Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Tecnoglass Inc. | |
Entity Central Index Key | 1,534,675 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 109,957,829 | |
Entity Common Stock, Shares Outstanding | 38,092,996 | |
Trading Symbol | TGLS | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 33,040 | $ 40,923 |
Investments | 1,163 | 1,680 |
Trade accounts receivable | 92,791 | 110,464 |
Unbilled receivables on uncompleted contracts | 9,996 | |
Due from related parties | 8,239 | 8,500 |
Inventories | 91,849 | 71,656 |
Contract assets - current portion | 46,018 | |
Prepaid expenses | 1,367 | 1,165 |
Other current assets | 18,932 | 17,514 |
Total current assets | 293,399 | 261,898 |
Long term assets: | ||
Property, plant and equipment, net | 149,199 | 168,701 |
Contract assets - non-current | 6,986 | |
Intangible assets | 9,006 | 11,517 |
Goodwill | 23,561 | 23,130 |
Deferred income tax | 4,770 | 103 |
Other long term assets | 2,853 | 2,651 |
Total long term assets | 196,375 | 206,102 |
Total assets | 489,774 | 468,000 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 21,606 | 3,260 |
Trade accounts payable | 65,510 | 55,182 |
Accrued interest expense | 7,567 | 7,392 |
Dividend Payable | 736 | 585 |
Due to related parties | 1,500 | 975 |
Payable associated to GM&P acquisition | 29,000 | |
Taxes payable | 7,154 | 12,076 |
Labor liabilities | 1,733 | 1,550 |
Contract liabilities - current portion | 16,789 | |
Current portion of customer advances on uncompleted contracts | 11,429 | |
Total current liabilities | 122,595 | 121,449 |
Deferred income taxes | 2,706 | 2,317 |
Long Term Payable associated to GM&P acquisition | 8,500 | |
Long term note payable to related party | 600 | |
Customer advances on uncompleted contracts | 1,571 | |
Contract liabilities - non-current | 1,436 | |
Long-term debt | 220,709 | 220,998 |
Total long term liabilities | 233,951 | 224,886 |
Total liabilities | 356,546 | 346,335 |
Commitments and contingencies | ||
Shareholders' equity | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2018 and 2017 | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 38,092,996 and 34,836,575 shares issued and outstanding at December 31, 2018 and 2017, respectively | 4 | 3 |
Legal reserves | 1,367 | 1,367 |
Additional paid-in capital | 157,604 | 125,317 |
Retained earnings | 10,439 | 22,212 |
Accumulated other comprehensive income (loss) | (37,058) | (28,651) |
Shareholders' equity attributable to controlling interest | 132,356 | 120,248 |
Shareholders' equity attributable to non-controlling interest | 872 | 1,417 |
Total shareholders' equity | 133,228 | 121,665 |
Total liabilities and shareholders' equity | $ 489,774 | $ 468,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | |
Ordinary shares, shares issued | 38,092,996 | 34,836,575 | |
Ordinary shares, shares outstanding | 38,092,996 | 34,836,575 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating revenue: | |||
Total operating revenue | $ 370,984 | $ 314,456 | $ 305,016 |
Cost of sales | 250,767 | 215,274 | 192,369 |
Gross profit | 120,217 | 99,182 | 112,647 |
Operating expenses: | |||
Selling | 39,390 | 33,784 | 36,953 |
General and administration | 33,632 | 31,034 | 27,846 |
Operating expenses | 73,022 | 64,818 | 64,799 |
Operating income | 47,195 | 34,364 | 47,848 |
Change in fair value of warrant liability | 776 | ||
Change in fair value of earnout shares liability | 4,674 | ||
Non-operating income, net | 2,915 | 3,190 | 4,155 |
Foreign currency transaction gains (losses) | (14,461) | (3,028) | (1,387) |
Loss on extinguishment of debt | (3,136) | ||
Interest expense | (21,187) | (19,872) | (16,814) |
Income before taxes | 14,462 | 11,518 | 39,252 |
Income tax provision | 5,976 | 5,793 | 16,072 |
Net income (loss) | 8,486 | 5,725 | 23,180 |
Less: Loss (income) attributable to non-controlling interest | 545 | (276) | |
Net income (loss) attributable to parent | 9,031 | 5,449 | 23,180 |
Comprehensive income: | |||
Net income (loss) | 8,486 | 5,725 | 23,180 |
Foreign currency translation adjustments | (8,407) | 549 | 1,969 |
Total comprehensive income (loss) | 79 | 6,274 | 25,149 |
Less: Loss (income) attributable to non-controlling interest | 545 | (276) | |
Total comprehensive income attributable to parent | $ 624 | $ 5,998 | $ 25,149 |
Basic income (loss) per share | $ 0.23 | $ 0.16 | $ 0.71 |
Diluted income (loss) per share | $ 0.22 | $ 0.15 | $ 0.69 |
Basic weighted average common shares outstanding | 37,511,851 | 36,836,075 | 32,864,628 |
Diluted weighted average common shares outstanding | 38,062,635 | 37,386,858 | 33,415,412 |
Customers Revenue [Member] | |||
Operating revenue: | |||
Total operating revenue | $ 365,646 | $ 309,375 | $ 295,274 |
Related Parties Revenue [Member] | |||
Operating revenue: | |||
Total operating revenue | $ 5,338 | $ 5,081 | $ 9,742 |
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 (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Total Shareholders' Equity Attributable to Parent [Member] | Non-Controlling Interest [Member] | Total |
Balance beginning at Dec. 31, 2015 | $ 3 | $ 45,584 | $ 1,367 | $ 22,028 | $ (31,169) | $ 37,813 | $ 37,813 | |
Balance beginning, shares at Dec. 31, 2015 | 26,895,636 | |||||||
Issuance of common stock | 30,279 | 30,279 | 30,279 | |||||
Issuance of common stock, shares | 2,500,000 | |||||||
Cash Dividend | (4,226) | (4,226) | (4,226) | |||||
Stock dividend | 12,171 | (12,171) | 0 | |||||
Stock dividend, shares | 272,505 | |||||||
Exercise of warrants | 30,437 | 30,437 | 30,437 | |||||
Exercise of warrants, shares | 2,690,261 | |||||||
Exercise of Unit Purchase Options | 404 | 404 | 404 | |||||
Exercise of Unit Purchase Options, shares | 58,297 | |||||||
Share based compensation | 292 | 292 | 292 | |||||
Share based compensation, shares | 21,045 | |||||||
ESWindows Distribution prior to acquisiiton | (4,320) | (2,263) | (6,583) | (6,583) | ||||
ESWindows Distribution prior to acquisiiton, shares | 734,400 | |||||||
Foreign currency translation | 1,969 | 1,969 | 1,969 | |||||
Net Income | 23,180 | 23,180 | 23,180 | |||||
Balance ending at Dec. 31, 2016 | $ 3 | 114,847 | 1,367 | 26,548 | (29,200) | 113,565 | 113,565 | |
Balance ending, shares at Dec. 31, 2016 | 33,172,144 | |||||||
Stock dividend | 10,212 | (9,785) | 427 | 427 | ||||
Stock dividend, shares | 1,619,812 | |||||||
Exercise of Unit Purchase Options | ||||||||
Exercise of Unit Purchase Options, shares | 8,559 | |||||||
Share based compensation | 258 | 258 | 258 | |||||
Share based compensation, shares | 36,060 | |||||||
Non Controlling Interest GM&P | 1,141 | 1,141 | ||||||
Foreign currency translation | 549 | 549 | 549 | |||||
Net Income | 5,449 | 5,449 | 276 | 5,725 | ||||
Balance ending at Dec. 31, 2017 | $ 3 | 125,317 | 1,367 | 22,212 | (28,651) | 120,248 | 1,417 | 121,665 |
Balance ending, 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 | |||||||
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) | |||||
Adoption of ASC 606 | (187) | (187) | (187) | |||||
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 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 8,486 | $ 5,725 | $ 23,180 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 23,157 | 20,969 | 15,522 |
Provision for bad debts | 369 | 3,128 | 4,686 |
Provision for obsolete inventory | (20) | 80 | 238 |
Other fair value adjustments, net | (155) | (72) | (54) |
(Gain) Loss on disposition of assets | 33 | 17 | (477) |
Change in fair value of earnout share liability | (4,674) | ||
Change in fair value of warrant liability | (776) | ||
Director Stock compensation | 284 | 300 | |
Deferred income taxes | (3,289) | (6,137) | (247) |
Extinguishment of Debt | 2,558 | ||
Amortization of deferred financing costs | 1,468 | 1,204 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Trade accounts receivable | (23,700) | 2,497 | (25,979) |
Inventories | (28,064) | (16,447) | (4,305) |
Prepaid expenses | (1,161) | 22 | 799 |
Other assets | (4,645) | (2,004) | 1,343 |
Unbilled receivables | (10,653) | (7,768) | |
Trade accounts payable | 34,588 | 13,055 | (985) |
Accrued interest expense | 466 | 3,769 | 2,559 |
Taxes payable | (4,315) | (8,542) | (2,299) |
Labor liabilities | 340 | 134 | 439 |
Related parties | (23) | 1,815 | 2,259 |
Contract assets and liabilities | (8,566) | ||
Advances from customers | 2,807 | (6,846) | |
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (5,031) | 14,209 | (3,085) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of property and equipment | (13,117) | (7,027) | (22,906) |
Proceeds from sale of property and equipment | 686 | ||
Acquisition of businesses and intangible assets | (6,000) | (7,873) | |
Proceeds from sale of investments | 1,575 | 571 | 24,486 |
Purchase of investments | (1,184) | (600) | (26,975) |
CASH USED IN INVESTING ACTIVITIES | (18,726) | (14,929) | (24,709) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceed from bond issuance | 201,801 | ||
Repayments of debt and capital leases | (8,860) | (205,330) | (163,126) |
Proceeds from debt | 28,600 | 20,761 | 196,468 |
Proceeds from the exercise of unit purchase options | 404 | ||
Dividends paid | (2,714) | (2,471) | (741) |
Subsidiary distributions prior to acquisition | (2,263) | ||
Proceeds from the exercise of warrants | 800 | ||
CASH PROVIDED BY FINANCING ACTIVITIES | 17,026 | 14,761 | 31,542 |
Effect of exchange rate changes on cash and cash equivalents | (1,152) | (36) | 499 |
NET (DECREASE) INCREASE IN CASH | (7,883) | 14,005 | 4,247 |
CASH - Beginning of year | 40,923 | 26,918 | 22,671 |
CASH - End of year | 33,040 | 40,923 | 26,918 |
Cash paid during the year for: | |||
Interest | 18,223 | 15,774 | 8,696 |
Taxes | 8,399 | 17,834 | 25,825 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | |||
Assets acquired under capital lease, financial obligations or credit | 447 | 1,751 | 19,641 |
Gain in extinguishment of GM&P payment settlement | $ 3,606 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1. General Business Description The Company manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating 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. On March 1, 2017, the Company entered into and consummated a purchase agreement 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 different projects within the U.S, by providing engineering and installation services to those projects. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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”). Prior year financial information has been retroactively adjusted for an acquisition under common control. As the acquisition of ESW LLC was deemed to be a transaction between entities under common control, the assets and liabilities were transferred at the historical cost of ESW LLC, with prior periods retroactively adjusted to include the historical financial results of the acquired company for the period they were controlled by ESW LLC in the Company’s financial statements. The accompanying financial statements and related notes have been retroactively adjusted to include the historical results and financial position of the acquired company prior to the acquisition date during the periods the assets were under common control. All financial information presented for the periods after the ESW LLC acquisition represent the consolidated results of operations, financial position and cash flows of the Company with retroactive adjustments of the results of operations, financial position and cash flows of the acquired company during the periods the assets were under common control. 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 valuation of warrants and other derivative financial instruments. Principles of Consolidation These financial statements consolidate Tecnoglass, its indirect wholly-owned subsidiaries TG, ES and ESW LLC, its direct wholly owned subsidiaries GM&P, Tecno LLC and Tecno RE, and majority owned subsidiary Componenti, 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. 