Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Tecnoglass Inc. | |
Entity Central Index Key | 0001534675 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,674,773 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 69,431 | $ 47,862 |
Investments | 1,684 | 2,304 |
Trade accounts receivable, net | 87,794 | 110,558 |
Due from related parties | 8,667 | 8,057 |
Inventories | 73,763 | 82,714 |
Contract assets - current portion | 28,416 | 42,014 |
Other current assets | 12,171 | 29,340 |
Total current assets | 281,926 | 322,849 |
Long-term assets: | ||
Property, plant and equipment, net | 134,643 | 154,609 |
Deferred income taxes | 11,681 | 4,595 |
Contract assets - non-current | 7,814 | 7,059 |
Due from related parties - long term | 726 | 1,786 |
Long-term trade accounts receivable | 1,101 | |
Intangible assets | 5,323 | 6,703 |
Goodwill | 23,561 | 23,561 |
Long-term investments | 46,385 | 45,596 |
Other long-term assets | 2,914 | 2,910 |
Total long-term assets | 234,148 | 246,819 |
Total assets | 516,074 | 569,668 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 174 | 16,084 |
Trade accounts payable and accrued expenses | 46,605 | 61,878 |
Accrued interest expense | 2,911 | 7,645 |
Due to related parties | 4,056 | 4,415 |
Dividends payable | 1,309 | 67 |
Contract liability - current portion | 18,381 | 12,459 |
Due to equity partners | 10,900 | 10,900 |
Other current liabilities | 14,355 | 15,563 |
Total current liabilities | 98,691 | 129,011 |
Long-term liabilities: | ||
Deferred income taxes | 447 | 411 |
Long-term payable associated to GM&P acquisition | 8,500 | |
Long-term liabilities from related parties | 639 | 622 |
Contract liability - non-current | 883 | 187 |
Long-term debt | 246,206 | 243,727 |
Total long-term liabilities | 248,175 | 253,447 |
Total liabilities | 346,866 | 382,458 |
SHAREHOLDERS' EQUITY | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 47,117,631 and 46,117,631 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 5 |
Legal Reserves | 2,273 | 1,367 |
Additional paid-in capital | 208,390 | 208,283 |
Retained earnings | 17,181 | 16,213 |
Accumulated other comprehensive (loss) | (59,150) | (39,264) |
Shareholders' equity attributable to controlling interest | 168,699 | 186,604 |
Shareholders' equity attributable to non-controlling interest | 509 | 606 |
Total shareholders' equity | 169,208 | 187,210 |
Total liabilities and shareholders' equity | $ 516,074 | $ 569,668 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 47,117,631 | 46,117,631 |
Ordinary shares, shares outstanding | 47,117,631 | 46,117,631 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating revenues: | ||||
Total operating revenues | $ 103,309 | $ 108,470 | $ 272,549 | $ 329,521 |
Cost of sales | 63,188 | 72,729 | 170,205 | 223,051 |
Gross profit | 40,121 | 35,741 | 102,344 | 106,470 |
Operating expenses: | ||||
Selling expense | (10,534) | (11,334) | (29,163) | (32,115) |
General and administrative expenses | (9,381) | (8,855) | (24,601) | (26,303) |
Total operating expenses | (19,915) | (20,189) | (53,764) | (58,418) |
Operating income | 20,206 | 15,552 | 48,580 | 48,052 |
Non-operating income (expenses), net | (138) | 450 | (232) | 1,078 |
Equity method (loss) income | 695 | 295 | 789 | 273 |
Foreign currency transactions gains(losses) | (3,066) | (12,006) | (22,223) | (9,921) |
Interest expense and deferred cost of financing | (6,147) | (5,876) | (17,236) | (17,220) |
Income (Loss) before taxes | 11,550 | (1,585) | 9,678 | 22,262 |
Income tax provision | (3,279) | 266 | (4,021) | (8,590) |
Net income (loss) | 8,271 | (1,319) | 5,657 | 13,672 |
Loss (Income) attributable to non-controlling interest | 52 | 144 | 97 | (30) |
Income (Loss) attributable to parent | 8,323 | (1,175) | 5,754 | 13,642 |
Comprehensive income: | ||||
Net income (loss) | 8,271 | (1,319) | 5,657 | 13,672 |
Foreign currency translation adjustments | (4,024) | (8,486) | (18,945) | (8,768) |
Change in fair value derivative contracts | 506 | (941) | (941) | (941) |
Total comprehensive income (loss) | 4,753 | (10,746) | (14,229) | 3,963 |
Comprehensive loss (income) attributable to non-controlling interest | 52 | 144 | 97 | (30) |
Total comprehensive income (loss) attributable to parent | $ 4,805 | $ (10,602) | $ (14,132) | $ 3,933 |
Basic income (loss) per share | $ 0.18 | $ (0.03) | $ 0.12 | $ 0.31 |
Diluted income (loss) per share | $ 0.18 | $ (0.03) | $ 0.12 | $ 0.31 |
Basic weighted average common shares outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 |
Diluted weighted average common shares outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 |
External Customers [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 102,980 | $ 106,741 | $ 270,676 | $ 323,808 |
Related Parties [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 329 | $ 1,729 | $ 1,873 | $ 5,713 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ 5,657 | $ 13,672 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Provision for bad debts | 1,035 | 1,046 |
Depreciation and amortization | 15,421 | 17,189 |
Deferred income taxes | (7,612) | (5,140) |
Equity method (loss) income | (789) | (273) |
Deferred cost of financing | 1,306 | 1,213 |
Other non-cash adjustments | 158 | 41 |
Unrealized currency translation losses (gains) | 24,197 | 13,812 |
Changes in operating assets and liabilities: | ||
Trade accounts receivables | 6,353 | (29,779) |
Inventories | (5,127) | 3,939 |
Prepaid expenses | (686) | (3,013) |
Other assets | 12,455 | (4,829) |
Trade accounts payable and accrued expenses | (14,612) | 3,576 |
Accrued interest expense | (4,678) | (4,362) |
Taxes payable | (569) | 3,645 |
Labor liabilities | 5 | 626 |
Contract assets and liabilities | 18,851 | (5,099) |
Related parties | (341) | 2,965 |
CASH PROVIDED BY OPERATING ACTIVITIES | 51,024 | 9,229 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 470 | 997 |
Joint Venture investment | (34,100) | |
Purchase of investments | (189) | (1,172) |
Acquisition of property and equipment | (13,732) | (19,887) |
CASH USED IN INVESTING ACTIVITIES | (13,451) | (54,162) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash dividend | (2,533) | (3,714) |
Proceeds from equity offering | 36,478 | |
Proceeds from debt | 17,747 | 69,059 |
Repayments of debt | (30,453) | (47,168) |
CASH PROVIDED BY FINANCING ACTIVITIES | (15,239) | 54,655 |
Effect of exchange rate changes on cash and cash equivalents | (765) | (1,023) |
NET INCREASE IN CASH | 21,569 | 8,699 |
CASH - Beginning of period | 47,862 | 33,040 |
CASH - End of period | 69,431 | 41,739 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 18,650 | 19,206 |
Income Tax | 8,318 | 11,090 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired under credit or debt | $ 919 | $ 1,667 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid in Capital [Member] | Legal Reserve [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interest [Member] | Total |
Balance beginning at Dec. 31, 2018 | $ 4 | $ 157,604 | $ 1,367 | $ 10,439 | $ (37,058) | $ 132,356 | $ 872 | $ 133,228 |
Balance beginning, shares at Dec. 31, 2018 | 38,092,996 | |||||||
Issuance of common stock | 33,050 | 33,050 | 33,050 | |||||
Issuance of common stock, shares | 5,000,000 | |||||||
Stock dividend | 5,162 | (6,109) | (947) | (947) | ||||
Stock dividend, shares | 538,657 | |||||||
Foreign currency translation | 1,770 | 1,770 | 1,770 | |||||
Net income | 7,338 | 7,338 | (7) | 7,331 | ||||
Balance ending at Mar. 31, 2019 | $ 4 | 195,816 | 1,367 | 11,668 | (35,288) | 173,567 | 865 | 174,432 |
Balance ending, shares at Mar. 31, 2019 | 43,631,653 | |||||||
Balance beginning at Dec. 31, 2018 | $ 4 | 157,604 | 1,367 | 10,439 | (37,058) | 132,356 | 872 | 133,228 |
Balance beginning, shares at Dec. 31, 2018 | 38,092,996 | |||||||
