounted to $2,732 and $4,350, respectively, and was included within the general and administration expenses in our consolidated statement of operations. The estimated aggregate amortization expense for each of the five succeeding years as of December 31, 2019 is as follows: Year ending (in thousands) 2020 $ 2,196 2021 2,152 2022 1,273 2023 895 2024 168 Thereafter 19 $ 6,703 |
Other Long Term Assets
Other Long Term Assets | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Other Long Term Assets | Note 12. Other Long Term Assets Other long term assets are comprised of the following: December 31, 2019 2018 Real estate investments $ 2,303 $ 2,271 Cost method investment 500 500 Other long term assets 107 82 $ 2,910 $ 2,853 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 13. Debt The Company’s debt is comprised of the following: December 31, 2019 December 31, 2018 Revolving lines of credit $ 17,455 $ 19,146 Finance lease 493 380 Unsecured senior note 210,000 210,000 Other loans 15,578 17,804 Syndicated loan 19,999 - Less: Deferred cost of financing (3,714 ) (5,015 ) Total obligations under borrowing arrangements 259,811 242,315 Less: Current portion of long-term debt and other current borrowings 16,084 21,606 Long-term debt $ 243,727 $ 220,709 As of December 31, 2019 and December 31, 2018, the Company had $259,574 and $242,106 of debt denominated in US Dollars with the remaining amounts denominated in Colombian Pesos. The Company had $6,979 and $5,037 of property, plant and equipment pledged as collateral for various credit facilities as of December 31, 2019 and December 31, 2018, respectively. These collateralized debt are comprised of a real estate mortgage, several equipment loans, and the syndicate loan facility described below for an aggregate of $31,181 as of December 31, 2019. Significant difference between the value of pledged assets and the obligations collateralized arises from assets being pledged at market value while carrying value reflects historical cost. 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. Some of the outstanding credit facilities include certain covenants that require the Company maintain certain leverage and fixed charge coverage ratios measured to be measured peridically, with which the Company is in compliance. As of December 31, 2019, the Company was obligated under various finance leases under which the aggregate present value of the minimum lease payments amounted to $492. Differences between finance lease obligations and the value of property, plant and equipment under finance lease arises from differences between the maturities of finance lease obligations and the useful lives of the underlying assets. Maturities of long term debt and other current borrowings are as follows as of December 31, 2019: 2020 $ 16,124 2021 6,504 2022 217,440 2023 12,125 2024 7,622 Thereafter 3,710 Total $ 263,525 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 7.33%. The Company had $57,337 and $16,940 available and outstanding in several lines of credit under a revolving note arrangement as of December 31, 2019. The floating interest rates on the revolving notes range between 3.9% and 7.9% and a weighted average interest rate of 4.7%. The Company had $18,257 and $19,146 available and outstanding in several lines of credit under a revolving note arrangement as of December 31, 2018. Interest expense for the year ended December 31, 2019 and 2018 was $22,806 and $21,187, respectively. During the years ended December 31, 2019 and 2018, the Company did not capitalized interests. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. Tecnoglass Inc. does not currently have any tax obligations. The components of income tax expense (benefit) are as follows: Year ended December 31, 2019 2018 Current income tax United States $ (1,438 ) $ (639 ) Colombia (14,188 ) (8,626 ) (15,626 ) (9,265 ) Deferred income Tax United States 663 (391 ) Colombia 2,035 3,680 2,698 3,289 Total income tax (provision) benefit $ (12,928 ) $ (5,976 ) Effective tax rate 34.8 % 41.3 % A reconciliation of the statutory tax rate in Colombia to the Company’s effective tax rate is as follows: Year ended December 31, 2019 2018 Income tax expense at statutory rates 32.7 % 31.3 % Non-deductible expenses 5.3 % 13.0 % Non-taxable income -3.2 % -3.0 % Effective tax rate 34.8 % 41.3 % The Company’s effective tax rate of 34.8% for the year ended December 31, 2019 aproximates our average statutory rate. No single individual item contributed significantely in the reconciliation of the Company’s effective tax rate to the statutory rate during the year ended December 31, 2018 and 2019, respectively. The Company has the following deferred tax assets and liabilities: Year ended December 31, 2019 2018 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ (2,105 ) $ (1,119 ) Property, plant and equipment adjustments 319 427 Tax benefit on installation of renewable energy project 307 448 Operating loss carryforward - 1,581 Foreign currency transactions 8,936 6,560 Other 240 153 Total deferred tax assets $ 7,697 $ 8,050 Deferred tax liabilities: Depreciation and Amortization (2,489 ) (2,445 ) Unbilled receivables uncompleted contracts - (3,293 ) Other (382 ) (248 ) Foreign currency transactions (642 ) - Total deferred tax liabilities $ (3,513 ) $ (5,986 ) Net deferred tax $ 4,184 $ 2,064 Net deferred tax is presented on the balance sheet as follows: December 31, 2019 2018 Long term deferred income tax asset $ 4,595 $ 4,770 Less: long term deferred income tax liability $ 411 $ 2,706 |
Hedging Activities and Fair Val
Hedging Activities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Hedging Activities and Fair Value Measurements | Note 15. Hedging Activities and Fair Value Measurements Hedging Activity During the quarter ended September 30, 2019 we entered into several foreign currency non-delivery forward and collar contracts to hedge the fluctuations in the exchange rate between the Colombian Peso and the U.S. Dollar. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted Colombian Peso denominated costs and expenses. Guidance under the Financial Instruments Topic 825 of the Codification requires us to record our hedge contracts at fair value and consider our credit risk for contracts in a liability position, and our counter-party’s credit risk for contracts in an asset position, in determining fair value. We assess our counter-party’s risk of non-performance when measuring the fair value of financial instruments in an asset position by evaluating their financial position, including cash on hand, as well as their credit ratings. As of December 31, 2019, the fair value of foreign currency non-delivery forward and collar contracts was in a net asset position of $749. We had 14 outstanding forward and collar contracts to exchange 30 million U.S. Dollars to Colombian Pesos through August 2020. We assessed the risk of non-performance of the Company to these contracts and determined it was insignificant and, therefore, did not record any adjustment to fair value as of December 31, 2019. We assess the effectiveness of our foreign currency non-delivery forward and collar contracts by comparing the change in the fair value of the forward contract to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our foreign currency non-delivery forward and collar contracts is reported as a component of accumulated other comprehensive loss and is reclassified into earnings in the same line item in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. The amount of losses, net, recognized in the “accumulated other comprehensive income” line item in the accompanying consolidated balance sheet as of December 31, 2019, that we expect will be reclassified to earnings within the next twelve months, is $749. The fair value of our foreign currency hedges are classified in the accompanying consolidated balance sheets as of December 31, 2019, are as follows: Derivative Assets Derivative Liabilities December 31, 2019 December 31, 2019 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery forward and collar contracts Other current assets $ 749 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 749 Total derivative liabilities $ - The ending accumulated balance for the foreign currency non-delivery forward and collar contracts included in accumulated other comprehensive income, net of tax, was $509 as of December 31, 2019, comprised of a derivative loss of $749 and an associated net tax benefit of $240. The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the year ended December, 2019: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or (Loss) Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Year Ended Year Ended December 31, December 31, December 