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, 2018, 2017 and 2016, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2018, 2017 and 2016 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 deemed to be uncollectible are written off after 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 9 - Goodwill and Intangible Assets for additional information. Common Stock Purchase Warrants The Company classifies as equity any warrants contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. As of December 20, 2016, the Company no longer has warrants outstanding. 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. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation 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 13 - Fair Value Measurements. 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 43.3% of the Company’s consolidated net sales is generated supply and installation contracts with customers that require 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, 2018. 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 Company evaluated historical information regarding claims for replacements under warranties and concluded that the costs that the Company has incurred in relation to these warranties have not been material. 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, 2018, 2017 and 2016 amounted to approximately $1,526, $1,385 and $1,293, 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 2014 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 options, warrants, and other potential ordinary shares outstanding during the period. See Note 16 - Shareholders’ Equity for further detail on the calculation of earnings per share. Recently Issued Accounting Pronouncements In November 2019, the FASB issued ASU 2018-19 – Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). 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 Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. 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. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB provided entities the option to instead apply the provisions of the new leases guidance at the effective date, without adjusting the comparative periods presented. The Company expects to apply the provisions of the new leases guidance at the effective date, without adjusting the comparative periods presented. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements and expects no material impact to Consolidated Balance Sheet and Consolidated Statement of Operations. |
New Accounting Standards Implem
New Accounting Standards Implemented | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards Implemented | Note 3. New Accounting Standards Implemented In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers As discussed in Note 2, the Company adopted ASC 606 using the modified retrospective transition method. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while prior period comparative information has not been restated and continues to be reported in accordance with ASC 605, Revenue Recognition, Based on the analysis performed of the uninstalled materials at January 1, 2018, the Company recorded, upon adoption of ASC 606, a net decrease to retained earnings of $187, as shown on the table below. The adjustment to retained earnings primarily relates to contracts that had uninstalled material that were not previously included in inventory since the cost-to-cost method was appropriately reflecting the progress of these contracts. The Company made certain presentation changes to its consolidated balance sheet on January 1, 2018 to comply with ASC 606. The components of contracts in process as reported under ASC 605, which included unbilled contract receivables and inventoried contract costs, have been reclassified as contract assets and inventories, respectively, after certain adjustments described below under ASC 606. The remainder of inventoried contract costs, primarily related to inventories not controlled by the Company’s customers, were reclassified to inventories. The Company expenses costs to obtain a contract and costs to fulfill a contract as incurred. Other revenues not related to fixed-type contracts did not result in any changes under ASC 606 and the revenues are still been recognized when control is transferred to the customer based on the sales terms. The table below presents the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet due to the adoption of ASC 606. December 31, 2017 As Reported Under ASC 605 Adjustments Due to ASC 606 January 1, 2018 As Adjusted Under ASC 606 ASSETS Trade accounts receivable, net $ 110,464 $ (30,223 ) $ 80,241 Inventories 71,656 1,975 73,631 Unbilled receivables on uncompleted contracts 9,996 (9,996 ) - Contract assets - 45,468 45,468 Other Assets 275,884 - 275,884 Total Assets $ 468,000 $ 7,224 $ 475,224 LIABILITIES Contract liabilities - current - 18,945 18,945 Current portion of customer advances on uncompleted contracts 11,429 (11,429 ) - Other current liabilities 13,626 (105 ) 13,521 Customer advances on uncompleted contracts - non-current 1,571 (1,571 ) - Contract liabilities - current - 1,571 1,571 Other Liabilities 319,709 - 319,709 Total liabilities $ 346,335 $ 7,411 $ 353,746 SHAREHOLDERS’ EQUITY Retained earnings 22,212 (187 ) 22,025 Total shareholders’ equity $ 121,665 $ (187 ) $ 121,478 The adjustment of trade accounts receivable upon adoption of ASC 606 is related to the reclassification of retainage receivables to contract assets. See breakdown of contract assets further below. The table below presents the impact of the adoption of ASC 606 on the Company’s balance sheet. December 31, 2018 Under ASC 605 Effect of ASC 606 As Reported Under ASC 606 ASSETS Trade accounts receivable $ 117,106 $ (24,315 ) $ 92,791 Inventories 90,716 1,133 91,849 Unbilled receivables on uncompleted contracts 18,556 (18,556 ) - Contract assets - current portion - 46,018 46,018 Other Assets 252,130 - 252,130 Contract assets - Non-current 6,986 - 6,986 Total Assets $ 485,494 $ 4,280 $ 489,774 LIABILITIES Contract liabilities - current - 16,789 16,789 Current portion of customer advances on uncompleted contracts 12,396 (12,396 ) - Other current liabilities 105,806 - 105,806 Customer advances on uncompleted contracts - non-current 1,436 (1,436 ) - Contract liabilities - non-current - 1,436 1,436 Other Liabilities 232,590 (75 ) 232,515 Total liabilities $ 352,228 $ 4,318 $ 356,546 SHAREHOLDERS’ EQUITY Retained earnings 10,477 (38 ) 10,439 Total shareholders’ equity $ 133,266 $ (38 ) $ 133,228 The table below presents the impact of the adoption of ASC 606 on the Company’s statement of operations. Year ended December 31, 2018 Under ASC 605 Effect of ASC 606 As Reported Under ASC 606 Operating Revenues $ 372,230 $ (1,246 ) $ 370,984 Cost of Sales 251,900 (1,133 ) 250,767 Gross Profit 120,330 (113 ) 120,217 Operating Expenses (73,022 ) -73,022 Other Income and Expenses 47,308 (113 ) 47,195 Income Before Tax 14,575 (113 ) 14,462 Income Tax Provision 6,051 (75 ) 5,976 Net Income 8,524 (38 ) 8,486 Net Income Attributable to Parent $ 9,069 $ (38 ) $ 9,031 Basic earnings per share $ 0.23 $ - $ 0.23 Diluted earnings per share $ 0.22 $ - $ 0.22 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, 2018 2017 2016 Supply and installation contracts $ 160,503 $ 148,317 $ 48,725 Product sales 210,481 166,139 256,291 Total Revenues $ 370,984 $ 314,456 $ 305,016 Remaining Performance Obligations As of December 31, 2018, the Company had $251.7 million of remaining performance obligations, which represents the transaction price of firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments and potential orders under basic ordering agreements. The Company expects to recognize 100% of sales relating to existing performance obligations within three years, of which $217.4 million are expected to be recognized during the year ended December 31, 2019, and $34.4 million during the year ended December 31, 2020. 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. 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, 2018 January 1, 2018 Contract assets — current $ 46,018 $ 45,468 Contract assets — non-current 6,986 - Contract liabilities — current (16,789 ) (18,945 ) Contract liabilities — non-current (1,436 ) (1,571 ) Net contract assets $ 34,779 $ 24,952 The components of contract assets are presented in the table below. December 31, 2018 January 1, 2018 Unbilled contract receivables, gross $ 21,703 $ 15,245 Retainage 31,301 30,223 Total contract assets 53,004 45,468 Less: current portion 46,018 45,468 Contract Assets – non-current $ 6,986 $ - The components of contract liabilities are presented in the table below. December 31, 2018 January 1, 2018 Billings in excess of costs $ 4,393 $ 7,516 Advances from customers on uncompleted contracts 13,832 13,000 Total contract liabilties 18,225 20,516 Less: current portion 16,789 18,945 Contract liabilities – non-current $ 1,436 $ 1,571 During the year ended December 31, 2018, the Company recognized $6,381 of sales related to its contract liabilities at January 1, 2018. |
GM&P Acquisition
GM&P Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
GM&P Acquisition | Note 4. 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. See Note 9 – Goodwill and Intangible Assets for additional information. The following unaudited pro forma financial information assumes the acquisition had occurred as of January 1, 2017 which does not include GM&P actual results for the entire period. Pro forma results have been prepared by adjusting our historical results to include the results of GM&P adjusted for the amortization expense related to the intangible assets arising from the acquisition. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results. Pro-Forma Pro-Forma Twelve months Twelve months Ended Ended (in thousands, except per share amounts) December 31, 2017 December 31, 2016 Pro Forma Results Net sales $ 324,523 $ 365,047 Net (loss) income attributable to parent $ 4,719 $ 27,600 Net income per common share: Basic $ 0.14 $ 0.89 Diluted $ 0.13 $ 0.85 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. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Trade Accounts Receivable | Note 5. Trade Accounts Receivable Trade accounts receivable consists of the following: December 31, 2018 2017 Current accounts receivable $ 95,474 $ 82,970 Retainage (1) - 30,223 Trade accounts receivable 95,474 113,193 Less: Allowance for doubtful accounts (2,683 ) (2,729 ) $ 92,791 $ 110,464 (1) Retainage as of December 31, 2018 amount to $31,301 and is presented as contract assets as a result of the adoption of the new accounting standard for revenue recognition, ASC 606, further described in Note 3. New Accounting Standards Implemented. The changes in the allowance for doubtful accounts for the years ended December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Balance at beginning of year $ 2,729 $ 2,083 Provision for bad debts 369 3,128 Deductions and write-offs, net of foreign currency adjustment (415 ) (2,482 ) Balance at end of year $ 2,683 $ 2,729 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories Inventories are comprised of the following December 31, 2018 December 31, 2017 Raw materials $ 43,744 $ 40,509 Work in process 25,957 11,468 Finished goods 14,251 13,236 Stores and spares 7,437 6,134 Packing material 540 438 91,929 71,785 Less: inventory allowances (80 ) (129 ) $ 91,849 $ 71,656 There are no third party liens or pledges on our inventories as of December 31, 2018. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 7. Other Current Assets Other assets consists of the following: December 31, 2018 2017 Advances to Suppliers and Loans $ 1,100 $ 795 Prepaid Income Taxes 16,000 15,573 Employee Receivables 418 455 Other Creditors 1,414 691 $ 18,932 $ 17,514 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment Property, plant and equipment is comprised of the following: December 31, 2018 December 31, 2017 Building $ 53,784 $ 59,237 Machinery and equipment 133,663 134,536 Office equipment and software 6,238 5,936 Vehicles 1,887 1,834 Furniture and fixtures 2,339 2,274 Total property, plant and equipment 197,911 203,817 Accumulated depreciation (77,884 ) (66,083 ) Net book value of property and equipment 120,027 137,734 Land 29,172 30,967 Total property, plant and equipment, net $ 149,199 $ 168,701 Depreciation expense was $18,807, $17,472 and $14,508 for the years ended December 31, 2018, 2017 and 2016, respectively. The roll forward of Property, plant and equipment for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 2017 Property, Plant and Equipment Beginning balance $ 234,784 $ 220,074 Beginning balance Acquisitions GM&P, Componenti - 961 Acquisitions 13,563 8,782 Tax incentive on installation of solar panels (1,531 ) Disposals (72 ) (17 ) Reclassification to investment property - 5,459 Effect of Foreign currency translation (19,662 ) (475 ) Ending Balance $ 227,083 $ 234,784 Accumulated Depreciation Beginning Balance $ (66,083 ) $ (49,277 ) Beginning balance Acquisitions GM&P, Componenti - (277 ) Depreciation Expense (18,807 ) (17,472 ) Disposals 39 - Reclassification to investment property - (585 ) Effect of Foreign Currency Translation 6,967 1,528 Ending balance $ (77,884 ) $ (66,083 ) Property, plant and Equipment, Net $ 149,199 $ 168,701 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, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9. 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: Beginning balance - December 31, 2016 $ 1,330 GM&P Acquisition 21,800 Ending balance – December 31, 2017 $ 23,130 GM&P measurement period adjustment 431 Ending balance – December 31, 2018 $ 23,561 Intangible Assets, Net Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates in the required to market hurricane- resistant glass in Florida. Also, it includes the intangibles related to the acquisition of GM&P. December 31, 2018 Gross Acc. Amort. Net Trade Names $ 980 $ (359 ) $ 621 Notice of Acceptances (NOAs), product designs and other intellectual property 10,881 (5,425 ) 5,456 Non-compete Agreement 165 (60 ) 105 Contract Backlog 3,090 (2,832 ) 258 Customer Relationships 4,140 (1,626 ) 2,514 Total $ 19,256 $ (10,302 ) $ 8,954 December 31, 2017 Gross Acc. Amort. Net Trade Names $ 980 $ (163 ) $ 817 Notice of Acceptances (NOAs), product designs and other intellectual property 10,826 (5,467 ) 5,359 Non-compete Agreement 165 (28 ) 137 Contract Backlog 3,090 (1,287 ) 1,803 Customer Relationships 4,140 (739 ) 3,401 Total $ 19,201 $ (7,684 ) $ 11,517 December 31, 2016 Gross Acc. Amort. Net Notice of Acceptances (NOAs) and product designs 8,524 (3,969 ) 4,555 The weighted average amortization period is 5.2 years. During the twelve months ended December 31, 2018, 2017 and 2016, the amortization expense amounted to $4,350, $3,497 and $825, 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, 2018 is as follows: Year ending (in thousands) 2019 $ 2,545 2020 2,133 2021 2,103 2022 1,225 2023 760 Thereafter 188 $ 8,954 |
Other Long Term Assets
Other Long Term Assets | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Other Long Term Assets | Note 10. Other Long Term Assets Other long term assets are comprised of the following: December 31, 2018 2017 Real estate investments $ 2,271 $ 2,069 Cost method investment 500 500 Other long term assets 82 82 $ 2,853 $ 2,651 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. Debt The Company’s debt is comprised of the following: December 31, 2018 December 31, 2017 Revolving lines of credit $ 19,146 $ 638 Capital lease 380 245 Unsecured senior note 210,000 210,000 Other loans 17,804 20,293 Less: Deferred cost of financing (5,015 ) (6,918 ) Total obligations under borrowing arrangements 242,315 224,258 Less: Current portion of long-term debt and other current borrowings 21,606 3,260 Long-term debt $ 220,709 $ 220,998 As December 31, 2018 and December 31, 2017, the Company had $242,106 and $224,041 of debt denominated in US Dollars with the remaining amounts denominated in Colombian Pesos. The Company’s Other loans amounting to $17,804 have maturities ranging from sixty days to 11 years on a real estate mortgage. Our credit facilities bear interest at rates ranging from 3.9% to 8.2% and weighted average of 7.65%. Short term borrowings outstanding bear a weighted average interest rate of 4.7%. As December 31, 2018 and December 31, 2017, the Company had $208 and $216 of debt denominated in Colombian Pesos with the remaining amounts denominated in U.S. Dollars. On January 23, 2017, the Company issued a U.S. dollar denominated, $210 million offering of 5-year senior unsecured notes at a coupon rate of 8.2% in the international debt capital markets under Rule 144A of the Securities Act to Qualified Institutional Buyers. The Company used approximately $179 million of the proceeds to repay outstanding indebtedness, including Capital leases, and as a result will achieve a lower cost of debt and strengthen its capital structure given the non-amortizing structure of the new bond. Of these repayments, $59,444 were used to refinance short term debt into long term debt. The senior note does not have negative covenants with an acceleration clause, however requires the Company to meet certain performance indicators in order to take on more debt. The Company had $5,037 and $4,758 of property, plant and equipment pledged as collateral for various lines of credit as of December 31, 2018 and December 31, 2017, respectively. Maturities of long term debt and other current borrowings are as follows as of December 31, 2018: Year Ending December 31, 2019 $ 21,606 2020 2,447 2021 2,411 2022 212,412 2023 2,380 Thereafter 6,074 Total $ 247,330 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. 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 $4,250 and $638 available and outstanding in several lines of credit under a revolving note arrangement as of December 31, 2017. As of December 31, 2018, the Company was obligated under various capital leases under which the aggregate present value of the minimum lease payments amounted to $380. Differences between capital lease obligations and the value of property, plant and equipment under capital lease arises from differences between the maturities of capital lease obligations and the useful lives of the underlying assets. Interest expense for the year ended December 31, 2018, 2017 and 2016 was $21,187, $19,872 and $16,814, respectively. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized interests in the amounts of $0, $10 and $377, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company files income tax returns for TG and ES in the Republic of Colombia. On December 28, 2016, the Colombian congress enacted a structural tax reform that took effect on January 1, 2017 which reduces corporate income tax from 42% to 40% for fiscal year 2017, 37% in 2018 and 33% in 2019 and thereafter. As a result of the Colombian tax reform from December 28, 2016, the Company’s net deferred tax liability decreased $586 as of December 31, 2016. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The estimated combined state and federal income tax rate ranges between 34% and 39.5%. Tecnoglass Inc. as well as all the other subsidiaries in the Cayman Islands and Panama do not currently have any tax obligations. On December 20, 2017, the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law. We analyzed the impact of the 2017 Act on our accounting for income taxes, including the remeasurement of our deferred tax assets and liabilities, and expect to see a reduction in U.S. tax expense as the new reform reduces the federal corporate tax rate from 35% to 21%. The components of income tax expense (benefit) are as follows: December 31, 2018 2017 2016 Current income tax United States $ 639 $ 4,558 $ - Colombia 8,626 7,372 16,318 9,265 11,930 16,318 Deferred income Tax United States 391 (2,328 ) - Colombia (3,680 ) (3,809 ) (247 ) (3,289 ) (6,137 ) (247 ) Total Provision for Income Tax $ 5,976 $ 5,793 $ 16,071 A reconciliation of the statutory tax rate in Colombia to the Company’s effective tax rate is as follows: December 31, 2018 2017 2016 Income tax expense at statutory rates 31.3 % 37.0 % 40.00 % Non-deductible expenses 13.0 % 18.6 % 1.20 % Non-taxable income -3.0 % -20.4 % -0.30 % Effective tax rate 41.3 % 35.3 % 40.9 % The Company’s effective tax rate of 35.3% for the year ended December 2017 reflects $4,628 of non-taxable income, including 7.7% related to certain intercompany gains of foreign exempt subsidiaries of $1,740 and 5.5% an unrecognized tax benefit related to GM&P’s uncertain tax position of $1,255, further described below, as well as $4,230 of non-deductible expenses including withholding taxes on debt payments, and other non-deductible expenses. Comparably, the Company had nontaxable gains of $776 and $4,674 related to the change in the fair value of warrant liability and earnout share liability during the year ended December 31, 2016. There were no other individual items that contributed 5 percentage points or more in the reconciliation of the Company’s effective tax rate and the statutory rate during the years ended December 31, 2016 and 2015. The Company has the following deferred tax assets and liabilities: December 31, 2018 2017 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ (1,119 ) $ - Property, plant and equipment adjustments 427 483 Tax benefit on installation of renewable energy project 448 - Operating loss carryforward 1,581 - Financial Liabilities 30 - Deferred profit on other assets 99 108 Foreign currency transactions 6,560 1,552 Provision Inventory obsolescence 24 35 Total deferred tax assets $ 8,050 $ 2,178 Deferred tax liabilities: Inventory - not delivered FOB $ - $ (1,134) Investments (118 ) - Property, plant and equipment adjustment (130 ) - Unbilled receivables uncompleted contracts (3,293 ) (726) Depreciation and Amortization (2,445 ) (2,532) Total deferred tax liabilities $ (5,986 ) $ (2,124) Net deferred tax $ 2,064 $ (2,214) Net deferred tax is presented on the balance sheet as follows: December 31, 2018 2017 Long term deferred income tax asset $ 4,770 $ 103 Less: long term deferred income tax liability $ 2,706 $ 2,317 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13. 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, 2018, 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 2018 2017 Fair Value 234,163 240,057 Carrying Value 220,709 220,998 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 14. 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, 2018 December 31, 2017 Assets Current Assets Due from VS $ 6,229 $ 6,240 Due from other related parties 2,010 2,260 $ 8,239 $ 8,500 Liabilities Due to related parties - Current $ 1,500 $ 975 Due to related parties – Long Term 600 - December 31, 2018 December 31, 2017 December 31, 2016 Revenues $ 5,338 $ 5,081 $ 9,742 Interest Income - - 235 Expenses Paid to other related parties 6,925 4,254 2,395 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, 2018 2017 2016 Charitable contributions 1,263 2,787 1,340 Sales commissions 1,419 691 392 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Commitments As of December 31, 2018, the Company has an outstanding obligation to purchase an aggregate of at least $31,264 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 21. Subsequent Events, 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, 2018, 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, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Note 16. 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, 2018, 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, 2018, a total of 38,092,996 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, 2018, 2017 and 2016: December 31, 2018 2017 2016 Numerator for basic and diluted earnings per shares Net Income (Loss) $ 8,486 $ 5,725 $ 23,180 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 37,511,851 36,836,075 32,864,628 Effect of dilutive securities and stock dividend 550,784 550,784 550,784 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 38,062,635 37,386,858 33,415,412 Basic earnings per ordinary share $ 0.23 $ 0.16 $ 0.71 Diluted earnings per ordinary share $ 0.22 $ 0.15 $ 0.69 As per ASC 260 – Earnings Per Share The effect of dilutive securities includes 550,784 shares as of December 31, 2018, for shares potentially issued in relation to the dividend declared. 