Foreign currency translation | (8,768) | |||||||
Net income | 13,672 | |||||||
Balance ending at Sep. 30, 2019 | $ 5 | 208,250 | 1,367 | 5,320 | (46,767) | 168,175 | 903 | 169,078 |
Balance ending, shares at Sep. 30, 2019 | 45,519,472 | |||||||
Balance beginning at Mar. 31, 2019 | $ 4 | 195,816 | 1,367 | 11,668 | (35,288) | 173,567 | 865 | 174,432 |
Balance beginning, shares at Mar. 31, 2019 | 43,631,653 | |||||||
Issuance of common stock | 3,428 | 3,428 | 3,428 | |||||
Issuance of common stock, shares | 551,423 | |||||||
Stock dividend | 4,416 | (6,280) | (1,864) | (1,864) | ||||
Stock dividend, shares | 675,366 | |||||||
Foreign currency translation | (2,052) | (2,052) | (2,052) | |||||
Net income | 7,479 | 7,479 | 181 | 7,660 | ||||
Balance ending at Jun. 30, 2019 | $ 4 | 203,660 | 1,367 | 12,867 | (37,340) | 180,558 | 1,046 | 181,604 |
Balance ending, shares at Jun. 30, 2019 | 44,858,442 | |||||||
Stock dividend | $ 1 | 4,590 | (6,372) | (1,781) | (1,781) | |||
Stock dividend, shares | 661,030 | |||||||
Derivative financial instruments | (941) | (941) | (941) | |||||
Foreign currency translation | (8,486) | (8,486) | (8,486) | |||||
Net income | (1,175) | (1,175) | (144) | (1,319) | ||||
Balance ending at Sep. 30, 2019 | $ 5 | 208,250 | 1,367 | 5,320 | (46,767) | 168,175 | 903 | 169,078 |
Balance ending, shares at Sep. 30, 2019 | 45,519,472 | |||||||
Balance beginning at Dec. 31, 2019 | $ 5 | 208,283 | 1,367 | 16,213 | (39,264) | 186,604 | 606 | 187,210 |
Balance beginning, shares at Dec. 31, 2019 | 46,117,631 | |||||||
Stock dividend | $ 107 | $ (1,344) | $ (1,237) | $ (1,237) | ||||
Stock dividend, shares | ||||||||
Financial instruments | $ (4,065) | $ (4,065) | $ (4,065) | |||||
Foreign currency translation | (19,288) | (19,288) | (19,288) | |||||
Net income | (18,766) | (18,766) | 98 | (18,668) | ||||
Balance ending at Mar. 31, 2020 | $ 5 | 208,390 | 1,367 | (3,897) | (62,617) | 143,248 | 704 | 143,952 |
Balance ending, shares at Mar. 31, 2020 | 46,117,631 | |||||||
Balance beginning at Dec. 31, 2019 | $ 5 | 208,283 | 1,367 | 16,213 | (39,264) | 186,604 | 606 | 187,210 |
Balance beginning, shares at Dec. 31, 2019 | 46,117,631 | |||||||
Foreign currency translation | (18,945) | |||||||
Net income | 5,657 | |||||||
Balance ending at Sep. 30, 2020 | $ 5 | 208,390 | 2,273 | 17,181 | (59,150) | 168,699 | 509 | 169,208 |
Balance ending, shares at Sep. 30, 2020 | 46,117,631 | |||||||
Balance beginning at Mar. 31, 2020 | $ 5 | 208,390 | 1,367 | (3,897) | (62,617) | 143,248 | 704 | 143,952 |
Balance beginning, shares at Mar. 31, 2020 | 46,117,631 | |||||||
Stock dividend | (1,267) | (1,267) | (1,267) | |||||
Stock dividend, shares | ||||||||
Legal Reserve | 906 | (906) | ||||||
Financial instruments | 2,618 | 2,618 | 2,618 | |||||
Foreign currency translation | 4,367 | 4,367 | 4,367 | |||||
Net income | 16,197 | 16,197 | (143) | 16,054 | ||||
Balance ending at Jun. 30, 2020 | $ 5 | 208,390 | 2,273 | 10,127 | (55,632) | 165,163 | 561 | 165,724 |
Balance ending, shares at Jun. 30, 2020 | 46,117,631 | |||||||
Stock dividend | (1,269) | (1,269) | (1,269) | |||||
Stock dividend, shares | ||||||||
Financial instruments | 506 | 506 | 506 | |||||
Foreign currency translation | (4,024) | (4,024) | (4,024) | |||||
Net income | 8,323 | 8,323 | (52) | 8,271 | ||||
Balance ending at Sep. 30, 2020 | $ 5 | $ 208,390 | $ 2,273 | $ 17,181 | $ (59,150) | $ 168,699 | $ 509 | $ 169,208 |
Balance ending, shares at Sep. 30, 2020 | 46,117,631 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
General
General | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1. General Business Description Tecnoglass Inc., a Cayman Islands exempted company (the “Company”, “Tecnoglass,” “TGI,” “we, “us” or “our”) manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating facades and commercial window showcases. The Company exports most of its production to foreign countries, selling to customers in North, Central and South America. The Company manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. The Company also designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions and conditions. Estimates inherent in the preparation of these unaudited condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets. Changes in estimates are reflected in the periods during which they become known. Actual amounts may differ from these estimates and could differ materially. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the financial position, results of operations and cash flows for the period presented, and are of a normal, recurring nature. The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window product sold to the construction industry. Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”), ES Windows LLC (“ESW LLC”), Tecnoglass LLC (“Tecno LLC”), Tecno RE LLC (“Tecno RE”), GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC (“Componenti”) and ES Metals SAS (“ES Metals”), which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control. Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the consolidated balance sheet are reclassified into the consolidated statement of income in the same period or periods during which the hedged transactions are settled. Impairment We review goodwill and long-lived assets for impairment each year on December 31 st Based on our analysis as of September 30, 2020 we concluded that no impairment needs to be recorded to our goodwill using the market approach as the market capitalization of our company, which has a single reporting unit, exceeds the book value of shareholders equity. Based on our analysis as of September 30, 2020 we concluded that no impairment needs to be recorded to our long-lived assets as their carrying value are below their realizable values based on projected future cashflows estimated with assumptions deemed reasonable by management based on information currently available. The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company’s market capitalization, and general industry, market and macro-economic conditions. Recently Issued Accounting Pronouncements In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the allowance for credit losses accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new model is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, (with early application permitted). The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that will postpone the effective date to the year beginning after December 15, 2022. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842), which amends SEC Staff Accounting Bulletin No. 119 (SAB119) which contains interpretative guidance from the SEC aligned to the FASB’s ASC 326. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 8485): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The amendments in this Update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this Update is effective for the Company on December 31, 2022 with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. |
Revised Presentation of Stateme