31, December 31, 2019 2018 2019 2018 Non-delivery Forwards and Collar Contracts $ 749 $ - General and administrative expense $ (214 ) $ - 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. As of December 31, 2019, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 11 - 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: December 31, 2019 December 31, 2018 Fair Value 259,814 234,163 Carrying Value 243,727 220,709 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 16. Related Parties The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: December 31, 2019 December 31, 2018 Current Assets: Due from VS $ 4,203 $ 6,229 Due from other related parties 3,854 2,010 $ 8,057 $ 8,239 Long Term due from VS 1,786 - Liabilities: Due to related parties - current $ 4,415 $ 1,500 Due to related parties - Non current $ 622 $ 600 Year ended December 31, 2019 2018 Sales to related parties $ 8,794 $ 5,538 Fees paid to directors and officers $ 3,537 $ 3 ,307 Payments to other related parties $ 3,388 $ 3,618 Ventanas Solar S.A. (“VS”), a Panama sociedad anonima, Payments to other related parties during the periods indicated are comprised of the following: Year ended December 31, 2019 2018 Charitable contributions $ 1,343 $ 1,263 Sales commissions $ 1,105 $ 1,419 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Commitments As of December 31, 2019, the Company has an outstanding obligation to purchase an aggregate of at least $19,642 of certain raw materials from a specific supplier before May 2026. Additionally, in connection with the joint venture agreement the Company entered into with Saint-Gobain on January 11, 2019, further described in Note 4. Lont Term Investments, the Company acquired a contingent obligation to purchase minimum volumes of float glass once the new plant located close to the Company’s actual manufacturing facilities commences operations, which are expected to initiate in 2022. Guarantees As of December 31, 2019, the Company does not have guarantees on behalf of other parties. 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 out 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. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 18. Shareholders’ Equity Preferred Shares Tecnoglass is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019, there are no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. As of December 31, 2019, a total of 46,117,631 Ordinary shares were issued and outstanding. Legal Reserve Colombian regulation requires that companies retain 10% of net income until it accumulates at least 50% of subscribed and paid in capital. The amount recorded meets this standard. Earnings per Share The following table sets forth the computation of the basic and diluted earnings per share for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 Numerator for basic and diluted earnings per shares Net Income (loss) $ 24,269 $ 8,486 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 44,464,097 39,087,527 Effect of dilutive securities and stock dividend - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 44,464,097 39,487,940 Basic earnings (loss) per ordinary share $ 0.55 $ 0.22 Diluted earnings (loss) per ordinary share $ 0.55 $ 0.21 Long Term Incentive Compensation Plan On December 20, 2013, our shareholders approved our 2013 Long-Term Equity Incentive Plan (“2013 Plan”). Under the 2013 Plan, 1,593,917 ordinary shares are reserved for issuance in accordance with the plan’s terms to eligible employees, officers, directors and consultants. As of December 31, 2019, no awards had been made under the 2013 Plan. Dividend Prior to April 2015, we had not paid any cash dividends on our ordinary shares. On April 14, 2015, our Board of Directors authorized the payment of regular quarterly dividends to holders of our ordinary shares at a quarterly rate of $0.125 per share (or $0.50 per share on an annual basis). Our Board of Directors subsequently authorized an increase in the dividends to $0.14 per share (or $0.56 per share on an annual basis) beginning on the third quarter of 2017 going forward. The dividends are paid in cash or ordinary shares, at the option of holders of ordinary shares during an election period. The value of the ordinary shares used to calculate the number of shares issued with respect to that portion of the dividend payable in ordinary shares was the average of the closing price of our ordinary shares on the NASDAQ Capital Market during a set period. If no choice was made during the election periods, the dividend was paid in ordinary shares. The payment of any dividends is ultimately within the discretion of our Board of Directors. The payment of dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition and limitations imposed by our outstanding indebtedness. 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. Non-controlling interest With the acquisition of GM&P, the Company also acquired a 60% equity interest in Componenti USA LLC, a subsidiary of GM&P that provides architectural specialties in the US, specializing in design-build systems for individual projects and with experience in value engineering to create products that comply with the architects’ original design intent, while maintaining focus on affordable construction methods and materials. The 40% non-controlling interest in Componenti is included in the opening balance sheet as of the acquisition date and its fair value amounted to $1,141. 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 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 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 amd the market approach which was performed by third party valuation specialists under management. |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Operating Expenses | Note 19. Operating Expenses Selling expenses for the years ended December 31, 2019, and 2018 were comprised of the following: December 31, 2019 2018 Shipping and Handling $ 14,327 $ 18,583 Personnel 7,070 6,707 Sales commissions 7,775 5,382 Services 2,487 2,502 Packaging 1,039 1,283 Accounts Receivable provision 1,389 369 Other Selling Expenses 7,838 4,564 Total Selling Expense $ 41,925 $ 39,390 General and administrative expenses for the years ended December 31, 2019 and 2018 were comprised of the following: December 31, 2019 2018 Personnel $ 9,925 $ 9,377 Professional fees 3,227 3,963 Taxes 1,288 845 Services 4,509 2,918 Depreciation and Amortization 4,182 4,887 Bank charges and tax on financial transactions 1,176 947 Insurance 1,776 1,601 Rent expense 803 854 Related parties 3,913 3,770 Other expenses 4,270 4,470 Total General and administrative expenses $ 35,069 $ 33,632 |
Non-Operating Income and Expens
Non-Operating Income and Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income and Expenses | Note 20. Non-Operating Income and Expenses Non-operating income and expenses, net on our consolidated statement of operations amounted to $1,565 and $2,915 for the years ended December 31, 2019 and 2018, respectively. These amounts are primarily comprised of income from interests on receivables and short-term investments, rent income and recoveries on scrap materials. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. 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) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Management's Estimates | Basis of Presentation and Management’s Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the accompanying 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 consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets, and other derivative financial instruments. |
Principles of Consolidation | Principles of Consolidation These audited consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”), 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 consolidated financial statements the non-controlling interest in the subsidiary. The non-controlling interest in the 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 and Transactions | Foreign Currency Translation and Transactions The consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the market analysis, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include investments with original maturities of three months or less. As of December 31, 2019, and 2018, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2019 and 2018 the Company had no restricted cash. |