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, 2018, 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. We intend to continue to pay dividends on our ordinary shares, subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant. Our bond indenture currently restricts the type of dividend we can make while the bonds are outstanding. See “Description of Indebtedness” below for further information. 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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 17. 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 Company analyzed the Company’s segmentation after the acquisition of GM&P and concluded that the operations of GM&P fall within our single operating segment, Architectural Glass and Windows. The CODM reviews financial information of the Company on a consolidated basis including GM&P on a comparative basis including an analysis with the consolidated budget and forecast. This acquisition has not changed the products and services offered in prior years and as such the company believes that there is no need of an additional segment due to the aforementioned above. Furthermore, a large part of the strategy behind the acquisition of GM&P was to use this entity as a platform to sell the Company´s products into the U.S, serving our clients by providing a full “end to end” portfolio of products and services integrated into one. 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, 2018 2017 2016 Colombia $ 62,445 $ 63,539 $ 98,758 United States 296,534 238,529 189,985 Panama 4,248 4,259 9,444 Other 7,757 8,129 6,829 Total Revenues $ 370,984 $ 314,456 $ 305,016 The following table presents revenues from external customer by product groups. December 31, 2018 2017 2016 Glass and framing components $ 104,032 $ 67,311 $ 89,850 Windows and architectural systems 266,952 247,144 215,166 Total Revenues $ 370,984 $ 314,456 $ 305,016 During the year ended December 31, 2018 and 2017, no single customer accounted for more than 10% of our revenues. Only GM&P before being acquired by the Company in 2017 accounted for more than 10% or more of our net sales, amounting to $80.0 million, or 26% of total sales during the years ended December 31, 2016. The Company’s long-lived assets are distributed geographically as follows: December 31, 2018 2017 2016 Colombia $ 146,544 $ 166,380 $ 172,478 United States 38,075 39,037 5,631 Total long lived assets $ 184,619 $ 205,417 $ 178,109 |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Operating Expenses | Note 18. Operating Expenses Selling expenses for the years ended December 31, 2018, 2017 and 2016 were comprised of the following: December 31, 2018 2017 2016 Shipping and Handling $ 18,583 $ 13,068 $ 15,568 Personnel 6,707 6,219 5,679 Sales commissions 5,382 4,527 4,346 Services 2,502 2,024 1,723 Packaging 1,283 1,306 950 Accounts Receivable provision 369 3,128 4686 Other Selling Expenses 4,564 3,512 4,001 Total Selling Expense $ 39,390 $ 33,784 $ 36,953 General and administrative expenses for the years ended December 31, 2018, 2017 and 2016 were comprised of the following: December 31, 2018 2017 2016 Personnel $ 12,281 $ 10,631 $ 7,938 Professional fees 4,705 4,207 5,395 Taxes 845 895 1,302 Services 2,918 2,850 2,302 Depreciation and Amortization 4,887 4,404 1,788 Bank charges and tax on financial transactions 1,075 1,647 2,881 Insurance 1,601 1,487 893 Rent expense 854 552 209 Charitable contributions 1,385 1,537 1,504 Other expenses 3,081 2,824 4,736 Total General and administrative expenses $ 33,632 $ 31,034 $ 27,846 |
Non-Operating Income and Expens
Non-Operating Income and Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income and Expenses | Note 19. Non-Operating Income and Expenses Non-operating income and expenses, net on our consolidated statement of operations amounted to $2,915, $3,190 and $4,155 for the years ended December 31, 2018, 2017 and 2016, respectively. These amounts are primarily comprised of income from interests on receivables and short-term investments, rent income and recoveries on scrap materials. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Note 20. Selected Quarterly Financial Data (unaudited) The following tables contain (unaudited) quarterly financial statement information for the years ended December 31, 2018 and 2017. 2018 Quarters Ended March 31, June 30, September 30, December 31, Operating revenue $ 87,160 $ 88,969 $ 96,992 $ 97,863 Gross profit 26,748 24,642 34,693 34,134 Net income (loss) 10,619 (3,870 ) 5,152 (4,415 ) Net income (loss) attributable to parent 10,691 (3,658 ) 6,297 (22,361 ) Basic income (loss) per share* 0.29 (0.10 ) 0.13 (0.12 ) Diluted income (loss) per share* $ 0.28 $ (0.10 ) $ 0.13 $ (0.12 ) 2017 Quarters Ended March 31, June 30, September 30, December 31, Operating revenue $ 65,817 $ 80,976 $ 83,384 $ 84,279 Gross profit 22,252 22,544 27,184 27,202 Net income (loss) 1,031 (3,500 ) 7,025 1,169 Net income (loss) attributable to parent 1,019 (3,560 ) 6,924 1,066 Basic income (loss) per share* 0.03 (0.10 ) 0.19 0.03 Diluted income (loss) per share* $ 0.03 $ (0.10 ) $ 0.19 $ 0.03 *Per share amounts have been retroactively adjusted to include the dilutive effect of shares issued in relation to a share dividend payment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events On January 9, 2019, we declared a regular quarterly dividend of $0.14 per share for the fourth quarter of 2018. The dividend will be payable on February 28, 2019 to shareholders of record as of the close of business on January 31, 2019. The dividend will be paid in cash or ordinary shares, to be chosen at the option of holders of ordinary shares during an election period beginning February 1, 2019 and lasting until 5:00 P.M. Eastern Time on February 15, 2019. The value of the ordinary shares to be used to calculate the number of shares to be issued with respect to that portion of the dividend payable in ordinary shares shall be the average of the closing price of the Company’s ordinary shares on NASDAQ during the period from February 1, 2019 through February 15, 2019. If no choice is made during this election period, the dividend for this election period will be paid in ordinary shares of the Company. 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 will acquire an approximate 25% minority ownership interest in Vidrio Andino Holdings S.A.S, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in this entity is $34.1 million in cash and land worth $10.9 million near our facility in Barranquilla, which will be contributed on our behalf by our Chief Executive Officer and Chief Operating Officer, José M. Daes and Christian T. Daes with a third party valuation to be conducted. Vidrio Andino’s float glass plant located in the outskirts of Bogota, Colombia, had been one of our main suppliers of raw glass. We beleive 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. Additionally, the joint venture agreement includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our primary manufacturing facility, in which we will also have a 25% interest. The new plant will be funded with proceeds the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million to be paid between 2020 and 2021. Under the joint venture agreement, Saint Gobain will retain a majority ownership position and will have control over the operations of both plants and as such, the transaction will be accounted for under the equity method. The acquisition will be consummated on or before May 2019, once the original cash and land contributions have been completed and the shares of Vidrio Andino have been contributed. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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”). Prior year financial information has been retroactively adjusted for an acquisition under common control. As the acquisition of ESW LLC was deemed to be a transaction between entities under common control, the assets and liabilities were transferred at the historical cost of ESW LLC, with prior periods retroactively adjusted to include the historical financial results of the acquired company for the period they were controlled by ESW LLC in the Company’s financial statements. The accompanying financial statements and related notes have been retroactively adjusted to include the historical results and financial position of the acquired company prior to the acquisition date during the periods the assets were under common control. All financial information presented for the periods after the ESW LLC acquisition represent the consolidated results of operations, financial position and cash flows of the Company with retroactive adjustments of the results of operations, financial position and cash flows of the acquired company during the periods the assets were under common control. 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 valuation of warrants and other derivative financial instruments. |
Principles of Consolidation | Principles of Consolidation These financial statements consolidate Tecnoglass, its indirect wholly-owned subsidiaries TG, ES and ESW LLC, its direct wholly owned subsidiaries GM&P, Tecno LLC and Tecno RE, and majority owned subsidiary Componenti, 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. |
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, 2018, 2017 and 2016, cash and cash equivalents were primarily comprised of deposits held in operating accounts in Colombia, Panama and United States. As of December 31, 2018, 2017 and 2016 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 deemed to be uncollectible are written off after 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 9 - Goodwill and Intangible Assets for additional information. |
Common Stock Purchase Warrants | Common Stock Purchase Warrants The Company classifies as equity any warrants contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. As of December 20, 2016, the Company no longer has warrants outstanding. |
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. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation |
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 13 - Fair Value Measurements. |
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 43.3% of the Company’s consolidated net sales is generated supply and installation contracts with customers that require 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, 2018. |
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 Company evaluated historical information regarding claims for replacements under warranties and concluded that the costs that the Company has incurred in relation to these warranties have not been material. |
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, 2018, 2017 and 2016 amounted to approximately $1,526, $1,385 and $1,293, 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 2014 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 options, warrants, and other potential ordinary shares outstanding during the period. See Note 16 - Shareholders’ Equity for further detail on the calculation of earnings per share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2019, the FASB issued ASU 2018-19 – Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”). 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 Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. 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. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB provided entities the option to instead apply the provisions of the new leases guidance at the effective date, without adjusting the comparative periods presented. The Company expects to apply the provisions of the new leases guidance at the effective date, without adjusting the comparative periods presented. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements and expects no material impact to Consolidated Balance Sheet and Consolidated Statement of Operations. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
New Accounting Standards Impl_2