Revised Presentation of Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Revised Presentation of Statement of Cash Flows | Note 3. – Revised Presentation of Statement of Cash Flows The Condensed Consolidated Statement of Cashflows for the nine months ended September 30, 2019 has been revised to correct errors in the classification of the impact of unrealized foreign currency transaction gains and losses resulting from the remeasurement of our monetary assets and liabilities denominated in any currency other than the functional currency. The Company assessed the materiality of the misstatement and concluded it was not material to any previously reported quarterly or annual period financial statements. Unrealized foreign currency transaction gains and losses, which include currency translation differences on monetary items that form part of investing or financing activities, such as long-term loans, are presented as a reconciling item from net income to cashflow from operating activities in the Condensed Consolidated Statement of Cashflows as of September 30, 2020 and 2019 contained herein,. The effect of exchange rate changes on cash and cash equivalents denominated in currencies other than the reporting currency has been and continues to be presented in a separate line item as part of the reconciliation of the change in cash equivalents during the period. The revisions to the Condensed Consolidated Statement of Cashflows as of September 30, 2019, which had no effect on the net change in cash and cash equivalents, are summarized in the following table: Nine months ended September 30, 2019 As previously reported Revision adjustment As revised CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 7,548 $ 1,680 $ 9,228 CASH USED IN INVESTING ACTIVITIES (54,301 ) 138 (54,163 ) CASH PROVIDED BY FINANCING ACTIVITIES 56,476 (1,821 ) 54,655 Effect of exchange rate changes on cash and cash equivalents $ (1,024 ) $ 2 $ (1,021 ) NET INCREASE (DECREASE) IN CASH 8,699 - 8,699 CASH - Beginning of period 33,040 - 33,040 CASH - End of period $ 41,739 $ - $ 41,739 |
Long-Term Investments
Long-Term Investments | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Investments | Note 4. – Long-term Investments Saint-Gobain Joint Venture On January 11, 2019, we entered into a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino Holdings S.A.S (“Vidrio Andino”), a Colombia-based subsidiary of Compagnie de Saint-Gobain S.A. (“Saint-Gobain”). The purchase price for our interest in this entity was $45 million, of which $34.1 was paid in cash, and $10.9 million is to be paid with a piece of land near our existing facility in Barranquilla, which we acquired in October 2020 from a related party and which was previously owned by members of our Chief Executive Officer´s family. In connection with this transaction, we conducted a third party valuation to ensure the transaction was on arm´s length terms. On October 28, 2020 we paid for the land through the issuance of an aggregate of 1,557,142 ordinary shares of the Company, at $7.00 per shares, which represents an approximate 33% premium based on the last sale price on October 27, 2020. The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will carry significant efficiencies for us once it becomes operative. Vidrio Andino’s float glass plant located in the outskirts of Bogota, Colombia, has been one of our main suppliers of raw glass. We believe this transaction will solidify our vertical integration strategy by acquiring an interest in the first stage of our production chain, while securing ample glass supply for our expected production needs. On May 3, 2019, we consummated the joint venture agreement acquiring a 25.8% minority ownership interest in Vidrio Andino with a cash payment of $34.1 million, and the land still to be contributed once a complete assessment of the project timing is completed based on the overall market conditions in relation to the ongoing COVID-19 pandemic. As of that date, the Company recorded the investment within Long-term assets on the Company’s Consolidated Balance Sheet for $45.0 million and a liability for $10.9 million within current liabilities on the Company’s Consolidated Balance Sheet to be settled with the contribution of the aforementioned piece of land. Since the date of the acquisition, we have recognized the proportionate share of Vidrio Andino’s net income using the equity method on the Consolidated Statement of Operations and Other Comprehensive Income as the Company is deemed to have significant influence, but does not have effective control of Vidrio Andino. Establishment of a new subsidiary In January 2019 we established E.S. Windows California, LLC., a wholly-owned U.S. entity to serve as a distributor of our products in certain jurisdictions within the U.S. markets. In April 2019, ESMetals, a Colombian entity in which the Company has 70% equity interest began operations. ESMetals serves as a metalwork contractor to supply the Company with steel accessories used in the assembly of certain architectural systems as part of our vertical integration strategy. When the company owns a majority (but less than 100%) of a subsidiary’s stock, the Company includes in its Consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling interests’ proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Consolidated Balance Sheet, is equal to the non-controlling interests’ proportionate share of the subsidiary’s net assets. In determining the fair value, we used the income approach and the market approach which was performed by third party valuation specialists under management. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 5. - Inventories, net September 30, 2020 December 31, 2019 Raw materials $ 42,125 $ 44,175 Work in process 18,131 24,262 Finished goods 5,245 5,203 Stores and spares 7,614 8,130 Packing material 717 981 73,832 82,751 Less: Inventory allowance (69 ) (37 ) $ 73,763 $ 82,714 |
Revenues, Contract Assets and C
Revenues, Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Operating revenues: | |
Revenues, Contract Assets and Contract Liabilities | Note 6. – Revenues, Contract Assets and Contract Liabilities Disaggregation of Total Net Sales The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows. Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Fixed price contracts $ 27,307 $ 37,352 $ 73,867 $ 126,249 Product sales 76,002 71,118 198,682 203,272 Total Revenues $ 103,309 $ 108,470 $ 272,549 $ 329,521 The following table presents geographical information about revenues. Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Colombia $ 5,650 $ 13,037 $ 13,942 $ 38,190 United States 95,680 92,848 253,626 284,208 Panama 20 668 850 2,344 Other 1,959 1,917 4,131 4,779 Total Revenues $ 103,309 $ 108,470 $ 272,549 $ 329,521 Contract Assets and Liabilities Contract assets represent accumulated incurred costs and earned profits on contracts with customers that have been recorded as sales, but have not been billed to customers and are classified as current and a portion of the amounts billed on certain fixed price contracts that are withheld by the customer as a retainage until a final good receipt of the complete project to the customers satisfaction. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue, and represent amounts received in excess of sales recognized on contracts. The Company classifies advance payments and billings in excess of costs incurred as current, and deferred revenue as current or non-current based on the expected timing of sales recognition. Contract assets and contract liabilities are determined on a contract by contract basis at the end of each reporting period. The non-current portion of contract liabilities is included in other liabilities in the Company’s consolidated balance sheets. The table below presents the components of net contract assets (liabilities). September 30, 2020 December 31, 2019 Contract assets — current $ 28,416 $ 42,014 Contract assets — non-current 7,814 7,059 Contract liabilities — current (18,381 ) (12,459 ) Contract liabilities — non-current (883 ) (187 ) Net contract assets $ 16,966 $ 36,427 The components of contract assets are presented in the table below. September 30, 2020 December 31, 2019 Unbilled contract receivables, gross $ 12,761 $ 20,729 Retainage 23,469 28,344 Total contract assets 36,230 49,073 Less: current portion 28,416 42,014 Contract Assets – non-current $ 7,814 $ 7,059 The components of contract liabilities are presented in the table below. September 30, 2020 December 31, 2019 Billings in excess of costs $ 4,421 2,077 Advances from customers on uncompleted contracts 14,843 10,569 Total contract liabilities 19,264 12,646 Less: current portion 18,381 12,459 Contract liabilities – non-current $ 883 187 During the three and nine months ended September 30, 2020, the Company recognized $330 and 1,979 of sales related to its contract liabilities on January 1, 2020, respectively. During the three and nine months ended September 30, 2019, the Company recognized $1,903 and $6,381 of sales related to its contract liabilities on January 1, 2019, respectively. Remaining Performance Obligations As of September 30, 2020, the Company had $260.8 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, Letters of Intent or written mandates, 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 $86.2 million are expected to be recognized during the year ending December 31, 2020, $156.6 million during the year ending December 31, 2021 and the remaining $19.4 million thereafter. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7. Intangible Assets Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane-resistant glass in Florida. Also, it includes the intangibles acquired during the acquisition of GM&P. September 30, 2020 Gross Acc. Amort. Net Trade Names $ 980 $ (702 ) $ 278 Notice of Acceptances (NOAs), product designs and other intellectual property 8,924 (4,974 ) 3,950 Non-compete Agreement 165 (118 ) 47 Customer Relationships 4,140 (3,092 ) 1,048 Total $ 14,209 $ (8,886 ) $ 5,323 December 31, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (555 ) $ 425 Notice of Acceptances (NOAs), product designs and other intellectual property 8,903 (4,323 ) 4,580 Non-compete Agreement 165 (94 ) 71 Contract Backlog 3,090 (3,090 ) - Customer Relationships 4,140 (2,513 ) 1,627 Total $ 17,278 $ (10,575 ) $ 6,703 The weighted average amortization period is 5.4 years. During the nine months ended September 30, 2020 and 2019, the amortization expense amounted to $1,635 and $2,088, respectively, and was included within the general and administrative expenses in our Condensed Consolidated Statement of Operations. Amortization expense for the three months ended September 30, 2020 and 2019, the amortization expense amounted to $536 and $603, respectively The estimated aggregate amortization expense for each of the five succeeding years as of September 30, 2020 is as follows: Year ending (in thousands) 2020 $ 556 2021 2,108 2022 1,105 2023 794 2024 482 Thereafter 278 $ 5,323 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The Company’s debt is comprised of the following: September 30, 2020 December 31, 2019 Revolving lines of credit $ 9,493 $ 17,455 Finance lease 383 493 Unsecured senior note 210,000 210,000 Other loans 13,405 15,578 Syndicated loan 14,999 19,999 Less: Deferred cost of financing (1,900 ) (3,714 ) Total obligations under borrowing arrangements 246,380 259,811 Less: Current portion of long-term debt and other current borrowings 174 16,084 Long-term debt $ 246,206 $ 243,727 As a subsequent event, on October 30, 2020, we entered into a new $300 million Senior Secured Credit Facility, consisting of a $250 million delayed draw term loan and a $50 million committed revolving credit facility, with a maturity date of October 31, 2025. The Credit Facility has an accordion feature allowing the Company to increase the borrowing capacity to $325 million. We intend to use the net proceeds to repay all outstanding borrowings under our previous credit facilities. The Company’s existing $210 million unsecured senior notes, which bear interest at a rate of 8.2% and mature in 2022, are expected to be redeemed in full following a step down in redemption price at the end of January 2021. We plan to use the remaining proceeds and available cash for ongoing working capital needs and general corporate purposes. This new facility, with its improved pricing, should significantly reduce our cost of capital, including anticipated annual cash interest savings of approximately $11 million on current outstanding borrowings. The Company’s consolidated balance sheets as of September 30, 2020 reflects the effect of this refinancing of the Company’s current portion of long term debt and other current borrowings into long term debt based on the Company’s intent as of that date, as per guidance of ASC 470, which states that a short-term obligation shall be excluded from current liabilities if the entity intends to refinance the obligation on a long-term basis and the intent to refinance the short-term obligation on a long-term basis is supported by a post-balance-sheet-date closing of this credit agreement. As of September 30, 2020, and December 31, 2019, the Company had $245,943 and $259,574, respectively, of debt denominated in US Dollars with the remaining amounts denominated in Colombian Pesos. The Company had $6,430 and $6,979 of property, plant and equipment pledged as collateral for various lines of credit as of September 30, 2020 and December 31, 2019, respectively. The Company was obligated under various finance leases under which the aggregate present value of the minimum lease payments amounted to $383 and $493 as of September 30, 2020 and December 31, 2019, respectively. In line with this, the Company recorded right-of-use assets related to computing equipment for $199 and $378 as of September 30, 2020 and December 31, 2019, respectively. The lease agreements include terms to extend the lease, however the Company does not intend to extend its current leases. The weighted average remaining lease term approximates 2 years. The right-of-use assets’ depreciation and interest expense from the lease liability are recorded on our Condensed Consolidated Statement of Operations. Additionally, as of September 30, 2020, the Company had a commitment for $11 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during the current year that have not been capitalized due to their short-term nature. Rental expense from these leases is recognized on our Condensed Consolidated Statement of Operations as incurred. Maturities of long-term debt and other current borrowings, without the impact of repayments intended with proceed from the above described new $300 million Senior Secured Credit Facility, are as follows as of September 30, 2020: 2021 $ 3,276 2022 216,465 2023 14,176 2024 10,578 2025 2,389 Thereafter 1,396 Total $ 248,280 The Company’s loans have maturities ranging from a few weeks to 10 years. Our credit facilities bear interest at a weighted average of rate 7.37%. |
Hedging Activity and Fair Value