Investments | Investments The Company’s investments are comprised of marketable securities, short term deposits and income producing real estate. Investments which are held for trading are recorded at fair value and fluctuations in value are recorded as a non-operating income or expense. In addition, we have investments in long-term marketable equity securities which are classified as available-for-sale securities and are recorded at fair value. Short- term deposits and other financial instruments with maturities greater than 90 days and shares in other companies that do not meet the requirements for equity method treatment are recorded for at cost. We also have investments in income-producing real estate. This real estate is recorded at cost and is depreciated using the straight-line method over its estimated useful life. The depreciation and rental income associated with this real estate are recognized in the consolidated statement of operations. These investments are recorded within long term assets on the Company’s balance sheet. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts receivable. Account balances are deemed to be uncollectible and are charged off within 90 days of having recored an allowance and all means of collection have been exhausted and the potential for recovery is considered remote. On certain fixed price contracts, a portion of the amounts billed are withheld by the customer as a retainage which typically amount to 10% of the invoiced amount and can remain outstanding for several months until a final good receipt of the complete project to the customers satisfaction. |
Concentration of Risks and Uncertainties | Concentration of Risks and Uncertainties Financial instruments which potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company mitigates its cash risk by maintaining its cash deposits with major financial institutions in the United States and Colombia. As discussed above, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers. |
Related Party Transactions | Related party transactions The Company has related party transactions such as sales, purchases, leases, guarantees, and other payments. We periodically performed a related party analysis to identify transactions to disclose. Depending on the transactions, we aggregate some related party information by type. |
Inventories | Inventories Inventories of raw materials, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed (work in process) are valued using the specific identification method. Cost for finished product inventory are recorded and maintained at the lower of cost or market. Cost includes raw materials and direct and applicable indirect manufacturing overheads. Also, inventories related to contracts in progress are included within work in process and finished goods, and are stated at using the specific identification method and lower of cost or market, respectively, and are expected to turn over in less than one year. Reserves for excess or slow-moving raw materials inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to or increase in selling, general and administrative expenses. Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years The Company also records within fixed assets all the underlying assets of a capital lease. Initial recognition of these assets are done at the present value of all future lease payments. A capital lease is a lease in which the lessor transferred substantially all of the benefits and risks associated with the ownership of the property. |
Long Lived Assets | Long Lived Assets The Company periodically reviews the carrying values of its long lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered necessary. When circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Goodwill | Goodwill We review goodwill for impairment each year on December 31 st |
Intangible Assets | Intangible Assets Intangible assets with definite lives subject to amortization are amortized on a straight-line basis. We also review these intangibles for impairment when events or significant changes in circumstance indicate that the carrying value may not be recoverable. Events or circumstances that indicate that impairment testing may be required include changes in building codes and regulation, loss of key personnel or a significant adverse change in business climate or regulations. There were no triggering events or circumstances noted and as such no impairment was needed for the intangible assets subject to amortization. See Note 11 - Goodwill and Intangible Assets for additional information. |
Leases | Leases 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 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 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. |
Financial Liabilities | Financial Liabilities Financial liabilities correspond to the financing obtained by the Company through bank credit facilities and accounts payable to suppliers and creditors. Financial liabilities are initially recognized based on their fair value, which is usually equal to the transaction value less directly attributable costs. Subsequently, such financial liabilities are carried at their amortized cost according to the effective interest rate method determined at initial recognition, and recognized in the results of the period during the time of amortization of the financial obligation. |
Dividends | Dividends We have accounted for dividends declared as a liability under ASC 480, Distinguishing Liabilities from Equity, since our shareholders have had the option to elect cash or stock. When the dividend has been declared, we record the transaction as a reduction to retained earnings and an increase to dividends payable. We then reclassify stock dividends from dividends payable to additional paid-in capital when the shareholder elects a stock dividend instead of cash. The dividend payable is not subject to remeasurement 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements The standard describes three level of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 15 – Hedging Activities and Fair Value Measurements. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the consolidated statement of comprehensive income. Amounts in Accumulated other comprehensive loss on the consolidated balance sheet are reclassified into the consolidated statement of income in the same period or periods during which the hedged transactions are settled. |
Revenue Recognition | Revenue Recognition Our principal sources of revenue are derived from product sales, sometimes referred to as standard form sales, and supply and installation contracts, sometimes referred to as revenues from fixed price contracts. We identified one single performance obligation for both forms of sales. Revenue is recognized when control is transferred to our customers. For product sales, the performance obligations are satisfied at a point in time and control is deemed to be transferred upon delivery. Approximately 38% of the Company’s consolidated net sales is generated by supply and installation contracts with customers that require the Company to design, develop, test, manufacture, and install windows according to the customers’ specifications. These contracts are primarily multi-year contracts with real estate general contractors and are generally priced on a fixed-price basis and are invoiced based on contract progress. To determine the proper revenue recognition method, the Company first evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. All the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is, therefore, not distinct. These contractual arrangements either require the use of a highly specialized manufacturing process to provide goods according to customer specifications or represent a bundle of contracted goods and services that are integrated and together represent a combined output, which may include the delivery of multiple units. These performance obligations are satisfied over time. Sales are recognized over time when control is continuously transferred to the customer during the contract. The continuous transfer of control to the customer is supported by contract clauses that provide for progress or performance-based payments. Generally, if a customer unilaterally terminates a contract, the Company has the right to receive payment for costs incurred plus a reasonable profit for products and services that do not have alternative use to the Company. Sales are recorded using the cost-to-cost method on supply and installation contracts that include performance obligations satisfied over time. These sales are generally recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the transaction price, less (ii) the cumulative sales recognized in prior periods. Accounting for the sales and profits on performance obligations for which progress is measured using the cost-to-cost method involves the preparation of estimates of: (1) transaction price and (2) total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work. Incurred costs include labor, material, and overhead