New Accounting Standards Implemented (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Condensed Balance Sheet | The table below presents the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet due to the adoption of ASC 606. December 31, 2017 As Reported Under ASC 605 Adjustments Due to ASC 606 January 1, 2018 As Adjusted Under ASC 606 ASSETS Trade accounts receivable, net $ 110,464 $ (30,223 ) $ 80,241 Inventories 71,656 1,975 73,631 Unbilled receivables on uncompleted contracts 9,996 (9,996 ) - Contract assets - 45,468 45,468 Other Assets 275,884 - 275,884 Total Assets $ 468,000 $ 7,224 $ 475,224 LIABILITIES Contract liabilities - current - 18,945 18,945 Current portion of customer advances on uncompleted contracts 11,429 (11,429 ) - Other current liabilities 13,626 (105 ) 13,521 Customer advances on uncompleted contracts - non-current 1,571 (1,571 ) - Contract liabilities - current - 1,571 1,571 Other Liabilities 319,709 - 319,709 Total liabilities $ 346,335 $ 7,411 $ 353,746 SHAREHOLDERS’ EQUITY Retained earnings 22,212 (187 ) 22,025 Total shareholders’ equity $ 121,665 $ (187 ) $ 121,478 The adjustment of trade accounts receivable upon adoption of ASC 606 is related to the reclassification of retainage receivables to contract assets. See breakdown of contract assets further below. The table below presents the impact of the adoption of ASC 606 on the Company’s balance sheet. December 31, 2018 Under ASC 605 Effect of ASC 606 As Reported Under ASC 606 ASSETS Trade accounts receivable $ 117,106 $ (24,315 ) $ 92,791 Inventories 90,716 1,133 91,849 Unbilled receivables on uncompleted contracts 18,556 (18,556 ) - Contract assets - current portion - 46,018 46,018 Other Assets 252,130 - 252,130 Contract assets - Non-current 6,986 - 6,986 Total Assets $ 485,494 $ 4,280 $ 489,774 LIABILITIES Contract liabilities - current - 16,789 16,789 Current portion of customer advances on uncompleted contracts 12,396 (12,396 ) - Other current liabilities 105,806 - 105,806 Customer advances on uncompleted contracts - non-current 1,436 (1,436 ) - Contract liabilities - non-current - 1,436 1,436 Other Liabilities 232,590 (75 ) 232,515 Total liabilities $ 352,228 $ 4,318 $ 356,546 SHAREHOLDERS’ EQUITY Retained earnings 10,477 (38 ) 10,439 Total shareholders’ equity $ 133,266 $ (38 ) $ 133,228 |
Schedule of Statement of Operations | The table below presents the impact of the adoption of ASC 606 on the Company’s statement of operations. Year ended December 31, 2018 Under ASC 605 Effect of ASC 606 As Reported Under ASC 606 Operating Revenues $ 372,230 $ (1,246 ) $ 370,984 Cost of Sales 251,900 (1,133 ) 250,767 Gross Profit 120,330 (113 ) 120,217 Operating Expenses (73,022 ) -73,022 Other Income and Expenses 47,308 (113 ) 47,195 Income Before Tax 14,575 (113 ) 14,462 Income Tax Provision 6,051 (75 ) 5,976 Net Income 8,524 (38 ) 8,486 Net Income Attributable to Parent $ 9,069 $ (38 ) $ 9,031 Basic earnings per share $ 0.23 $ - $ 0.23 Diluted earnings per share $ 0.22 $ - $ 0.22 |
Schedule of Disaggregation by Revenue | Year ended December 31, 2018 2017 2016 Supply and installation contracts $ 160,503 $ 148,317 $ 48,725 Product sales 210,481 166,139 256,291 Total Revenues $ 370,984 $ 314,456 $ 305,016 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). December 31, 2018 January 1, 2018 Contract assets — current $ 46,018 $ 45,468 Contract assets — non-current 6,986 - Contract liabilities — current (16,789 ) (18,945 ) Contract liabilities — non-current (1,436 ) (1,571 ) Net contract assets $ 34,779 $ 24,952 |
Contract Liabilities [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract liabilities are presented in the table below. December 31, 2018 January 1, 2018 Billings in excess of costs $ 4,393 $ 7,516 Advances from customers on uncompleted contracts 13,832 13,000 Total contract liabilties 18,225 20,516 Less: current portion 16,789 18,945 Contract liabilities – non-current $ 1,436 $ 1,571 |
Contract Assets [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract assets are presented in the table below. December 31, 2018 January 1, 2018 Unbilled contract receivables, gross $ 21,703 $ 15,245 Retainage 31,301 30,223 Total contract assets 53,004 45,468 Less: current portion 46,018 45,468 Contract Assets – non-current $ 6,986 $ - |
GM&P Acquisition (Tables)
GM&P Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [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 |
Schedule of Pro Forma Results of Operations | Pro-Forma Pro-Forma Twelve months Twelve months Ended Ended (in thousands, except per share amounts) December 31, 2017 December 31, 2016 Pro Forma Results Net sales $ 324,523 $ 365,047 Net (loss) income attributable to parent $ 4,719 $ 27,600 Net income per common share: Basic $ 0.14 $ 0.89 Diluted $ 0.13 $ 0.85 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Trade Accounts Receivable | Trade accounts receivable consists of the following: December 31, 2018 2017 Current accounts receivable $ 95,474 $ 82,970 Retainage (1) - 30,223 Trade accounts receivable 95,474 113,193 Less: Allowance for doubtful accounts (2,683 ) (2,729 ) $ 92,791 $ 110,464 (1) Retainage as of December 31, 2018 amount to $31,301 and is presented as contract assets as a result of the adoption of the new accounting standard for revenue recognition, ASC 606, further described in Note 3. New Accounting Standards Implemented. |
Schedule of Changes in Allowance for Doubtful Accounts Receivable | The changes in the allowance for doubtful accounts for the years ended December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Balance at beginning of year $ 2,729 $ 2,083 Provision for bad debts 369 3,128 Deductions and write-offs, net of foreign currency adjustment (415 ) (2,482 ) Balance at end of year $ 2,683 $ 2,729 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following December 31, 2018 December 31, 2017 Raw materials $ 43,744 $ 40,509 Work in process 25,957 11,468 Finished goods 14,251 13,236 Stores and spares 7,437 6,134 Packing material 540 438 91,929 71,785 Less: inventory allowances (80 ) (129 ) $ 91,849 $ 71,656 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other assets consists of the following: December 31, 2018 2017 Advances to Suppliers and Loans $ 1,100 $ 795 Prepaid Income Taxes 16,000 15,573 Employee Receivables 418 455 Other Creditors 1,414 691 $ 18,932 $ 17,514 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment is comprised of the following: December 31, 2018 December 31, 2017 Building $ 53,784 $ 59,237 Machinery and equipment 133,663 134,536 Office equipment and software 6,238 5,936 Vehicles 1,887 1,834 Furniture and fixtures 2,339 2,274 Total property, plant and equipment 197,911 203,817 Accumulated depreciation (77,884 ) (66,083 ) Net book value of property and equipment 120,027 137,734 Land 29,172 30,967 Total property, plant and equipment, net $ 149,199 $ 168,701 |
Schedule of Roll Forward of Property Plant and Equipment | The roll forward of Property, plant and equipment for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 2017 Property, Plant and Equipment Beginning balance $ 234,784 $ 220,074 Beginning balance Acquisitions GM&P, Componenti - 961 Acquisitions 13,563 8,782 Tax incentive on installation of solar panels (1,531 ) Disposals (72 ) (17 ) Reclassification to investment property - 5,459 Effect of Foreign currency translation (19,662 ) (475 ) Ending Balance $ 227,083 $ 234,784 Accumulated Depreciation Beginning Balance $ (66,083 ) $ (49,277 ) Beginning balance Acquisitions GM&P, Componenti - (277 ) Depreciation Expense (18,807 ) (17,472 ) Disposals 39 - Reclassification to investment property - (585 ) Effect of Foreign Currency Translation 6,967 1,528 Ending balance $ (77,884 ) $ (66,083 ) Property, plant and Equipment, Net $ 149,199 $ 168,701 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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: Beginning balance - December 31, 2016 $ 1,330 GM&P Acquisition 21,800 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 | December 31, 2018 Gross Acc. Amort. Net Trade Names $ 980 $ (359 ) $ 621 Notice of Acceptances (NOAs), product designs and other intellectual property 10,881 (5,425 ) 5,456 Non-compete Agreement 165 (60 ) 105 Contract Backlog 3,090 (2,832 ) 258 Customer Relationships 4,140 (1,626 ) 2,514 Total $ 19,256 $ (10,302 ) $ 8,954 December 31, 2017 Gross Acc. Amort. Net Trade Names $ 980 $ (163 ) $ 817 Notice of Acceptances (NOAs), product designs and other intellectual property 10,826 (5,467 ) 5,359 Non-compete Agreement 165 (28 ) 137 Contract Backlog 3,090 (1,287 ) 1,803 Customer Relationships 4,140 (739 ) 3,401 Total $ 19,201 $ (7,684 ) $ 11,517 December 31, 2016 Gross Acc. Amort. Net Notice of Acceptances (NOAs) and product designs 8,524 (3,969 ) 4,555 |
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, 2018 is as follows: Year ending (in thousands) 2019 $ 2,545 2020 2,133 2021 2,103 2022 1,225 2023 760 Thereafter 188 $ 8,954 |
Other Long Term Assets (Tables)
Other Long Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Other Long Term Assets | Other long term assets are comprised of the following: December 31, 2018 2017 Real estate investments $ 2,271 $ 2,069 Cost method investment 500 500 Other long term assets 82 82 $ 2,853 $ 2,651 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt is comprised of the following: December 31, 2018 December 31, 2017 Revolving lines of credit $ 19,146 $ 638 Capital lease 380 245 Unsecured senior note 210,000 210,000 Other loans 17,804 20,293 Less: Deferred cost of financing (5,015 ) (6,918 ) Total obligations under borrowing arrangements 242,315 224,258 Less: Current portion of long-term debt and other current borrowings 21,606 3,260 Long-term debt $ 220,709 $ 220,998 |
Schedule of Maturities of Long Term Debt | Maturities of long term debt and other current borrowings are as follows as of December 31, 2018: Year Ending December 31, 2019 $ 21,606 2020 2,447 2021 2,411 2022 212,412 2023 2,380 Thereafter 6,074 Total $ 247,330 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: December 31, 2018 2017 2016 Current income tax United States $ 639 $ 4,558 $ - Colombia 8,626 7,372 16,318 9,265 11,930 16,318 Deferred income Tax United States 391 (2,328 ) - Colombia (3,680 ) (3,809 ) (247 ) (3,289 ) (6,137 ) (247 ) Total Provision for Income Tax $ 5,976 $ 5,793 $ 16,071 |
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: December 31, 2018 2017 2016 Income tax expense at statutory rates 31.3 % 37.0 % 40.00 % Non-deductible expenses 13.0 % 18.6 % 1.20 % Non-taxable income -3.0 % -20.4 % -0.30 % Effective tax rate 41.3 % 35.3 % 40.9 % |
Schedule of Deferred Tax Assets and Liabilities | The Company has the following deferred tax assets and liabilities: December 31, 2018 2017 Deferred tax assets: Accounts Receivable Clients - not delivered FOB $ (1,119 ) $ - Property, plant and equipment adjustments 427 483 Tax benefit on installation of renewable energy project 448 - Operating loss carryforward 1,581 - Financial Liabilities 30 - Deferred profit on other assets 99 108 Foreign currency transactions 6,560 1,552 Provision Inventory obsolescence 24 35 Total deferred tax assets $ 8,050 $ 2,178 Deferred tax liabilities: Inventory - not delivered FOB $ - $ (1,134) Investments (118 ) - Property, plant and equipment adjustment (130 ) - Unbilled receivables uncompleted contracts (3,293 ) (726) Depreciation and Amortization (2,445 ) (2,532) Total deferred tax liabilities $ (5,986 ) $ (2,124) Net deferred tax $ 2,064 $ (2,214) |
Schedule of Net Deferred Tax Liability | Net deferred tax is presented on the balance sheet as follows: December 31, 2018 2017 Long term deferred income tax asset $ 4,770 $ 103 Less: long term deferred income tax liability $ 2,706 $ 2,317 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Carrying Amounts of Long Term Debt | The following table summarizes the fair value and carrying amounts of our long-term debt: December 31 2018 2017 Fair Value 234,163 240,057 Carrying Value 220,709 220,998 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 December 31, 2017 Assets Current Assets Due from VS $ 6,229 $ 6,240 Due from other related parties 2,010 2,260 $ 8,239 $ 8,500 Liabilities Due to related parties - Current $ 1,500 $ 975 Due to related parties – Long Term 600 - December 31, 2018 December 31, 2017 December 31, 2016 Revenues $ 5,338 $ 5,081 $ 9,742 Interest Income - - 235 Expenses Paid to other related parties 6,925 4,254 2,395 |