Hedging Activity and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Hedging Activity and Fair Value Measurements | Note 9. Hedging Activity and Fair Value Measurements Hedging Activity During the quarter ended September 30, 2019, we entered into several foreign currency non-delivery forward and collar contracts to hedge the fluctuations in the exchange rate between the Colombian Peso and the U.S. Dollar. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted Colombian Peso denominated costs and expenses. Guidance under the Financial Instruments Topic 825 of the Codification requires us to record our hedge contracts at fair value and consider our credit risk for contracts in a liability position, and our counter-party’s credit risk for contracts in an asset position, in determining fair value. We assess our counter-party’s risk of non-performance when measuring the fair value of financial instruments in an asset position by evaluating their financial position, including cash on hand, as well as their credit ratings. As of September 30, 2020, the fair value of foreign currency collar contracts was in a net liability position of $635. We had 14 outstanding collar contracts to exchange 14 million U.S. Dollars to Colombian Pesos through February 2021. We assessed the risk of non-performance of the Company to these contracts and determined it was insignificant and, therefore, did not record any adjustment to fair value as of September 30, 2020. We assess the effectiveness of our foreign currency collar contracts by comparing the change in the fair value of the collar contracts to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our foreign currency collar contracts is reported as a component of accumulated other comprehensive loss and is reclassified into earnings in the same line item in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. The amount of losses, net, recognized in the “accumulated other comprehensive loss” line item in the accompanying condensed consolidated balance sheet as of September 30, 2020, that we expect will be reclassified to earnings within the next eight months, is $635. The fair value of our foreign currency hedges is classified in the accompanying consolidated balance sheets as of September 30, 2020, are as follows: Derivative Assets Derivative Liabilities September 30, 2020 September 30, 2020 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments: Non-Delivery Collar Contracts Other current assets $ - Accrued liabilities $ (635 ) Total derivative instruments Total derivative assets $ - Total derivative liabilities $ (635 ) The fair value of our foreign currency hedges is classified in the accompanying consolidated balance sheets as of December 31, 2019, are as follows: Derivative Assets Derivative Liabilities December 31, 2019 December 31, 2019 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery forward and collar contracts Other current assets $ 749 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 749 Total derivative liabilities $ - The ending accumulated balance for the foreign currency collar contracts included in accumulated other comprehensive losses, net of tax, was $435 as of September 30, 2020, comprised of a derivative loss of $635 and an associated net tax benefit of $203. The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying condensed consolidated financial statements, for the three and nine months ended September 2020: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Non-delivery Collar Contracts $ (635 ) $ (1,390 ) Operating Revenues $ (610 ) $ (28 ) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or (Loss) Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Nine months Ended Nine months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Non-delivery Collar Contracts $ (7,242 ) $ (1,390 ) Operating Revenues $ 1,397 $ (28 ) Fair Value Measurements The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates in Colombia. As of September 30, 2020, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 8 - 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: September 30, 2020 December 31, 2019 Fair Value 256,631 259,814 Carrying Value 246,207 243,727 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The estimated combined state and federal income tax rate is estimated at a rate of 26.5% based on the recently enacted U.S. Tax Reform. Tecnoglass Inc. as well as all the other subsidiaries in the Cayman Islands do not currently have any tax obligations. The components of income tax expense are as follows: Three months ended Nine months ended 2020 2019 2020 2019 Current income tax United States $ (338 ) $ (146 ) $ (682 ) $ (1,561 ) Colombia (4,069 ) (4,411 ) (10,945 ) (12,169 ) (4,407 ) (4,557 ) (11,627 ) (13,730 ) Deferred income Tax United States 218 349 (38 ) 1,475 Colombia 910 4,474 7,644 3,665 1,128 4,823 7,606 5,140 Total income tax (provision) benefit $ (3,279 ) $ 266 $ (4,021 ) $ (8,590 ) Effective tax rate 28 % 17 % 42 % 39 % The weighted average statutory income tax rate for the three months ended September 30, 2020 and 2019 was 28% and 17%, respectively. The effective income tax rates of 42% and 39% for the nine months ended September 30, 2020 and 2019, respectively, reflect the impact of unrealized foreign currency transaction losses related to the remeasurement of long-term liabilities of our Colombian subsidiaries which are expected to be realized at a later year in which a lower income tax rate is expected to apply. The Company’s effective income tax rate of 17% for the quarter ended September 30, 2019 differs from the weighted average statutory rate primarily as a result of a 17.3% decrease related to permanent differences, a 10.8% decrease related to non-deductible expense, partially offset by unrealized foreign currency transaction losses which contribute to an increase of 12.1% in the reconciliation of effective income tax rate to statutory rate. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11. Related Parties The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Sales to related parties $ 329 $ 1,729 $ 1,873 $ 5,713 Fees paid to directors and officers $ 1,010 $ 836 $ 3,189 $ 2,658 Payments to other related parties $ 1,114 $ 964 $ 2,831 $ 2,797 September 30, 2020 December 31, 2019 Current Assets: Due from VS $ 6,717 $ 4,203 Due from other related parties 1,950 3,854 $ 8,667 $ 8,057 Long Term due from VS 726 1,786 Liabilities: Due to related parties - current $ 4,056 $ 4,415 Due to related parties – Non-current $ 639 $ 622 As of December 31, 2019, the Company also had a note payable which matured in 2022 related to the acquisition GM&P for $8,500 due to the former owner (“the Seller”), who holds shares of the Company and a management position within the Company. In August 2020, the outstanding balance of $9,605, including $1,105 accrued interest, was fully settled. Subsequently, the Company agreed to sell certain receivables of GM&P through a factoring agreement on a non-recourse basis to the Seller, receiving cash netted by a financial discount over the notional amount of the receivables sold. Ventana Solar S.A. (“VS”), a Panama S ociedad anónima, Payments to other related parties during the three and nine months ended September 30, 2020 and 2019 include the following: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Charitable contributions $ 255 $ 354 $ 817 $ 959 Sales commissions $ 364 $ 357 $ 911 $ 1,119 Charitable contributions are donations made to the Company’s foundation, Fundación Tecnoglass-ESW. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12. Shareholders’ Equity Dividends On September 14, 2020, the Company declared a regular quarterly dividend of $0.0275 per share, or $0.11 per share on an annualized basis, for the third quarter of 2020. The quarterly dividend will be paid in cash on October 20, 2020 to shareholders of record as of the close of business on September 30, 2020. Follow-on Equity Offering On March 25, 2019, the Company closed an underwritten follow-on public offering of 5,000,000 ordinary shares at a price to the public of $7.00 per share. As a result of this offering, the Company received net proceeds of $33,050 after deducting underwriting and other related fees, which were credited to share capital and additional paid in capital. Additionally, the Company granted the underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less the underwriting discount, which option was exercised on April 3, 2019 with respect to 551,423 ordinary shares. Proceeds from the offering were subsequently used to complete the joint venture transaction with Saint-Gobain discussed in “Note 4. Long-term Investments – Saint-Gobain Joint Venture.” Earnings per Share The following table sets forth the computation of the basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Numerator for basic and diluted