and represent work performed, which corresponds with and thereby represents the transfer of ownership to the customer. Performance obligations are satisfied over time when the risk of ownership has been passed to the customer and/or services are performed. The estimated profit or loss at completion on a contract is equal to the difference between the transaction price and the total estimated cost at completion. Contract modifications routinely occur to account for changes in contract specifications or requirements. In most cases, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price estimates include additional consideration for submitted contract modifications or claims when the Company believes it has an enforceable right to the modification or claim, the amount can be reliably estimated and its realization is reasonably assured. Amounts representing modifications accounted for as part of the existing contract are included in the transaction price and recognized as an adjustment to sales on a cumulative catch-up basis. The Company’s supply and installation contracts allow for progress payments to bill the customer as contract costs are incurred and the customer often retains a small portion of the contract price until satisfactory completion of the contractual statement of work, which is a retainage of approximately 10%. The Company records an asset for unbilled receivables due to completing more work than the progress payment schedule allows to collect at a point in time. For certain supply and installation contracts, the Company receives advance payments. Advanced payments are not considered a significant financing component because they are a negotiated contract term to ensure the customer meets its financial obligation, particularly when there are significant upfront working capital requirements. The Company records a liability for advance payments received in excess of sales recognized, which is presented as a contract liability on the balance sheet. Revisions or adjustments to estimates of the transaction price, estimated costs at completion and estimated profit or loss of a performance obligation are often required as work progresses under a contract, as experience is gained, as facts and circumstances change and as new information is obtained, even though the scope of work required under the contract may not change. Revisions or adjustments may also be required if contract modifications occur. The impact of revisions in profit or loss estimates are recognized on a cumulative catch-up basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect the Company’s results of operations and cash flows, as well as reduce the valuations of contract assets and inventories, and in some cases result in liabilities to complete contracts in a loss position. The Company recognizes a liability for non-recurring obligations as situations considering that projects actual costs are usually adjusted to estimated costs. The Company did not recognize sales for performance obligations satisfied in prior periods during year ended December 31, 2019. |
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. |
Sales Tax and Value Added Taxes | Sales Tax and Value Added Taxes The Company accounts for sales taxes and value added taxes imposed on its goods and services on a net basis - value added taxes paid for goods and services purchased is netted against value added tax collected from customers and the net amount is paid to the government. The current value added tax rate in Colombia for all of the Company’s products is 19%. A municipal industry and commerce tax (ICA) sales tax of 0.7% is payable on all of the Company’s products sold in the Colombian market. |
Product Warranties | Product Warranties The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The cost associated with product warranties was $2,453and $957 during the years ended December 31, 2019 and 2018, respectively. |
Advertising Costs | Advertising Costs Advertising costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended December 31, 2019 and 2018 amounted to approximately $1,416 and $1,526, respectively. |
Employee Benefits | Employee Benefits The Company provides benefits to its employees in accordance with Colombian labor laws. Employee benefits do not give rise to any long term liability. |
Income Taxes | Income Taxes The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC and Tecnoglass RE LLC are subject to the taxing jurisdiction of the United States. Tecnoglass is subject to the taxing jurisdiction of the Cayman Islands. Annual tax periods prior to December 2016 are no longer subject to examination by taxing authorities in Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The Company accounts for income taxes using the asset and liability approach of accounting for income taxes (ASC 740 “Income Taxes”). Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. For each tax jurisdiction in which the Company operates, deferred tax assets and liabilities are offset against one another and are presented as a single noncurrent amount within the consolidated balance sheets. The Company presents deferred tax assets and liabilities net as either a non-current asset or liability, depending on the net deferred tax position. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Interest accrued related to unrecognized tax and income tax related penalties are included in the provision for income taxes. The uncertain income taxes positions are recorded in “Taxes payable” in the consolidated balance sheets. |
Earnings Per Share | Earnings per Share The Company computes basic earnings per share by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive potential ordinary shares outstanding during the period. See Note 18 - Shareholders’ Equity for further detail on the calculation of earnings per share. |
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). The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that will postpone the effective date to the year beginning after December 15, 2022. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments under ASU 2017-12 refine and expand hedge accounting requirements for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 became effective for us in the first quarter of 2019. During the quarter ended September 30, 2019, we entered into foreign currency non-delivery forward and collar contracts which we have designated as cash flow hedges and are accounting for as derivative financial instruments to which we are applying the provisions of ASU 2017-12. Prior to the quarter ended September 30, 2019 we did not have any hedging derivatives and therefore prior periods will not be affected by this pronouncement. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment Estimated Useful Lives | Depreciation is computed on a straight-line basis, based on the following estimated useful lives: Buildings 20 years Machinery and equipment 10 years Furniture and fixtures 10 years Office equipment and software 5 years Vehicles 5 years |
Long Term Investments (Tables)
Long Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Purchase Price Allocation of Total Consideration Transferred | The following table summarizes the purchase price allocation of the total consideration transferred: Consideration Transferred: Notes payable (Cash or Stock) $ 35,000 Fair value of the non-controlling interest in Componenti 1,141 Recognized amounts of identifiable assets acquired and liabilities assumed: Preliminary Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash and equivalents $ 509 509 Accounts receivable 42,314 42,314 Other current assets 5,287 242 5,529 Property, plant, and equipment 684 684 Other non-current tangible assets 59 59 Trade name 980 980 Non-compete agreement 165 165 Contract backlog 3,090 3,090 Customer relationships 4,140 4,140 Accounts payable (22,330 ) 275 (22,055 ) Other current liabilities assumed (13,967 ) (673 ) (14,640 Non-current liabilities assumed (3,634 ) (3,231 ) (6,865 ) Total identifiable net assets 17,297 (3,387 ) 13,910 Goodwill (including Workforce) $ 18,844 3,387 $ 22,231 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment and Geographic Information | The following tables present geographical information about external customers. Geographical information is based on the location where there the customer is located. Year ended December 31, 2019 2018 Colombia $ 52,299 $ 62,445 United States 368,055 296,534 Panama 3,482 4,248 Other 7,076 7,757 Total Revenues $ 430,912 $ 370,984 The following table presents revenues from external customer by product groups. Year ended December 31, 2019 2018 Glass and framing components $ 66,204 $ 104,032 Windows and architectural systems 364,708 266,952 Total Revenues $ 430,912 $ 370,984 |