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, 2018 2017 2016 Charitable contributions 1,263 2,787 1,340 Sales commissions 1,419 691 392 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, 2017 and 2016: December 31, 2018 2017 2016 Numerator for basic and diluted earnings per shares Net Income (Loss) $ 8,486 $ 5,725 $ 23,180 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 37,511,851 36,836,075 32,864,628 Effect of dilutive securities and stock dividend 550,784 550,784 550,784 Denominator for diluted earnings per ordinary share - weighted average shares outstanding 38,062,635 37,386,858 33,415,412 Basic earnings per ordinary share $ 0.23 $ 0.16 $ 0.71 Diluted earnings per ordinary share $ 0.22 $ 0.15 $ 0.69 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Colombia $ 62,445 $ 63,539 $ 98,758 United States 296,534 238,529 189,985 Panama 4,248 4,259 9,444 Other 7,757 8,129 6,829 Total Revenues $ 370,984 $ 314,456 $ 305,016 The following table presents revenues from external customer by product groups. December 31, 2018 2017 2016 Glass and framing components $ 104,032 $ 67,311 $ 89,850 Windows and architectural systems 266,952 247,144 215,166 Total Revenues $ 370,984 $ 314,456 $ 305,016 |
Schedule of Long-lived Assets | The Company’s long-lived assets are distributed geographically as follows: December 31, 2018 2017 2016 Colombia $ 146,544 $ 166,380 $ 172,478 United States 38,075 39,037 5,631 Total long lived assets $ 184,619 $ 205,417 $ 178,109 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Selling expenses for the years ended December 31, 2018, 2017 and 2016 were comprised of the following: December 31, 2018 2017 2016 Shipping and Handling $ 18,583 $ 13,068 $ 15,568 Personnel 6,707 6,219 5,679 Sales commissions 5,382 4,527 4,346 Services 2,502 2,024 1,723 Packaging 1,283 1,306 950 Accounts Receivable provision 369 3,128 4686 Other Selling Expenses 4,564 3,512 4,001 Total Selling Expense $ 39,390 $ 33,784 $ 36,953 General and administrative expenses for the years ended December 31, 2018, 2017 and 2016 were comprised of the following: December 31, 2018 2017 2016 Personnel $ 12,281 $ 10,631 $ 7,938 Professional fees 4,705 4,207 5,395 Taxes 845 895 1,302 Services 2,918 2,850 2,302 Depreciation and Amortization 4,887 4,404 1,788 Bank charges and tax on financial transactions 1,075 1,647 2,881 Insurance 1,601 1,487 893 Rent expense 854 552 209 Charitable contributions 1,385 1,537 1,504 Other expenses 3,081 2,824 4,736 Total General and administrative expenses $ 33,632 $ 31,034 $ 27,846 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Financial Statement | The following tables contain (unaudited) quarterly financial statement information for the years ended December 31, 2018 and 2017. 2018 Quarters Ended March 31, June 30, September 30, December 31, Operating revenue $ 87,160 $ 88,969 $ 96,992 $ 97,863 Gross profit 26,748 24,642 34,693 34,134 Net income (loss) 10,619 (3,870 ) 5,152 (4,415 ) Net income (loss) attributable to parent 10,691 (3,658 ) 6,297 (22,361 ) Basic income (loss) per share* 0.29 (0.10 ) 0.13 (0.12 ) Diluted income (loss) per share* $ 0.28 $ (0.10 ) $ 0.13 $ (0.12 ) 2017 Quarters Ended March 31, June 30, September 30, December 31, Operating revenue $ 65,817 $ 80,976 $ 83,384 $ 84,279 Gross profit 22,252 22,544 27,184 27,202 Net income (loss) 1,031 (3,500 ) 7,025 1,169 Net income (loss) attributable to parent 1,019 (3,560 ) 6,924 1,066 Basic income (loss) per share* 0.03 (0.10 ) 0.19 0.03 Diluted income (loss) per share* $ 0.03 $ (0.10 ) $ 0.19 $ 0.03 *Per share amounts have been retroactively adjusted to include the dilutive effect of shares issued in relation to a share dividend payment. |
General (Details Narrative)
General (Details Narrative) | Mar. 01, 2017 |
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | |
Business combination, step acquisition, equity interest in acquire, percentage | 100.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | |||||
Restricted cash | |||||
Percentage of retainage on customers | 10.00% | ||||
Director Stock compensation | 284 | 300 | |||
Percentage revenue | 43.30% | ||||
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. | ||||
Advertising costs | $ 1,526 | $ 1,385 | $ 1,293 | ||
Non-Employee Director [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Stock granted, value, share-based compensation | $ 50 | ||||
Members of Audit Committee [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Additional payment on stock granted, value, share-based compensation | $ 8 | ||||
Chair of Audit Committee [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Additional payment on stock granted, value, share-based compensation | $ 18 |
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, 2018 | |
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_3
New Accounting Standards Implemented (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | |
Retained earnings | $ 10,439 | $ 22,212 | |
Remaining performance obligation | $ 251,700 | ||
Performance obligation, percentage | 100.00% | ||
Performance obligation expected to be satisfied in the first year | $ 217,400 | ||
Performance obligation expected to be satisfied in the second year | 34,400 | ||
Sales related to contract liabilities | $ 6,381 | ||
Adjustments Due to ASC 606 [Member] | |||
Retained earnings | $ 187 | $ (187) |
New Accounting Standards Impl_4
New Accounting Standards Implemented - Schedule of Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Trade accounts receivable | $ 92,791 | $ 110,464 | |||
Inventories | 91,849 | 71,656 | |||
Unbilled receivables on uncompleted contracts | 9,996 | ||||
Contract assets - current portion | 46,018 | $ 45,468 | |||
Other Assets | 275,884 | ||||
Contract assets - Non-current | 6,986 | ||||
Total Assets | 489,774 | 468,000 | |||
Contract liabilities - current | 16,789 | 18,945 | |||
Current portion of customer advances on uncompleted contracts | 11,429 | ||||
Other current liabilities | 1,733 | 1,550 | |||
Customer advances on uncompleted contracts - non-current | 1,571 | ||||
Contract liabilities - non-current | 1,436 | 1,571 | |||
Other Liabilities | 319,709 | ||||
Total liabilities | 356,546 | 346,335 | |||
Retained earnings | 10,439 | 22,212 | |||
Total shareholders' equity | 133,228 | 121,665 | $ 113,565 | $ 37,813 | |
Adjustments Due to ASC 606 [Member] | |||||
Trade accounts receivable | (30,223) | ||||
Inventories | 1,975 | ||||
Unbilled receivables on uncompleted contracts | (9,996) | ||||
Contract assets - current portion | 45,468 | ||||
Other Assets | |||||
Total Assets | 7,224 | ||||
Contract liabilities - current | 18,945 | ||||
Current portion of customer advances on uncompleted contracts | (11,429) | ||||
Other current liabilities | (105) | ||||
Customer advances on uncompleted contracts - non-current | (1,571) | ||||
Contract liabilities - non-current | 1,571 | ||||
Other Liabilities | |||||
Total liabilities | 7,411 | ||||
Retained earnings | $ 187 | (187) | |||
Total shareholders' equity | (187) | ||||
As Adjusted Under ASC 606 [Member] | |||||
Trade accounts receivable | 80,241 | ||||
Inventories | 73,631 | ||||
Unbilled receivables on uncompleted contracts | |||||
Contract assets - current portion | 45,468 | ||||
Other Assets | 275,884 | ||||
Total Assets | 475,224 | ||||
Contract liabilities - current | 18,945 | ||||
Current portion of customer advances on uncompleted contracts | |||||
Other current liabilities | 13,521 | ||||
Customer advances on uncompleted contracts - non-current | |||||
Contract liabilities - non-current | 1,571 | ||||
Other Liabilities | 319,709 | ||||
Total liabilities | 353,746 | ||||
Retained earnings | 22,025 | ||||
Total shareholders' equity | $ 121,478 | ||||
Under ASC 605 [Member] | |||||
Trade accounts receivable | 117,106 | ||||
Inventories | 90,716 | ||||
Unbilled receivables on uncompleted contracts | 18,556 | ||||
Contract assets - current portion | |||||
Other Assets | 252,130 | ||||
Contract assets - Non-current | 6,986 | ||||
Total Assets | 485,494 | ||||
Contract liabilities - current | |||||
Current portion of customer advances on uncompleted contracts | 12,396 | ||||
Other current liabilities | 105,806 | ||||
Customer advances on uncompleted contracts - non-current | 1,436 | ||||
Contract liabilities - non-current | |||||
Other Liabilities | 232,590 | ||||
Total liabilities | 352,228 | ||||
Retained earnings | 10,477 | ||||
Total shareholders' equity | 133,266 | ||||
Effect of ASC 606 [Member] | |||||
Trade accounts receivable | (24,315) | ||||
Inventories | 1,133 | ||||
Unbilled receivables on uncompleted contracts | (18,556) | ||||
Contract assets - current portion | 46,018 | ||||
Other Assets | |||||
Contract assets - Non-current | |||||
Total Assets | 4,280 | ||||
Contract liabilities - current | 16,789 | ||||
Current portion of customer advances on uncompleted contracts | (12,396) | ||||
Other current liabilities | |||||
Customer advances on uncompleted contracts - non-current | (1,436) | ||||
Contract liabilities - non-current | 1,436 | ||||
Other Liabilities | (75) | ||||
Total liabilities | 4,318 | ||||
Retained earnings | (38) | ||||
Total shareholders' equity | (38) | ||||
As Adjusted Under ASC 606 [Member] | |||||
Trade accounts receivable | 92,791 | ||||
Inventories | 91,849 | ||||
Unbilled receivables on uncompleted contracts | |||||
Contract assets - current portion | 46,018 | ||||
Other Assets | 252,130 | ||||
Contract assets - Non-current | 6,986 | ||||
Total Assets | 489,774 | ||||
Contract liabilities - current | 16,789 | ||||
Current portion of customer advances on uncompleted contracts | |||||
Other current liabilities | 105,806 | ||||
Customer advances on uncompleted contracts - non-current | |||||
Contract liabilities - non-current | 1,436 | ||||
Other Liabilities | 232,515 | ||||
Total liabilities | 356,546 | ||||
Retained earnings | 10,439 | ||||
Total shareholders' equity | $ 133,228 |
New Accounting Standards Impl_5
New Accounting Standards Implemented - Schedule of Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Operating Revenues | $ 370,984 | $ 314,456 | $ 305,016 | ||||||||||||||||
Cost of Sales | 250,767 | 215,274 | 192,369 | ||||||||||||||||
Gross Profit | $ 34,134 | $ 34,693 | $ 24,642 | $ 26,748 | $ 27,202 | $ 27,184 | $ 22,544 | $ 22,252 | 120,217 | 99,182 | 112,647 | ||||||||
Operating Expenses | (73,022) | (64,818) | (64,799) | ||||||||||||||||
Other Income and Expenses | 47,195 | ||||||||||||||||||
Income Before Tax | 14,462 | 11,518 | 39,252 | ||||||||||||||||
Income Tax Provision | 5,976 | 5,793 | 16,072 | ||||||||||||||||
Net Income | (4,415) | 5,152 | (3,870) | 10,619 | 1,169 | 7,025 | (3,500) | 1,031 | 8,486 | 5,725 | 23,180 | ||||||||
Net Income Attributable to Parent | $ (22,361) | $ 6,297 | $ (3,658) | $ 10,691 | $ 1,066 | $ 6,924 | $ (3,560) | $ 1,019 | $ 9,031 | $ 5,449 | $ 23,180 | ||||||||
Basic earnings per share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.29 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.23 | $ 0.16 | $ 0.71 |
Diluted earnings per share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.28 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.22 | $ 0.15 | $ 0.69 |
Under ASC 605 [Member] | |||||||||||||||||||
Operating Revenues | $ 372,230 | ||||||||||||||||||
Cost of Sales | 251,900 | ||||||||||||||||||
Gross Profit | 120,330 | ||||||||||||||||||
Operating Expenses | (73,022) | ||||||||||||||||||
Other Income and Expenses | 47,308 | ||||||||||||||||||
Income Before Tax | 14,575 | ||||||||||||||||||
Income Tax Provision | 6,051 | ||||||||||||||||||
Net Income | 8,524 | ||||||||||||||||||
Net Income Attributable to Parent | $ 9,069 | ||||||||||||||||||
Basic earnings per share | $ 0.23 | ||||||||||||||||||
Diluted earnings per share | $ 0.22 | ||||||||||||||||||
Effect of ASC 606 [Member] | |||||||||||||||||||
Operating Revenues | $ (1,246) | ||||||||||||||||||
Cost of Sales | (1,133) | ||||||||||||||||||
Gross Profit | (113) | ||||||||||||||||||
Other Income and Expenses | (113) | ||||||||||||||||||
Income Before Tax | (113) | ||||||||||||||||||
Income Tax Provision | (75) | ||||||||||||||||||
Net Income | (38) | ||||||||||||||||||