earnings per shares Net Income (loss) $ 8,271 $ (1,319 ) $ 5,657 $ 13,672 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 46,117,631 46,291,032 46,117,631 44,395,504 Effect of dilutive securities and stock dividend - - - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 46,117,631 46,291,032 46,117,631 44,395,504 Basic earnings (loss) per ordinary share $ 0.18 $ (0.03 ) $ 0.12 $ 0.31 Diluted earnings (loss) per ordinary share $ 0.18 $ (0.03 ) $ 0.12 $ 0.31 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Commitments As of September 30, 2020, the Company had an outstanding obligation to purchase an aggregate of at least $12,215 of certain raw materials from a specific supplier before May 2026. On May 3, 2019, we consummated the joint venture agreement with Saint-Gobain whereby we acquired a 25.8% minority ownership interest in Vidrio Andino. The purchase price for our interest in this entity was $45 million, of which $34.1 was paid in cash, and $10.9 million is to be paid with a piece of land near our existing facility in Barranquilla, which we acquired in October 2020 from a related party and which was previously owned by members of our Chief Executive Officer´s family with a third party valuation was conducted to ensure arm´s length terms. On October 28, 2020 the land was paid for through the issuance of an aggregate of 1,557,142 ordinary shares of the Company, at $7.00 per share, which represented an approximate 33% premium based on last sale price on October 27, 2020.The land will be contributed once a complete assessment of the project timing is completed based on the overall market conditions as they relate to the ongoing COVID-19 pandemic. 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 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million to be paid between 2020 and 2021 if needed (based on debt availability). General Legal Matters From time to time, the Company is involved in legal matters arising in the regular course of business. Some disputes are derived directly from our construction projects, related to supply and installation, and even though deemed ordinary, they may involve significant monetary damages. We are also subject to other type of litigations arising from employment practices, worker’s compensation, automobile claims and general liability. It is very difficult to predict precisely what the outcome of these litigations might be. However, with the information at our disposition as this time, there are no indications that such claims will result in a material adverse effect on the business, financial condition or results of operations of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On October 30, 2020, the Company entered into a new $300 million Senior Secured Credit Facility, consisting of a $250 million delayed draw term loan and a $50 million committed revolving credit facility, with a maturity date on October 31, 2025. The Credit Facility has an accordion feature allowing the Company to increase the borrowing capacity to $325 million. Until March 31, 2021, the Credit Facility will bear interest at a rate of LIBOR, with a 0.75% floor, plus a spread of 3.00%. Thereafter, the applicable spread will have a range between 2.50% and 3.50%, based on the Company’s net leverage ratio. The Company’s consolidated balance sheets as of September 30, 2020 reflects the effect of this refinance of the Company’s current portion of long term debt and other current borrowings into long term debt based on the Company’s intent as of that date, as per guidance of ASC 470, which states that a short-term obligation shall be excluded from current liabilities if the entity intends to refinance the obligation on a long-term basis and the intent to refinance the short-term obligation on a long-term basis is supported by a post-balance-sheet-date closing of this credit agreement. On October 28, 2020 the Company acquired a lot of land from a related party owned by members of our Chief Executive Officer´s family to be contributed as payment for the Saint Gobain Joint Venture further discussed in Note 3. The land was paid for through the issuance of 1,557,142 ordinary shares of the Company, at $7.00 per share, which represented an approximate 33% premium based on the last sale price on October 27, 2020. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions and conditions. Estimates inherent in the preparation of these unaudited condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets. Changes in estimates are reflected in the periods during which they become known. Actual amounts may differ from these estimates and could differ materially. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the financial position, results of operations and cash flows for the period presented, and are of a normal, recurring nature. The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window product sold to the construction industry. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”), ES Windows LLC (“ESW LLC”), Tecnoglass LLC (“Tecno LLC”), Tecno RE LLC (“Tecno RE”), GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC (“Componenti”) and ES Metals SAS (“ES Metals”), which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the consolidated balance sheet are reclassified into the consolidated statement of income in the same period or periods during which the hedged transactions are settled. |
Impairment | Impairment We review goodwill and long-lived assets for impairment each year on December 31 st Based on our analysis as of September 30, 2020 we concluded that no impairment needs to be recorded to our goodwill using the market approach as the market capitalization of our company, which has a single reporting unit, exceeds the book value of shareholders equity. Based on our analysis as of September 30, 2020 we concluded that no impairment needs to be recorded to our long-lived assets as their carrying value are below their realizable values based on projected future cashflows estimated with assumptions deemed reasonable by management based on information currently available. The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company’s market capitalization, and general industry, market and macro-economic conditions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the allowance for credit losses accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new model is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, (with early application permitted). The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that will postpone the effective date to the year beginning after December 15, 2022. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842), which amends SEC Staff Accounting Bulletin No. 119 (SAB119) which contains interpretative guidance from the SEC aligned to the FASB’s ASC 326. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 8485): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The amendments in this Update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this Update is effective for the Company on December 31, 2022 with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. |
Revised Presentation of State_2