Schedule of Long-Lived Assets | The Company’s long-lived assets are distributed geographically as follows: Year ended December 31, 2019 2018 Colombia $ 153,879 $ 146,544 United States 81,286 38,075 Total long lived assets $ 235,165 $ 184,619 |
Revenue Disaggregation, Contr_2
Revenue Disaggregation, Contract Assets and Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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. Year ended December 31, 2019 2018 Supply and installation contracts $ 162,236 $ 160,503 Product sales 268,676 210,481 Total Revenues $ 430,912 $ 370,984 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). December 31, 2019 December 31, 2018 Contract assets — current $ 42,014 $ 46,018 Contract assets — non-current 7,059 6,986 Contract liabilities — current (12,459 ) (16,789 ) Contract liabilities — non-current (187 ) (1,436 ) Net contract assets $ 36,427 $ 34,779 |
Contract Liabilities [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract liabilities are presented in the table below. December 31, 2019 December 31, 2018 Billings in excess of costs $ 2,077 4,393 Advances from customers on uncompleted contracts 10,569 13,832 Total contract liabilities 12,646 18,225 Less: current portion 12,459 16,789 Contract liabilities – non-current $ 187 1,436 |
Contract Assets [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract assets are presented in the table below. December 31, 2019 December 31, 2018 Unbilled contract receivables, gross $ 20,729 $ 21,703 Retainage 28,344 31,301 Total contract assets 49,073 53,004 Less: current portion 42,014 46,018 Contract assets – non-current $ 7,059 $ 6,986 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Trade Accounts Receivable | Trade accounts receivable consists of the following: December 31, 2019 2018 Trade accounts receivable 113,243 95,474 Less: Allowance for doubtful accounts (2,685 ) (2,683 ) Total $ 110,558 $ 92,791 |
Schedule of Changes in Allowance for Doubtful Accounts Receivable | The changes in the allowance for doubtful accounts for the years ended December 31, 2019 and 2018 are as follows: Year ended December 31, 2019 2018 Balance at beginning of year $ 2,683 $ 2,729 Provision for bad debts 1,389 369 Deductions and write-offs, net of foreign currency adjustment (1,387 ) (415 ) Balance at end of year $ 2,685 $ 2,683 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following December 31, 2019 December 31, 2018 Raw materials $ 44,175 $ 43,744 Work in process 24,262 25,957 Finished goods 5,203 14,251 Stores and spares 8,130 7,437 Packing material 981 540 82,751 91,929 Less: Inventory allowance (37 ) (80 ) $ 82,714 $ 91,849 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other assets consists of the following: Year ended December 31, 2019 2018 Advances to Suppliers and Loans $ 1,681 $ 1,100 Prepaid Income Taxes 23,160 16,000 Employee Receivables 465 418 Prepaid expenses 2,647 1,367 Derivative financial instruments 749 - Other Creditors 638 1,414 Total $ 29,340 $ 20,299 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment is comprised of the following: December 31, 2019 December 31, 2018 Building $ 59,979 $ 53,784 Machinery and equipment 148,968 133,663 Office equipment and software 6,871 6,238 Vehicles 1,813 1,887 Furniture and fixtures 2,264 2,339 Total property, plant and equipment 219,895 197,911 Accumulated depreciation (93,463 ) (77,884 ) Net book value of property and equipment 126,432 120,027 Land 28,177 29,172 Total property, plant and equipment, net $ 154,609 $ 149,199 |
Schedule of Roll Forward of Property Plant and Equipment | The roll forward of Property, plant and equipment for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 2018 Property, Plant and Equipment Beginning balance $ 227,083 $ 234,784 Acquisitions 25,168 13,563 Reclassification to investment (1,066 ) - Tax incentive on installation of solar panels - (1,531 ) Disposals (82 ) (72 ) Assets acquired under credit or debt 1,006 - Effect of Foreign currency translation (4,037 ) (19,661 ) Ending Balance $ 248,072 $ 227,083 Accumulated Depreciation Beginning Balance $ (77,884 ) $ (66,083 ) Depreciation Expense (18,429 ) (18,807 ) Disposals - 39 Effect of Foreign Currency Translation 2,850 6,967 Ending balance $ (93,463 ) $ (77,884 ) Property, plant and Equipment, Net $ 154,609 $ 149,199 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The table below provides a reconciliation of the beginning and ending balances of the Goodwill recorded on the Company’s balance sheet: Ending balance – December 31, 2017 $ 23,130 GM&P measurement period adjustment 431 Ending balance – December 31, 2018 $ 23,561 |
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. December 31, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (555 ) $ 425 Notice of Acceptances (NOAs), product designs and other intellectual property 8,903 (4,323 ) 4,580 Non-compete Agreement 165 (94 ) 71 Contract Backlog 3,090 (3,090 ) - Customer Relationships 4,140 (2,513 ) 1,627 Total $ 17,278 $ (10,575 ) $ 6,703 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 December 31, 2019 is as follows: Year ending (in thousands) 2020 $ 2,196 2021 2,152 2022 1,273 2023 895 2024 168 Thereafter 19 $ 6,703 |
Other Long Term Assets (Tables)
Other Long Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Other Long Term Assets | Other long term assets are comprised of the following: December 31, 2019 2018 Real estate investments $ 2,303 $ 2,271 Cost method investment 500 500 Other long term assets 107 82 $ 2,910 $ 2,853 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt is comprised of the following: December 31, 2019 December 31, 2018 Revolving lines of credit $ 17,455 $ 19,146 Finance lease 493 380 Unsecured senior note 210,000 210,000 Other loans 15,578 17,804 Syndicated loan 19,999 - Less: Deferred cost of financing (3,714 ) (5,015 ) Total obligations under borrowing arrangements 259,811 242,315 Less: Current portion of long-term debt and other current borrowings 16,084 21,606 Long-term debt $ 243,727 $ 220,709 |
Schedule of Maturities of Long Term Debt | Maturities of long term debt and other current borrowings are as follows as of December 31, 2019: 2020 $ 16,124 2021 6,504 2022 217,440 2023 12,125 2024 7,622 Thereafter 3,710 Total $ 263,525 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Year ended December 31, 2019 2018 Current income tax United States $ (1,438 ) $ (639 ) Colombia (14,188 ) (8,626 ) (15,626 ) (9,265 ) Deferred income Tax United States 663 (391 ) Colombia 2,035 3,680 2,698 3,289 Total income tax (provision) benefit $ (12,928 ) $ (5,976 ) Effective tax rate 34.8 % 41.3 % |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rate in Colombia to the Company’s effective tax rate is as follows: Year ended December 31, 2019 2018 Income tax expense at statutory rates 32.7 % 31.3 % Non-deductible expenses 5.3 % 13.0 % Non-taxable income -3.2 % -3.0 % Effective tax rate 34.8 % 41.3 % |
Schedule of Deferred Tax Assets and Liabilities | The Company has the following deferred tax assets and liabilities: Year ended December 31, 2019 2018 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ (2,105 ) $ (1,119 ) Property, plant and equipment adjustments 319 427 Tax benefit on installation of renewable energy project 307 448 Operating loss carryforward - 1,581 Foreign currency transactions 8,936 6,560 Other 240 153 Total deferred tax assets $ 7,697 $ 8,050 Deferred tax liabilities: Depreciation and Amortization (2,489 ) (2,445 ) Unbilled receivables uncompleted contracts - (3,293 ) Other (382 ) (248 ) Foreign currency transactions (642 ) - Total deferred tax liabilities $ (3,513 ) $ (5,986 ) Net deferred tax $ 4,184 $ 2,064 |
Schedule of Net Deferred Tax Liability | Net deferred tax is presented on the balance sheet as follows: December 31, 2019 2018 Long term deferred income tax asset $ 4,595 $ 4,770 Less: long term deferred income tax liability $ 411 $ 2,706 |
Hedging Activities and Fair V_2
Hedging Activities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Foreign Currency Hedges | The fair value of our foreign currency hedges are classified in the accompanying consolidated balance sheets as of December 31, 2019, are as follows: Derivative Assets Derivative Liabilities December 31, 2019 December 31, 2019 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery forward and collar contracts Other current assets $ 749 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 749 Total derivative liabilities $ - |
Schedule of Gains (Losses) on Derivative Financial Instruments | The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the year ended December, 2019: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or (Loss) Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Year Ended Year Ended December 31, December 31, December 31, December 31, 2019 2018 2019 2018 Non-delivery Forwards and Collar Contracts $ 749 $ - General and administrative expense $ (214 ) $ - |