Net Income Attributable to Parent | $ (38) | ||||||||||||||||||
Basic earnings per share | |||||||||||||||||||
Diluted earnings per share | |||||||||||||||||||
[1] | Per share amounts have been retroactively adjusted to include the dilutive effect of shares issued in relation to a share dividend payment. |
New Accounting Standards Impl_6
New Accounting Standards Implemented - Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenues | $ 370,984 | $ 314,456 | $ 305,016 |
Supply and Installation Contracts [Member] | |||
Total Revenues | 160,503 | 148,317 | 48,725 |
Product Sales [Member] | |||
Total Revenues | $ 210,481 | $ 166,139 | $ 256,291 |
New Accounting Standards Impl_7
New Accounting Standards Implemented - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Accounting Changes and Error Corrections [Abstract] | |||
Contract assets - current | $ 46,018 | $ 45,468 | |
Contract assets - non-current | 6,986 | ||
Contract liabilities - current | (16,789) | (18,945) | |
Contract liabilities - non-current | (1,436) | (1,571) | |
Net contract assets | $ 34,779 | $ 24,952 |
New Accounting Standards Impl_8
New Accounting Standards Implemented - Schedule of Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Accounting Changes and Error Corrections [Abstract] | |||
Unbilled contract receivables, gross | $ 21,703 | $ 15,245 | |
Retainage | 31,301 | 30,223 | |
Total contract assets | 53,004 | 45,468 | |
Less: current portion | 46,018 | 45,468 | |
Contract assets - non-current | $ 6,986 |
New Accounting Standards Impl_9
New Accounting Standards Implemented - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Accounting Changes and Error Corrections [Abstract] | |||
Billings in excess of costs | $ 4,393 | $ 7,516 | |
Advances from customers on uncompleted contracts | 13,832 | 13,000 | |
Total contract liabilities | 18,225 | 20,516 | |
Less: current portion | 16,789 | 18,945 | |
Contract liabilities - non-current | $ 1,436 | $ 1,571 |
GM&P Acquisition (Details Narra
GM&P Acquisition (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2018 | Mar. 01, 2017 | Apr. 30, 2018 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Ordinary shares issued, amount | $ 6,583 | ||||||
Note face amount reduced | $ 242,106 | $ 224,041 | |||||
Gain on extinguishment of debt | $ (3,136) | ||||||
Fair value of non-controlling interest amount | $ 1,141 | ||||||
Componenti USA LLC [Member] | |||||||
Business combination, step acquisition, equity interest in acquired, percentage | 60.00% | ||||||
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] | |||||||
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 |
GM&P Acquisition - Summary of P
GM&P Acquisition - 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 |
GM&P Acquisition - Schedule of
GM&P Acquisition - Schedule of Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Net sales | $ 324,523 | $ 365,047 |
Net (loss) income attributable to parent | $ 4,719 | $ 27,600 |
Net income per common share - Basic | $ 0.14 | $ 0.89 |
Net income per common share - Diluted | $ 0.13 | $ 0.85 |
Trade Accounts Receivable - Sch
Trade Accounts Receivable - Schedule of Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Trade accounts receivable | $ 95,474 | $ 113,193 | ||
Less: Allowance for doubtful accounts | (2,683) | (2,729) | $ (2,083) | |
Trade accounts receivable, Net | 92,791 | 110,464 | ||
Current Accounts Receivable [Member] | ||||
Trade accounts receivable | 95,474 | 82,970 | ||
Retainage [Member] | ||||
Trade accounts receivable | [1] | $ 30,223 | ||
[1] | Retainage as of December 31, 2018 amount to $31,301 and is presented as contract assets as a result of the adoption of the new accounting standard for revenue recognition, ASC 606, further described in Note 3. New Accounting Standards Implemented. |
Trade Accounts Receivable - S_2
Trade Accounts Receivable - Schedule of Trade Accounts Receivable (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 |
Receivables [Abstract] | ||
Retainage | $ 31,301 | $ 30,223 |
Trade Accounts Receivable - S_3
Trade Accounts Receivable - Schedule of Changes in Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 2,729 | $ 2,083 | |
Provision for bad debts | 369 | 3,128 | $ 4,686 |
Deductions and write-offs, net of foreign currency adjustment | (415) | (2,482) | |
Balance at end of year | $ 2,683 | $ 2,729 | $ 2,083 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 43,477 | $ 40,509 |
Work in process | 25,957 | 11,468 |
Finished goods | 14,251 | 13,236 |
Stores and spares | 7,437 | 6,134 |
Packing material | 540 | 438 |
Total Inventories | 91,929 | 71,785 |
Less: inventory allowances | (80) | (129) |
Total inventories, net | $ 91,849 | $ 71,656 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to Suppliers and Loans | $ 1,100 | $ 795 |
Prepaid Income Taxes | 16,000 | 15,573 |
Employee Receivables | 418 | 455 |
Other Creditors | 1,414 | 691 |
Other Current Assets | $ 18,932 | $ 17,514 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 18,807 | $ 17,472 | $ 14,508 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 197,911 | $ 234,784 | $ 220,074 |
Accumulated depreciation | (77,884) | (66,083) | $ (49,277) |
Net book value of property and equipment | 120,027 | 137,734 | |
Land | 29,172 | 30,967 | |
Total property, plant and equipment, net | 149,199 | 168,701 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 53,784 | 59,237 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 133,663 | 134,536 | |
Office Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 6,238 | 5,936 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 1,887 | 1,834 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 2,339 | $ 2,274 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Property, Plant and Equipment, Beginning balance | $ 234,784 | $ 220,074 | |
Property, Plant and Equipment, Acquisitions GM&P, Componenti | 961 | ||
Property, Plant and Equipment, Acquisitions | 13,563 | 8,782 | |
Property, Plant and Equipment, Tax incentive on installation of solar panels | (1,531) | ||
Property, Plant and Equipment, Disposals | (72) | (17) | |
Property, Plant and Equipment, Reclassifications to investment property | 5,459 | ||
Property, Plant and Equipment, Effect of Foreign currency translation | (19,662) | (475) | |
Property, Plant and Equipment, Ending Balance | 197,911 | 234,784 | $ 220,074 |
Accumulated Depreciation, Beginning Balance | (66,083) | (49,277) | |
Accumulated Depreciation, Acquisitions GM&P, Componenti | (277) | ||
Accumulated Depreciation, Depreciation Expense | (18,807) | (17,472) | (14,508) |
Accumulated Depreciation, Disposals | 39 | ||
Accumulated Depreciation, Reclassification to investment property | (585) | ||
Accumulated Depreciation, Effect of Foreign Currency Translation | 6,967 | 1,528 | |
Accumulated Depreciation, Ending balance | (77,884) | (66,083) | $ (49,277) |
Property, plant and Equipment, Net | $ 149,199 | $ 168,701 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Weighted average amortization period | 5 years 2 months 12 days | ||
Amortization expense | $ 4,350 | $ 3,497 | $ 825 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance - December 31, 2017 | $ 23,130 | $ 1,330 |
GM&P Acquisition | 21,800 | |
GM&P measurement period adjustment | 431 | |
Ending balance - September 30, 2018 | $ 23,561 | $ 23,130 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible assets, Gross | $ 19,256 | $ 19,201 | |
Accumulated Amortization | (10,302) | (7,684) | |
Intangible assets, net | 8,954 | 11,517 | |
Trade Names [Member] | |||
Intangible assets, Gross | 980 | 980 | |
Accumulated Amortization | (359) | (163) | |
Intangible assets, net | 621 | 817 | |
Notice of Acceptances (NOAs), Product Designs and Other Intellectual Property [Member] | |||
Intangible assets, Gross | 10,881 | 10,826 | |
Accumulated Amortization | (5,425) | (5,467) | |
Intangible assets, net | 5,456 | 5,359 | |
Non-compete Agreements [Member] | |||
Intangible assets, Gross | 165 | 165 | |
Accumulated Amortization | (60) | (28) | |
Intangible assets, net | 105 | 137 | |
Contract Backlog [Member] | |||
Intangible assets, Gross | 3,090 | 3,090 | |
Accumulated Amortization | (2,832) | (1,287) | |
Intangible assets, net | 258 | 1,803 | |
Customer Relationships [Member] | |||
Intangible assets, Gross | 4,140 | 4,140 | |
Accumulated Amortization | (1,626) | (739) | |
Intangible assets, net | $ 2,514 | $ 3,401 | |
Notice of Acceptances (NOAs) and Product Designs [Member] | |||
Intangible assets, Gross | $ 8,524 | ||
Accumulated Amortization | (3,969) | ||
Intangible assets, net | $ 4,555 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 2,545 | |
2,020 | 2,133 | |
2,021 | 2,103 | |
2,022 | 1,225 | |
2,023 | 760 | |
Thereafter | 188 | |
Intangible assets, net | $ 8,954 | $ 11,517 |
Other Long Term Assets - Schedu
Other Long Term Assets - Schedule of Other Long Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Investments, All Other Investments [Abstract] | ||
Real estate investments | $ 2,271 | $ 2,069 |
Cost method investment | 500 | 500 |
Other long term assets | 82 | 82 |
Other assets, noncurrent, total | $ 2,853 | $ 2,651 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Jan. 23, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt face amount | $ 242,106 | $ 224,041 | ||
Other loans | $ 17,804 | 20,293 | ||
Debt instrument, term | 5 years | |||
Short-term debt, weighted average interest rate | 4.70% | |||
Senior unsecured notes | $ 210,000 | $ 210,000 | 210,000 | |
Unsecured notes coupon rate | 8.20% | |||
Proceeds to repay outstanding indebtedness | $ 179,000 | |||
Repayment of debt | $ 59,444 | |||
Line of credit, outstanding | 19,146 | 638 | ||
Capital lease obligations minimum lease payments | 380 | 245 | ||
Interest expense | 21,187 | 19,872 | $ 16,814 | |
Capitalized interests | 0 | 10 | $ 377 | |
Property, Plant and Equipment [Member] | ||||
Debt instrument, collateral amount | 5,037 | 4,758 | ||
Colombia, Pesos [Member] | ||||
Debt face amount | $ 208 | 216 | ||
Credit Facilities [Member] | ||||
Debt, weighted average interest rate | 7.65% | |||
Revolving Note Arrangement [Member] | ||||
Debt, weighted average interest rate | 4.70% | |||
Line of credit, available | $ 18,257 | 4,250 | ||
Line of credit, outstanding | $ 19,146 | $ 638 | ||
Minimum [Member] | Credit Facilities [Member] | ||||
Credit facilities, interest rate | 3.90% | |||
Maximum [Member] | Credit Facilities [Member] | ||||
Credit facilities, interest rate | 8.20% | |||
Real Estate Mortgage [Member] | ||||
Other loans | $ 17,804 | |||
Real Estate Mortgage [Member] | Minimum [Member] | ||||
Debt instrument, term | 60 days | |||
Real Estate Mortgage [Member] | Maximum [Member] | ||||
Debt instrument, term | 11 years | |||
Revolving Note Arrangement [Member] | Minimum [Member] | ||||
Credit facilities, interest rate | 3.90% | |||
Revolving Note Arrangement [Member] | Maximum [Member] | ||||
Credit facilities, interest rate | 7.90% |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 23, 2017 |
Debt Disclosure [Abstract] | |||
Revolving lines of credit | $ 19,146 | $ 638 | |
Capital lease | 380 | 245 | |
Unsecured senior note | 210,000 | 210,000 | $ 210,000 |
Other loans | 17,804 | 20,293 | |
Less: Deferred cost of Financing | (5,015) | (6,918) | |
Total obligations under borrowing arrangements | 242,315 | 224,258 | |
Less: Current portion of long-term debt and other current borrowings | 21,606 | 3,260 | |
Long-term debt | $ 220,709 | $ 220,998 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 21,606 |
2,020 | 2,447 |
2,021 | 2,411 |
2,022 | 212,412 |
2,023 | 2,380 |
Thereafter | 6,074 |
Total | $ 247,330 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 28, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Effective income tax rate reconciliation, percent | 41.30% | 35.30% | 40.90% | 261.10% | |
Deferred tax liability, net | $ 586 | ||||
State and federal income tax rate | 31.30% | 37.00% | 40.00% | 39.00% | |
Income tax examination, description | We analyzed the impact of the 2017 Act on our accounting for income taxes, including the remeasurement of our deferred tax assets and liabilities, and expect to see a reduction in U.S. tax expense as the new reform reduces the federal corporate tax rate from 35% to 21%. | ||||