Revised Presentation of Statement of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Difference Between Prior and Current Presentation of Condensed Consolidated Statement of Cash Flows | The revisions to the Condensed Consolidated Statement of Cashflows as of September 30, 2019, which had no effect on the net change in cash and cash equivalents, are summarized in the following table: Nine months ended September 30, 2019 As previously reported Revision adjustment As revised CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 7,548 $ 1,680 $ 9,228 CASH USED IN INVESTING ACTIVITIES (54,301 ) 138 (54,163 ) CASH PROVIDED BY FINANCING ACTIVITIES 56,476 (1,821 ) 54,655 Effect of exchange rate changes on cash and cash equivalents $ (1,024 ) $ 2 $ (1,021 ) NET INCREASE (DECREASE) IN CASH 8,699 - 8,699 CASH - Beginning of period 33,040 - 33,040 CASH - End of period $ 41,739 $ - $ 41,739 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | September 30, 2020 December 31, 2019 Raw materials $ 42,125 $ 44,175 Work in process 18,131 24,262 Finished goods 5,245 5,203 Stores and spares 7,614 8,130 Packing material 717 981 73,832 82,751 Less: Inventory allowance (69 ) (37 ) $ 73,763 $ 82,714 |
Revenues, Contract Assets and_2
Revenues, Contract Assets and Contract Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Disaggregation by Revenue | The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows. Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Fixed price contracts $ 27,307 $ 37,352 $ 73,867 $ 126,249 Product sales 76,002 71,118 198,682 203,272 Total Revenues $ 103,309 $ 108,470 $ 272,549 $ 329,521 |
Schedule of Geographical Information of Revenue from External Customer | The following table presents geographical information about revenues. Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Colombia $ 5,650 $ 13,037 $ 13,942 $ 38,190 United States 95,680 92,848 253,626 284,208 Panama 20 668 850 2,344 Other 1,959 1,917 4,131 4,779 Total Revenues $ 103,309 $ 108,470 $ 272,549 $ 329,521 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). September 30, 2020 December 31, 2019 Contract assets — current $ 28,416 $ 42,014 Contract assets — non-current 7,814 7,059 Contract liabilities — current (18,381 ) (12,459 ) Contract liabilities — non-current (883 ) (187 ) Net contract assets $ 16,966 $ 36,427 |
Contract Liabilities [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract liabilities are presented in the table below. September 30, 2020 December 31, 2019 Billings in excess of costs $ 4,421 2,077 Advances from customers on uncompleted contracts 14,843 10,569 Total contract liabilities 19,264 12,646 Less: current portion 18,381 12,459 Contract liabilities – non-current $ 883 187 |
Contract Assets [Member] | |
Schedule of Contract Assets and Liabilities | The components of contract assets are presented in the table below. September 30, 2020 December 31, 2019 Unbilled contract receivables, gross $ 12,761 $ 20,729 Retainage 23,469 28,344 Total contract assets 36,230 49,073 Less: current portion 28,416 42,014 Contract Assets – non-current $ 7,814 $ 7,059 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane-resistant glass in Florida. Also, it includes the intangibles acquired during the acquisition of GM&P. September 30, 2020 Gross Acc. Amort. Net Trade Names $ 980 $ (702 ) $ 278 Notice of Acceptances (NOAs), product designs and other intellectual property 8,924 (4,988 ) 3,936 Non-compete Agreement 165 (118 ) 47 Customer Relationships 4,140 (3,092 ) 1,048 Total $ 14,209 $ (8,900 ) $ 5,309 December 31, 2019 Gross Acc. Amort. Net Trade Names $ 980 $ (555 ) $ 425 Notice of Acceptances (NOAs), product designs and other intellectual property 8,903 (4,323 ) 4,580 Non-compete Agreement 165 (94 ) 71 Contract Backlog 3,090 (3,090 ) - Customer Relationships 4,140 (2,513 ) 1,627 Total $ 17,278 $ (10,575 ) $ 6,703 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for each of the five succeeding years as of September 30, 2020 is as follows: Year ending (in thousands) 2020 $ 542 2021 2,108 2022 1,105 2023 794 2024 482 Thereafter 278 $ 5,309 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt is comprised of the following: September 30, 2020 December 31, 2019 Revolving lines of credit $ 9,493 $ 17,455 Finance lease 383 493 Unsecured senior note 210,000 210,000 Other loans 13,405 15,578 Syndicated loan 14,999 19,999 Less: Deferred cost of financing (1,900 ) (3,714 ) Total obligations under borrowing arrangements 246,380 259,811 Less: Current portion of long-term debt and other current borrowings 174 16,084 Long-term debt $ 246,206 $ 243,727 |
Schedule of Maturities of Long Term Debt | Maturities of long-term debt and other current borrowings, without the impact of repayments intended with proceed from the above described new $300 million Senior Secured Credit Facility, are as follows as of September 30, 2020: 2021 $ 3,276 2022 216,465 2023 14,176 2024 10,578 2025 2,389 Thereafter 1,396 Total $ 248,280 |
Hedging Activity and Fair Val_2
Hedging Activity and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Foreign Currency Hedges | The fair value of our foreign currency hedges is classified in the accompanying consolidated balance sheets as of September 30, 2020, are as follows: Derivative Assets Derivative Liabilities September 30, 2020 September 30, 2020 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments: Non-Delivery Collar Contracts Other current assets $ - Accrued liabilities $ (635 ) Total derivative instruments Total derivative assets $ - Total derivative liabilities $ (635 ) The fair value of our foreign currency hedges is classified in the accompanying consolidated balance sheets as of December 31, 2019, are as follows: Derivative Assets Derivative Liabilities December 31, 2019 December 31, 2019 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery forward and collar contracts Other current assets $ 749 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 749 Total derivative liabilities $ - |
Schedule of Gains (Losses) on Derivative Financial Instruments | The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying condensed consolidated financial statements, for the three and nine months ended September 2020: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Non-delivery Collar Contracts $ (635 ) $ (1,390 ) Operating Revenues $ (610 ) $ (28 ) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Location of Gain or (Loss) Reclassified from Accumulated Amount of Gain or (Loss) Reclassified from Recognized in OCI (Loss) on OCI (Loss) into Accumulated Derivatives Income OCI (Loss) into Income Nine months Ended Nine months Ended September 30, September 30, September 30, September 30, 2020 2019 2020 2019 Non-delivery Collar Contracts $ (7,242 ) $ (1,390 ) Operating Revenues $ 1,397 $ (28 ) |
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: September 30, 2020 December 31, 2019 Fair Value 256,631 259,814 Carrying Value 246,207 243,727 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows: Three months ended Nine months ended 2020 2019 2020 2019 Current income tax United States $ (338 ) $ (146 ) $ (682 ) $ (1,561 ) Colombia (4,069 ) (4,411 ) (10,945 ) (12,169 ) (4,407 ) (4,557 ) (11,627 ) (13,730 ) Deferred income Tax United States 218 349 (38 ) 1,475 Colombia 910 4,474 7,644 3,665 1,128 4,823 7,606 5,140 Total income tax (provision) benefit $ (3,279 ) $ 266 $ (4,021 ) $ (8,590 ) Effective tax rate 28 % 17 % 42 % 39 % |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Sales to related parties $ 329 $ 1,729 $ 1,873 $ 5,713 Fees paid to directors and officers $ 1,010 $ 836 $ 3,189 $ 2,658 Payments to other related parties $ 1,114 $ 964 $ 2,831 $ 2,797 September 30, 2020 December 31, 2019 Current Assets: Due from VS $ 6,717 $ 4,203 Due from other related parties 1,950 3,854 $ 8,667 $ 8,057 Long Term due from VS 726 1,786 Liabilities: Due to related parties - current $ 4,056 $ 4,415 Due to related parties – Non-current $ 639 $ 622 |