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: December 31, 2019 December 31, 2018 Fair Value 259,814 234,163 Carrying Value 243,727 220,709 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2019 December 31, 2018 Current Assets: Due from VS $ 4,203 $ 6,229 Due from other related parties 3,854 2,010 $ 8,057 $ 8,239 Long Term due from VS 1,786 - Liabilities: Due to related parties - current $ 4,415 $ 1,500 Due to related parties - Non current $ 622 $ 600 Year ended December 31, 2019 2018 Sales to related parties $ 8,794 $ 5,538 Fees paid to directors and officers $ 3,537 $ 3,307 Payments to other related parties $ 3,388 $ 3,618 |
Schedule of Payments to Other Related Parties | Payments to other related parties during the periods indicated are comprised of the following: Year ended December 31, 2019 2018 Charitable contributions $ 1,343 $ 1,263 Sales commissions $ 1,105 $ 1,419 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 Numerator for basic and diluted earnings per shares Net Income (loss) $ 24,269 $ 8,486 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 44,464,097 39,087,527 Effect of dilutive securities and stock dividend - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 44,464,097 39,487,940 Basic earnings (loss) per ordinary share $ 0.55 $ 0.22 Diluted earnings (loss) per ordinary share $ 0.55 $ 0.21 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Selling expenses for the years ended December 31, 2019, and 2018 were comprised of the following: December 31, 2019 2018 Shipping and Handling $ 14,327 $ 18,583 Personnel 7,070 6,707 Sales commissions 7,775 5,382 Services 2,487 2,502 Packaging 1,039 1,283 Accounts Receivable provision 1,389 369 Other Selling Expenses 7,838 4,564 Total Selling Expense $ 41,925 $ 39,390 General and administrative expenses for the years ended December 31, 2019 and 2018 were comprised of the following: December 31, 2019 2018 Personnel $ 9,925 $ 9,377 Professional fees 3,227 3,963 Taxes 1,288 845 Services 4,509 2,918 Depreciation and Amortization 4,182 4,887 Bank charges and tax on financial transactions 1,176 947 Insurance 1,776 1,601 Rent expense 803 854 Related parties 3,913 3,770 Other expenses 4,270 4,470 Total General and administrative expenses $ 35,069 $ 33,632 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Restricted cash | ||
Percentage of retainage on customers | 10.00% | |
Percentage revenue | 38.00% | |
Value added tax, percentage | 19.00% | |
Sales tax, percentage | 0.70% | |
Product warranties description | The Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in which the products are sold. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. | |
Cost of product warranties | $ 2,453 | 957 |
Advertising costs | $ 1,416 | $ 1,526 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | |
Property, plant and equipment, useful life | 20 years |
Machinery and Equipment [Member] | |
Property, plant and equipment, useful life | 10 years |
Furniture and Fixtures [Member] | |
Property, plant and equipment, useful life | 10 years |
Office Equipment and Software [Member] | |
Property, plant and equipment, useful life | 5 years |
Vehicles [Member] | |
Property, plant and equipment, useful life | 5 years |
New Accounting Standards Impl_2
New Accounting Standards Implemented (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
Finance lease right-of-use assets | $ 334 | ||
Lease liability | $ 493 | $ 380 | |
Finance lease, weighted average remaining lease term | 2 years 6 months | ||
Operating lease expiration date, description | The Company had a commitment for $52 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during 2020 that have not been capitalized due to their short-term nature. | ||
Operating Lease Liability [Member] | |||
Operating leases liability | $ 52 | ||
ASU 2016-02 [Member] | |||
Finance lease right-of-use assets | $ 378 | ||
Lease liability | $ 380 |
Long Term Investments (Details
Long Term Investments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2019 | Jan. 11, 2019 | May 15, 2018 | Mar. 01, 2017 | Apr. 30, 2018 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 |
Cash consideration paid for acquisition of minority interest | $ 34,100 | $ 6,000 | |||||||
Note face amount reduced | 259,574 | $ 242,106 | |||||||
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | |||||||||
Business combination, step acquisition, equity interest in acquired, percentage | 100.00% | ||||||||
Purchase price of business acquired | $ 35,000 | ||||||||
Cash | $ 6,000 | $ 6,000 | |||||||
Ordinary shares issued, shares | 1,238,095 | ||||||||
Sale of stock, price per share | $ 10.50 | ||||||||
Ordinary shares issued, amount | $ 10,000 | ||||||||
Note face amount reduced | $ 8,500 | ||||||||
Seller's note, interest rate | 6.00% | ||||||||
Seller's note, maturity | Dec. 31, 2022 | ||||||||
Gain on extinguishment of debt | $ 2,106 | ||||||||
Acquisition of equity interest | 60.00% | ||||||||
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | Seller's Note [Member] | |||||||||
Gain on extinguishment of debt | 3,606 | ||||||||
Reduction of note nominal amount | $ 1,500 | ||||||||
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | Closing Date [Member] | |||||||||
Cash | $ 29,000 | ||||||||
Componenti USA LLC [Member] | |||||||||
Minority ownership interest | 40.00% | ||||||||
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% | 25.80% | |||||||
Purchase price for acquiring minority interest | $ 45,000 | ||||||||
Cash consideration paid for acquisition of minority interest | $ 34,100 | 34,100 | |||||||
Recorded current liabilities in relation to acquisition | 10,900 | ||||||||
Recorded investments in relation to acquisition | $ 45,000 | ||||||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | Land [Member] | |||||||||
Recorded current liabilities in relation to acquisition | $ 10,900 |
Long Term Investments - Summary
Long Term Investments - Summary of Purchase Price Allocation of Total Consideration Transferred (Details) $ in Thousands | Mar. 01, 2017USD ($) |
Notes payable (Cash or Stock) | $ 35,000 |
Fair value of the non-controlling interest in Componenti | 1,141 |
Preliminary Purchase Price Allocation [Member] | |
Cash and equivalents | 509 |
Accounts receivable | 42,314 |
Other current assets | 5,287 |
Property, plant, and equipment | 684 |
Other non-current tangible assets | 59 |
Trade name | 980 |
Non-compete agreement | 165 |
Contract backlog | 3,090 |
Customer relationships | 4,140 |
Accounts payable | (22,330) |
Other current liabilities assumed | (13,967) |
Non-current liabilities assumed | (3,634) |
Total identifiable net assets | 17,297 |
Goodwill (including Workforce) | 18,844 |
Measurement Period Adjustments [Member] | |
Other current assets | 242 |
Accounts payable | 275 |
Other current liabilities assumed | (673) |
Non-current liabilities assumed | (3,231) |
Total identifiable net assets | (3,387) |
Goodwill (including Workforce) | 3,387 |
Final Purchase Price Allocation [Member] | |
Cash and equivalents | 509 |
Accounts receivable | 42,314 |
Other current assets | 5,529 |
Property, plant, and equipment | 684 |
Other non-current tangible assets | 59 |
Trade name | 980 |
Non-compete agreement | 165 |
Contract backlog | 3,090 |
Customer relationships | 4,140 |
Accounts payable | (22,055) |
Other current liabilities assumed | (14,640) |
Non-current liabilities assumed | (6,865) |
Total identifiable net assets | 13,910 |
Goodwill (including Workforce) | $ 22,231 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2019Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Segment and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenues | $ 430,912 | $ 370,984 |
Glass and Framing Components [Member] | ||
Total Revenues | 66,204 | 104,032 |
Windows and Architectural Systems [Member] | ||
Total Revenues | 364,708 | 266,952 |
Colombia [Member] | ||
Total Revenues | 52,299 | 62,445 |
United States [Member] | ||
Total Revenues | 368,055 | 296,534 |
Panama [Member] | ||
Total Revenues | 3,482 | 4,248 |
Other [Member] | ||
Total Revenues | $ 7,076 | $ 7,757 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total long lived assets | $ 235,165 | $ 184,619 |
Colombia [Member] | ||
Total long lived assets | 153,879 | 146,544 |
United States [Member] | ||
Total long lived assets | $ 81,286 | $ 38,075 |
Revenue Disaggregation, Contr_3
Revenue Disaggregation, Contract Assets and Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Remaining performance obligation | $ 323,400 | |||