Non-taxable income | $ 4,628 | ||||
Intercompany gains of foreign exempt subsidiaries, percent | 7.70% | ||||
Intercompany gains of foreign exempt subsidiaries | $ 1,740 | ||||
Unrecognized tax benefit, percent | 5.50% | ||||
Non-deductible expenses including withholding taxes on debt payments and other payments | $ 4,230 | ||||
Gain on fair value of warrant liability | $ 776 | ||||
Gain on earnout share liability | $ 4,674 | ||||
Effective tax rate and statutory rate contributed percentage | 5.00% | 5.00% | |||
Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | |||||
Uncertain tax position | $ 1,255 | ||||
Tax Cuts and Jobs Act [Member] | |||||
State and federal income tax rate | 21.00% | ||||
Maximum [Member] | |||||
State and federal income tax rate | 39.50% | ||||
Minimum [Member] | |||||
State and federal income tax rate | 34.00% | ||||
Tax Year 2017 [Member] | Maximum [Member] | |||||
Effective income tax rate reconciliation, percent | 42.00% | ||||
Tax Year 2017 [Member] | Minimum [Member] | |||||
Effective income tax rate reconciliation, percent | 40.00% | ||||
Tax Year 2018 [Member] | |||||
Effective income tax rate reconciliation, percent | 37.00% | ||||
Tax Year 2019 and Thereafter [Member] | |||||
Effective income tax rate reconciliation, percent | 33.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current income tax, United States | $ 639 | $ 4,558 | |
Current income tax, Colombia | 8,626 | 7,372 | 16,318 |
Total current income tax | 9,265 | 11,930 | 16,318 |
Deferred income tax, United States | 391 | (2,328) | |
Deferred income Tax, Colombia | (3,680) | (3,809) | (247) |
Total deferred income tax | (3,289) | (6,137) | (247) |
Total Provision for Income Tax | $ 5,976 | $ 5,793 | $ 16,072 |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense at statutory rates | 31.30% | 37.00% | 40.00% | 39.00% |
Non-deductible expenses | 13.00% | 18.60% | 1.20% | |
Non-taxable income | (3.00%) | (20.40%) | (0.30%) | |
Effective tax rate | 41.30% | 35.30% | 40.90% | 261.10% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Accounts Receivable Clients - not delivered FOB | $ (1,119) | |
Deferred tax assets, Property, plant and equipment adjustments | 427 | 483 |
Deferred tax assets, Tax benefit on installation of renewable energy project | 448 | |
Deferred tax assets, Operating loss carryforward | 1,581 | |
Deferred tax assets, Financial Liabilities | 30 | |
Deferred tax assets, Deferred profit on other assets | 99 | 108 |
Deferred tax assets, Foreign currency transactions | 6,560 | 1,552 |
Deferred tax assets, Provision Inventory obsolescence | 24 | 35 |
Total deferred tax assets | 8,050 | 2,178 |
Deferred tax liabilities, Inventory - not delivered FOB | (1,134) | |
Deferred tax liabilities, Investments | (118) | |
Deferred tax liabilities, Property plant and equipment adjustment | (130) | |
Deferred tax liabilities, Unbilled receivables uncompleted contracts | (3,293) | (726) |
Deferred tax liabilities, Depreciation and Amortization | (2,445) | (2,532) |
Total deferred tax liabilities | (5,986) | (2,124) |
Net deferred tax | $ 2,064 | $ (2,214) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Long term deferred income tax asset | $ 4,770 | $ 103 |
Less: long term deferred income tax liability | $ 2,706 | $ 2,317 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Value | $ 242,315 | $ 224,258 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value | 234,163 | 240,057 |
Carrying Value | $ 220,709 | $ 220,998 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales revenue | $ 5,338 | $ 5,081 | $ 9,742 |
Ventanas Solar SA [Member] | |||
Sales revenue | $ 2,938 | $ 3,670 | $ 8,269 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Due from VS | $ 6,229 | $ 6,240 | |
Due from other related parties | 2,010 | 2,260 | |
Due from related parties, current | 8,239 | 8,500 | |
Due to related parties - Current | 1,500 | 975 | |
Due to related parties - Long Term | 600 | ||
Revenues | 5,338 | 5,081 | $ 9,742 |
Interest Income | 235 | ||
Expenses - Paid to other related parties | $ 6,925 | $ 4,254 | $ 2,395 |
Related Parties - Schedule of P
Related Parties - Schedule of Payments to Other Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Charitable Contributions [Member] | |||
Payment to other related parties | $ 1,263 | $ 2,787 | $ 1,340 |
Sales Commissions [Member] | |||
Payment to other related parties | $ 1,419 | $ 691 | $ 392 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase of aggregate raw material | $ 31,264 |
Guarantees on behalf of other parties |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 02, 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 | $ 0.0001 | |||
Ordinary shares, shares, issued | 38,092,996 | 34,836,575 | ||||
Ordinary shares, shares, outstanding | 38,092,996 | 34,836,575 | ||||
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. | |||||
Ordinary shares issued about share dividend paid | 2,626,727 | 3,125,807 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 550,784 | |||||
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 | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Equity [Abstract] | |||||||||||||||||||
Net Income (Loss) | $ (4,415) | $ 5,152 | $ (3,870) | $ 10,619 | $ 1,169 | $ 7,025 | $ (3,500) | $ 1,031 | $ 8,486 | $ 5,725 | $ 23,180 | ||||||||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 37,511,851 | 36,836,075 | 32,864,628 | ||||||||||||||||
Effect of dilutive securities and stock dividend | 550,784 | 550,784 | 550,784 | ||||||||||||||||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 38,062,635 | 37,386,858 | 33,415,412 | ||||||||||||||||
Basic earnings per ordinary share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.29 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.23 | $ 0.16 | $ 0.71 |
Diluted earnings per ordinary share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.28 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.22 | $ 0.15 | $ 0.69 |
[1] | Per share amounts have been retroactively adjusted to include the dilutive effect of shares issued in relation to a share dividend payment. |
Segment and Geographic Inform_3
Segment and Geographic Information (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Number of operating segment | Number | 1 | ||||||||||
Sales revenue | $ 97,863 | $ 96,992 | $ 88,969 | $ 87,160 | $ 84,279 | $ 83,384 | $ 80,976 | $ 65,817 | $ 370,984 | $ 314,456 | $ 305,016 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Giovanni Monti and Partners Consulting and Glazing Contractors [Member] | |||||||||||
Concentration risk, percentage | 26.00% | ||||||||||
Sales revenue | $ 80,000 | ||||||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Minimum [Member] | |||||||||||
Concentration risk, percentage | 10.00% | 10.00% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenues | $ 97,863 | $ 96,992 | $ 88,969 | $ 87,160 | $ 84,279 | $ 83,384 | $ 80,976 | $ 65,817 | $ 370,984 | $ 314,456 | $ 305,016 |
Glass and Framing Components [Member] | |||||||||||
Total Revenues | 104,032 | 67,311 | 89,850 | ||||||||
Windows and Architectural Systems [Member] | |||||||||||
Total Revenues | 266,952 | 247,144 | 215,166 | ||||||||
Colombia [Member] | |||||||||||
Total Revenues | 62,445 | 63,539 | 98,758 | ||||||||
United States [Member] | |||||||||||
Total Revenues | 296,534 | 238,529 | 189,985 | ||||||||
Panama [Member] | |||||||||||
Total Revenues | 4,248 | 4,259 | 9,444 | ||||||||
Other [Member] | |||||||||||
Total Revenues | $ 7,757 | $ 8,129 | $ 6,829 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Total long lived assets | $ 184,619 | $ 205,417 | $ 178,109 |
Colombia [Member] | |||
Total long lived assets | 146,544 | 166,380 | 172,478 |
United States [Member] | |||
Total long lived assets | $ 38,075 | $ 39,037 | $ 5,631 |
Operating Expenses - Schedule o
Operating Expenses - Schedule of Other Operating Cost and Expense, by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Selling Expense | $ 39,390 | $ 33,784 | $ 36,953 |
Total General and administrative expenses | 33,632 | 31,034 | 27,846 |
Shipping and Handling [Member] | |||
Total Selling Expense | 18,583 | 13,068 | 15,568 |
Personnel [Member] | |||
Total Selling Expense | 6,707 | 6,219 | 5,679 |
Total General and administrative expenses | 12,281 | 10,631 | 7,938 |
Sales Commissions [Member] | |||
Total Selling Expense | 5,382 | 4,527 | 4,346 |
Services [Member] | |||
Total Selling Expense | 2,502 | 2,024 | 1,723 |
Total General and administrative expenses | 2,918 | 2,850 | 2,302 |
Packaging [Member] | |||
Total Selling Expense | 1,283 | 1,306 | 950 |
Accounts Receivable Provision [Member] | |||
Total Selling Expense | 369 | 3,128 | 4,686 |
Other Selling Expenses [Member] | |||
Total Selling Expense | 4,564 | 3,512 | 4,001 |
Professional Fees [Member] | |||
Total General and administrative expenses | 4,705 | 4,207 | 5,395 |
Taxes [Member] | |||
Total General and administrative expenses | 845 | 895 | 1,302 |
Depreciation and Amortization [Member] | |||
Total General and administrative expenses | 4,887 | 4,404 | 1,788 |
Bank Charges and Tax on Financial Transactions [Member] | |||
Total General and administrative expenses | 1,075 | 1,647 | 2,881 |
Insurance [Member] | |||
Total General and administrative expenses | 1,601 | 1,487 | 893 |
Rent Expense [Member] | |||
Total General and administrative expenses | 854 | 552 | 209 |
Charitable Contributions [Member] | |||
Total General and administrative expenses | 1,385 | 1,537 | 1,504 |
Other Expenses [Member] | |||
Total General and administrative expenses | $ 3,081 | $ 2,824 | $ 4,736 |
Non-Operating Income and Expe_2
Non-Operating Income and Expenses (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |||
Non-operating income and expenses | $ 2,915 | $ 3,190 | $ 4,155 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule of Unaudited Quarterly Financial Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Operating revenue | $ 97,863 | $ 96,992 | $ 88,969 | $ 87,160 | $ 84,279 | $ 83,384 | $ 80,976 | $ 65,817 | $ 370,984 | $ 314,456 | $ 305,016 | ||||||||
Gross profit | 34,134 | 34,693 | 24,642 | 26,748 | 27,202 | 27,184 | 22,544 | 22,252 | 120,217 | 99,182 | 112,647 | ||||||||
Net income (loss) | (4,415) | 5,152 | (3,870) | 10,619 | 1,169 | 7,025 | (3,500) | 1,031 | 8,486 | 5,725 | 23,180 | ||||||||
Net income (loss) attributable to parent | $ (22,361) | $ 6,297 | $ (3,658) | $ 10,691 | $ 1,066 | $ 6,924 | $ (3,560) | $ 1,019 | $ 9,031 | $ 5,449 | $ 23,180 | ||||||||
Basic income (loss) per share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.29 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.23 | $ 0.16 | $ 0.71 |
Diluted income (loss) per share | $ (0.12) | [1] | $ 0.13 | [1] | $ (0.10) | [1] | $ 0.28 | [1] | $ 0.03 | [1] | $ 0.19 | [1] | $ (0.10) | [1] | $ 0.03 | [1] | $ 0.22 | $ 0.15 | $ 0.69 |
[1] | Per share amounts have been retroactively adjusted to include the dilutive effect of shares issued in relation to a share dividend payment. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 11, 2019 | Jan. 09, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Purchase price in cash | $ 6,000 | $ 7,873 | |||
Subsequent Event [Member] | |||||
Dividends payable, amount per share | $ 0.14 | ||||
Dividends payable, payable date | Feb. 28, 2019 | ||||
Dividends payable, record date | Jan. 31, 2019 | ||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | |||||
Purchase price in cash | $ 34,100 | ||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | Barranquilla [Member] | |||||
Purchase price as land | 10,900 | ||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | Galapa [Member] | |||||
Additional contribution to be paid | $ 12,500 | ||||
Additional consideration payment year, start | 2,020 | ||||
Additional consideration payment year, end | 2,021 | ||||
Subsequent Event [Member] | Vidrio Andino Holdings S.A.S [Member] | Joint Venture Agreement [Member] | |||||
Minority ownership percentage | 25.00% | ||||
Subsequent Event [Member] | Vidrio Andino Holdings S.A.S [Member] | Joint Venture Agreement [Member] | Galapa [Member] | |||||
Minority ownership percentage | 25.00% |