Performance obligation, percentage | 100.00% | |||
Sales related to billing in excess of cost liability | $ 4,337 | |||
Sales related to contract liabilities | $ 6,381 | |||
Forecast [Member] | ||||
Remaining performance obligation | $ 78,400 | $ 245,100 |
Revenue Disaggregation, Contr_4
Revenue Disaggregation, Contract Assets and Contract Liabilities - Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenues | $ 430,912 | $ 370,984 |
Supply and installation contracts [Member] | ||
Total Revenues | 162,236 | 160,503 |
Product Sales [Member] | ||
Total Revenues | $ 268,676 | $ 210,481 |
Revenue Disaggregation, Contr_5
Revenue Disaggregation, Contract Assets and Contract Liabilities - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Contract assets - current | $ 42,014 | $ 46,018 |
Contract assets - non-current | 7,059 | 6,986 |
Contract liabilities - current | (12,459) | (16,789) |
Contract liabilities - non-current | (187) | (1,436) |
Net contract assets | $ 36,427 | $ 34,779 |
Revenue Disaggregation, Contr_6
Revenue Disaggregation, Contract Assets and Contract liabilities - Schedule of Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Unbilled contract receivables, gross | $ 20,729 | $ 21,703 |
Retainage | 28,344 | 31,301 |
Total contract assets | 49,073 | 53,004 |
Less: current portion | 42,014 | 46,018 |
Contract assets - non-current | $ 7,059 | $ 6,986 |
Revenue Disaggregation, Contr_7
Revenue Disaggregation, Contract Assets and Contract liabilities - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating revenues: | ||
Billings in excess of costs | $ 2,077 | $ 4,393 |
Advances from customers on uncompleted contracts | 10,569 | 13,832 |
Total contract liabilities | 12,646 | 18,225 |
Less: current portion | 12,459 | 16,789 |
Contract liabilities - non-current | $ 187 | $ 1,436 |
Trade Accounts Receivable - Sch
Trade Accounts Receivable - Schedule of Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 113,243 | $ 95,474 | |
Less: Allowance for doubtful accounts | (2,685) | (2,683) | $ (2,729) |
Total | $ 110,558 | $ 92,791 |
Trade Accounts Receivable - S_2
Trade Accounts Receivable - Schedule of Changes in Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Balance at beginning of year | $ 2,683 | $ 2,729 |
Provision for bad debts | 1,389 | 369 |
Deductions and write-offs, net of foreign currency adjustment | (1,387) | (415) |
Balance at end of year | $ 2,685 | $ 2,683 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 44,175 | $ 43,744 |
Work in process | 24,262 | 25,957 |
Finished goods | 5,203 | 14,251 |
Stores and spares | 8,130 | 7,437 |
Packing material | 981 | 540 |
Total Inventories, gross | 82,751 | 91,929 |
Less: Inventory allowance | (37) | (80) |
Total inventories, net | $ 82,714 | $ 91,849 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Amortization of prepaid expenses | $ 1,574 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to Suppliers and Loans | $ 1,681 | $ 1,100 |
Prepaid Income Taxes | 23,160 | 16,000 |
Employee Receivables | 465 | 418 |
Prepaid expenses | 2,647 | 1,367 |
Derivative financial instruments | 749 | |
Other Creditors | 638 | 1,414 |
Total | $ 29,340 | $ 20,299 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 18,429 | $ 18,807 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 219,895 | $ 197,911 | $ 234,784 |
Accumulated depreciation | (93,463) | (77,884) | $ (66,083) |
Net book value of property and equipment | 126,432 | 120,027 | |
Land | 28,177 | 29,172 | |
Total property, plant and equipment, net | 154,609 | 149,199 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 59,979 | 53,784 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 148,968 | 133,663 | |
Office Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 6,871 | 6,238 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 1,813 | 1,887 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 2,264 | $ 2,339 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Schedule of Roll Forward of Property Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Beginning balance | $ 197,911 | $ 234,784 |
Property, Plant and Equipment, Acquisitions | 25,168 | 13,563 |
Property, Plant and Equipment, Reclassifications to investment | (1,066) | |
Property, Plant and Equipment, Tax incentive on installation of solar panels | (1,531) | |
Property, Plant and Equipment, Disposals | (82) | (72) |
Property, Plant and Equipment, Assets acquired under credit or debt | 1,006 | |
Property, Plant and Equipment, Effect of Foreign currency translation | (4,037) | (19,661) |
Property, Plant and Equipment, Ending Balance | 219,895 | 197,911 |
Accumulated Depreciation, Beginning Balance | (77,884) | (66,083) |
Accumulated Depreciation, Depreciation Expense | (18,429) | (18,807) |
Accumulated Depreciation, Disposals | 39 | |
Accumulated Depreciation, Effect of Foreign Currency Translation | 2,850 | 6,967 |
Accumulated Depreciation, Ending balance | (93,463) | (77,884) |
Property, plant and Equipment, Net | $ 154,609 | $ 149,199 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average amortization period | 5 years 4 months 24 days | |
Amortization expense | $ 2,732 | $ 4,350 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance - December 31, 2017 | $ 23,130 |
GM&P measurement period adjustment | 431 |
Ending balance - September 30, 2018 | $ 23,561 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax [Line Items] | ||
Intangible assets, Gross | $ 17,278 | $ 19,256 |
Accumulated Amortization | (10,575) | (10,250) |
Total | 6,703 | 9,006 |
Trade Names [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 980 | 980 |
Accumulated Amortization | (555) | (359) |
Total | 425 | 621 |
Notice of Acceptances (NOAs), Product Designs and Other Intellectual Property [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 8,903 | 10,881 |
Accumulated Amortization | (4,323) | (5,373) |
Total | 4,580 | 5,508 |
Non-compete Agreement [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 165 | 165 |
Accumulated Amortization | (94) | (60) |
Total | 71 | 105 |
Contract Backlog [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 3,090 | 3,090 |
Accumulated Amortization | (3,090) | (2,832) |
Total | 258 | |
Customer Relationships [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 4,140 | 4,140 |
Accumulated Amortization | (2,513) | (1,626) |
Total | $ 1,627 | $ 2,514 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 2,196 | |
2021 | 2,152 | |
2022 | 1,273 | |
2023 | 895 | |
2024 | 168 | |
Thereafter | 19 | |
Total | $ 6,703 | $ 9,006 |
Other Long Term Assets - Schedu
Other Long Term Assets - Schedule of Other Long Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, All Other Investments [Abstract] | ||
Real estate investments | $ 2,303 | $ 2,271 |
Cost method investment | 500 | 500 |
Other long term assets | 107 | 82 |
Other assets, noncurrent, total | $ 2,910 | $ 2,853 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | May 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt face amount | $ 259,574 | $ 242,106 | |
Other loans | 15,578 | 17,804 | |
Present value of minimum lease payments | $ 493 | 380 | |
Loan maturity period | Few weeks to 10 years | ||
Debt, weighted average interest rate | 7.33% | ||
Line of credit, available | $ 57,337 | 18,257 | |
Line of credit, outstanding | $ 17,455 | 19,146 | |
Short-term debt, weighted average interest rate | 4.70% | ||
Interest expense | $ 22,806 | 21,187 | |
Capitalized interests | |||
Lines of Credit [Member] | Minimum [Member] | |||
Revolving note floating interest rates | 3.90% | ||
Lines of Credit [Member] | Maximum [Member] | |||
Revolving note floating interest rates | 7.90% | ||
Debt Facility [Member] | Banco de Credito del Peru and Banco Sabadell [Member] | |||
Repayments of lines of credit | $ 30,000 | ||
Debt instrument term | 5 years | ||
Debt Facility [Member] | Banco de Credito del Peru and Banco Sabadell [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Interest rate during period | 2.95% | ||
Real Estate Mortgage [Member] | |||
Other loans | $ 31,181 | ||
Property, Plant and Equipment [Member] | |||
Debt instrument, collateral amount | $ 6,979 | $ 5,037 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Revolving lines of credit | $ 17,455 | $ 19,146 |
Finance lease | 493 | 380 |
Unsecured senior note | 210,000 | 210,000 |
Other loans | 15,578 | 17,804 |
Syndicated loan | 19,999 | |
Less: Deferred cost of financing | (3,714) | (5,015) |
Total obligations under borrowing arrangements | 259,811 | 242,315 |
Less: Current portion of long-term debt and other current borrowings | 16,084 | 21,606 |
Long-term debt | $ 243,727 | $ 220,709 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 16,124 | |
2021 | 6,504 | |
2022 | 217,440 | |
2023 | 12,125 | |
2024 | 7,622 | |
Thereafter | 3,710 | |
Total obligations under borrowing arrangements | $ 259,811 | $ 242,315 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, percent | 34.80% | 41.30% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current income tax, United States | $ (1,438) | $ (639) |
Current income tax, Colombia | (14,188) | (8,626) |
Total current income tax | (15,626) | (9,265) |
Deferred income Tax, United States | 663 | (391) |
Deferred income Tax, Colombia | 2,035 | 3,680 |
Total deferred income tax | 2,698 | 3,289 |
Total income tax (provision) benefit | $ (12,928) | $ (5,976) |
Effective tax rate | 34.80% | 41.30% |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rates | 32.70% | 31.30% |
Non-deductible expenses | 5.30% | 13.00% |
Non-taxable income | (3.20%) | (3.00%) |
Effective tax rate | 34.80% | 41.30% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Accounts Receivable Clients - not delivered FOB | $ (2,105) | $ (1,119) |
Deferred tax assets, Property, plant and equipment adjustments | 319 | 427 |
Deferred tax assets, Tax benefit on installation of renewable energy project | 307 | 448 |
Deferred tax assets, Operating loss carryforward | 1,581 | |
Deferred tax assets, Foreign currency transactions | 8,936 | 6,560 |
Deferred tax assets, Other | 240 | 153 |
Total deferred tax assets | 7,697 | 8,050 |
Deferred tax liabilities, Depreciation and Amortization | (2,489) | (2,445) |
Deferred tax liabilities, Unbilled receivables uncompleted contracts | (3,293) | |
Deferred tax liabilities, Other | (382) | (248) |
Deferred tax liabilities, Foreign currency transactions | (642) | |
Total deferred tax liabilities | (3,513) | (5,986) |
Net deferred tax | $ 4,184 | $ 2,064 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Long term deferred income tax asset | $ 4,595 | $ 4,770 |
Less: long term deferred income tax liability | $ 411 | $ 2,706 |
Hedging Activities and Fair V_3
Hedging Activities and Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated other comprehensive income net of tax | $ (39,264) | $ (37,058) |
Loss on foreign currency fair value hedge derivative loss | 749 | |
Derivatives used in net investment hedge, tax (benefit) | 240 | |
Accumulated Other Comprehensive Loss [Member] | With in Next Twelve Months [Member] | ||
Reclassified earnings, expected | 749 | |
Non-Delivery Forward and Collar Contracts [Member] | ||
Foreign currency fair value hedge asset at fair value | $ 749 | |
Foreign currency fair value hedge activities, description | We had 14 outstanding forward and collar contracts to exchange 30 million U.S. Dollars to Colombian Pesos through August 2020. | |
Accumulated other comprehensive income net of tax | $ 509 |
Hedging Activities and Fair V_4
Hedging Activities and Fair Value Measurements - Schedule of Fair Value of Foreign Currency Hedges (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total derivative assets | $ 749 | |
Non-Delivery Forward and Collar Contracts [Member] | ||
Total derivative assets | 749 | |
Total derivative liabilities | ||
Non-Delivery Forward and Collar Contracts [Member] | Other Current Assets [Member] | ||
Total derivative assets | 749 | |
Non-Delivery Forward and Collar Contracts [Member] | Accrued Liabilities [Member] | ||
Total derivative liabilities |
Hedging Activities and Fair V_5
Hedging Activities and Fair Value Measurements - Schedule of Gains (Losses) on Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expense [Member] | ||
Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | $ (214) | |
Amount of gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | ||
Non-Delivery Forward and Collar Contracts [Member] | ||
Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | $ 749 |
Hedging Activities and Fair V_6
Hedging Activities and Fair Value Measurements - Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Value | $ 259,811 | $ 242,315 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value | 259,814 | 234,163 |
Carrying Value | $ 243,727 | $ 220,709 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Sales revenue from related party | $ 8,794 | $ 5,538 |
Ventanas Solar S.A. [Member] | ||
Sales revenue from related party | $ 3,273 | $ 2,938 |
CEO, COO and Other Related Parties [Member] | ||
Equity percentage | 100.00% |
Related Parties - Schedule of R
Related Parties - Schedule of Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Due from VS | $ 4,203 | $ 6,229 |
Due from other related parties | 3,854 | 2,010 |
Due from related parties, current | 8,057 | 8,239 |
Long Term due from VS | 1,786 | |
Due to related parties - current | 4,415 | 1,500 |
Due to related parties - Non current | 622 | 600 |
Sales to related parties | 8,794 | 5,538 |
Fees paid to directors and officers | 3,537 | 3,307 |
Payments to other related parties | $ 3,388 | $ 3,618 |
Related Parties - Schedule of P
Related Parties - Schedule of Payments to Other Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Payment to other related parties | $ 3,388 | $ 3,618 |
Charitable Contributions [Member] | ||
Payment to other related parties | 1,343 | 1,263 |
Sales Commissions [Member] | ||
Payment to other related parties | $ 1,105 | $ 1,419 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase of aggregate raw material | $ 19,642 |
Guarantees on behalf of other parties |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 02, 2017 | Mar. 01, 2017 | Apr. 14, 2015 | Dec. 20, 2013 | |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred shares, shares outstanding | 0 | 0 | ||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares, issued | 46,117,631 | 38,092,996 | ||||
Ordinary shares, shares, outstanding | 46,117,631 | 38,092,996 | ||||
Legal reserve description | Colombian regulation requires that companies retain 10% of net income until it accumulates at least 50% of subscribed and paid in capital. | |||||
Fair value of non-controlling interest amount | $ 1,141 | |||||
Componenti USA LLC [Member] | ||||||
Percentage of non-controlling interest | 40.00% | |||||
Fair value of non-controlling interest amount | $ 1,141 | |||||
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | ||||||
Acquisition of equity interest | 60.00% | |||||
Quarterly Rate [Member] | ||||||
Dividend rate per share | $ 0.14 | $ 0.125 | ||||
Annual Basis [Member] | ||||||
Dividend rate per share | $ 0.56 | $ 0.50 | ||||
2013 Long-Term Equity Incentive Plan [Member] | ||||||
Ordinary shares are reserved for issuance | 1,593,917 | |||||
Ordinary shares, awarded |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Net Income (loss) | $ 24,269 | $ 8,486 |
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 44,464,097 | 39,087,527 |
Effect of dilutive securities and stock dividend | ||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 44,464,097 | 39,487,940 |
Basic earnings (loss) per ordinary share | $ 0.55 | $ 0.22 |
Diluted earnings (loss) per ordinary share | $ 0.55 | $ 0.21 |
Operating Expenses - Schedule o
Operating Expenses - Schedule of Other Operating Cost and Expense, by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Selling Expense | $ 41,925 | $ 39,390 |
Total General and administrative expenses | 35,069 | 33,632 |
Shipping and Handling [Member] | ||
Total Selling Expense | 14,327 | 18,583 |
Personnel [Member] | ||
Total Selling Expense | 7,070 | 6,707 |
Total General and administrative expenses | 9,925 | 9,377 |
Sales Commissions [Member] | ||
Total Selling Expense | 7,775 | 5,382 |
Services [Member] | ||
Total Selling Expense | 2,487 | 2,502 |
Total General and administrative expenses | 4,509 | 2,918 |
Packaging [Member] | ||
Total Selling Expense | 1,039 | 1,283 |
Accounts Receivable Provision [Member] | ||
Total Selling Expense | 1,389 | 369 |
Other Selling Expenses [Member] | ||
Total Selling Expense | 7,838 | 4,564 |
Professional Fees [Member] | ||
Total General and administrative expenses | 3,227 | 3,963 |
Taxes [Member] | ||
Total General and administrative expenses | 1,288 | 845 |
Depreciation and Amortization [Member] | ||
Total General and administrative expenses | 4,182 | 4,887 |
Bank Charges and Tax on Financial Transactions [Member] | ||
Total General and administrative expenses | 1,176 | 947 |
Insurance [Member] | ||
Total General and administrative expenses | 1,776 | 1,601 |
Rent Expense [Member] | ||
Total General and administrative expenses | 803 | 854 |
Related Parties [Member] | ||
Total General and administrative expenses | 3,913 | 3,770 |
Other Expenses [Member] | ||
Total General and administrative expenses | $ 4,270 | $ 4,470 |
Non-Operating Income and Expe_2
Non-Operating Income and Expenses (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | ||
Non-operating income and expenses | $ 1,565 | $ 2,915 |