Schedule of Payments to Other Related Parties | Payments to other related parties during the three and nine months ended September 30, 2020 and 2019 include the following: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Charitable contributions $ 255 $ 354 $ 817 $ 959 Sales commissions $ 364 $ 357 $ 911 $ 1,119 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 three and nine months ended September 30, 2020 and 2019: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Numerator for basic and diluted earnings per shares Net Income (loss) $ 8,271 $ (1,319 ) $ 5,657 $ 13,672 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 46,117,631 46,291,032 46,117,631 44,395,504 Effect of dilutive securities and stock dividend - - - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 46,117,631 46,291,032 46,117,631 44,395,504 Basic earnings (loss) per ordinary share $ 0.18 $ (0.03 ) $ 0.12 $ 0.31 Diluted earnings (loss) per ordinary share $ 0.18 $ (0.03 ) $ 0.12 $ 0.31 |
Revised Presentation of State_3
Revised Presentation of Statement of Cash Flows - Summary of Difference Between Prior and Current Presentation of Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Significant Accounting Policies [Line Items] | ||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ 51,024 | $ 9,229 |
CASH USED IN INVESTING ACTIVITIES | (13,451) | (54,162) |
CASH PROVIDED BY FINANCING ACTIVITIES | (15,239) | 54,655 |
Effect of exchange rate changes on cash and cash equivalents | (765) | (1,023) |
NET INCREASE (DECREASE) IN CASH | 21,569 | 8,699 |
CASH - Beginning of period | 47,862 | 33,040 |
CASH - End of period | $ 69,431 | 41,739 |
Originally reported [Member] | ||
Significant Accounting Policies [Line Items] | ||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 7,548 | |
CASH USED IN INVESTING ACTIVITIES | (54,301) | |
CASH PROVIDED BY FINANCING ACTIVITIES | 56,476 | |
Effect of exchange rate changes on cash and cash equivalents | (1,024) | |
NET INCREASE (DECREASE) IN CASH | 8,699 | |
CASH - Beginning of period | 33,040 | |
CASH - End of period | 41,739 | |
Revision adjustment [Member] | ||
Significant Accounting Policies [Line Items] | ||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 1,680 | |
CASH USED IN INVESTING ACTIVITIES | 138 | |
CASH PROVIDED BY FINANCING ACTIVITIES | (1,821) | |
Effect of exchange rate changes on cash and cash equivalents | 2 | |
NET INCREASE (DECREASE) IN CASH | ||
CASH - Beginning of period | ||
CASH - End of period |
Long-Term Investments (Details
Long-Term Investments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 28, 2020 | Oct. 28, 2020 | May 03, 2019 | Jan. 11, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 |
Issuance of ordinary per shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary Shares [Member] | |||||||||||||
Issuance of ordinary shares | 551,423 | 5,000,000 | |||||||||||
ESMetals [Member] | |||||||||||||
Equity method investment, ownership percentage | 70.00% | ||||||||||||
ESMetals [Member] | Maximum [Member] | |||||||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||||||
Saint-Gobain Joint Venture Agreement [Member] | Subsequent Event [Member] | Ordinary Shares [Member] | |||||||||||||
Issuance of ordinary shares | 1,557,142 | 1,557,142 | |||||||||||
Issuance of ordinary per shares | $ 7 | $ 7 | |||||||||||
Premium percentage | 33.00% | 33.00% | |||||||||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | |||||||||||||
Minority ownership interest | 25.80% | 25.80% | |||||||||||
Purchase price for acquiring minority interest | $ 45,000 | $ 45,000 | |||||||||||
Cash consideration paid for acquisition of minority interest | 34,100 | 34,100 | |||||||||||
Recorded current liabilities in relation to acquisition | 10,900 | ||||||||||||
Recorded investments in relation to acquisition | $ 45,000 | ||||||||||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | Land [Member] | |||||||||||||
Recorded current liabilities in relation to acquisition | $ 10,900 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,125 | $ 44,175 |
Work in process | 18,131 | 24,262 |
Finished goods | 5,245 | 5,203 |
Stores and spares | 7,614 | 8,130 |
Packing material | 717 | 981 |
Total Inventories, gross | 73,832 | 82,751 |
Less: Inventory allowance | (69) | (37) |
Total inventories, net | $ 73,763 | $ 82,714 |
Revenues, Contract Assets and_3
Revenues, Contract Assets and Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales related to contract liabilities | $ 330 | $ 1,903 | $ 1,979 | $ 6,381 | ||
Remaining performance obligation | $ 260,800 | $ 260,800 | ||||
Performance obligation, percentage | 100.00% | 100.00% | ||||
Forecast [Member] | ||||||
Remaining performance obligation | $ 156,600 | $ 86,200 | ||||
Forecast [Member] | Thereafter [Member] | ||||||
Remaining performance obligation | $ 19,400 |
Revenues, Contract Assets and_4
Revenues, Contract Assets and Contract Liabilities - Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues | $ 103,309 | $ 108,470 | $ 272,549 | $ 329,521 |
Fixed Price Contracts [Member] | ||||
Total Revenues | 27,307 | 37,352 | 73,867 | 126,249 |
Product Sales [Member] | ||||
Total Revenues | $ 76,002 | $ 71,118 | $ 198,682 | $ 203,272 |
Revenues, Contract Assets and_5
Revenues, Contract Assets and Contract Liabilities - Schedule of Geographical Information of Revenue from External Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues | $ 103,309 | $ 108,470 | $ 272,549 | $ 329,521 |
Colombia [Member] | ||||
Total Revenues | 5,650 | 13,037 | 13,942 | 38,190 |
United States [Member] | ||||
Total Revenues | 95,680 | 92,848 | 253,626 | 284,208 |
Panama [Member] | ||||
Total Revenues | 20 | 668 | 850 | 2,344 |
Other [Member] | ||||
Total Revenues | $ 1,959 | $ 1,917 | $ 4,131 | $ 4,779 |
Revenues, Contract Assets and_6
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating revenues: | ||
Contract assets - current | $ 28,416 | $ 42,014 |
Contract assets - non-current | 7,814 | 7,059 |
Contract liabilities - current | (18,381) | (12,459) |
Contract liabilities - non-current | (883) | (187) |
Net contract assets | $ 16,966 | $ 36,427 |
Revenues, Contract Assets and_7
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating revenues: | ||
Unbilled contract receivables, gross | $ 12,761 | $ 20,729 |
Retainage | 23,469 | 28,344 |
Total contract assets | 36,230 | 49,073 |
Less: current portion | 28,416 | 42,014 |
Contract Assets - non-current | $ 7,814 | $ 7,059 |
Revenues, Contract Assets and_8
Revenues, Contract Assets and Contract Liabilities - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating revenues: | ||
Billings in excess of costs | $ 4,421 | $ 2,077 |
Advances from customers on uncompleted contracts | 14,843 | 10,569 |
Total contract liabilities | 19,264 | 12,646 |
Less: current portion | 18,381 | 12,459 |
Contract liabilities - non-current | $ 883 | $ 187 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Weighted average amortization period | 5 years 4 months 24 days | |||
Amortization expense | $ 536 | $ 603 | $ 1,635 | $ 2,088 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Income Tax [Line Items] | ||
Intangible assets, Gross | $ 14,209 | $ 17,278 |
Accumulated Amortization | (8,886) | (10,575) |
Total | 5,323 | 6,703 |
Trade Names [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 980 | 980 |
Accumulated Amortization | (702) | (555) |
Total | 278 | 425 |
Notice of Acceptances (NOAs), Product Designs and Other Intellectual Property [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 8,924 | 8,903 |
Accumulated Amortization | (4,974) | (4,323) |
Total | 3,950 | 4,580 |
Non-compete Agreement [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 165 | 165 |
Accumulated Amortization | (118) | (94) |
Total | 47 | 71 |
Customer Relationships [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 4,140 | 4,140 |
Accumulated Amortization | (3,092) | (2,513) |
Total | $ 1,048 | 1,627 |
Contract Backlog [Member] | ||
Income Tax [Line Items] | ||
Intangible assets, Gross | 3,090 | |
Accumulated Amortization | (3,090) | |
Total |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 556 | |
2021 | 2,108 | |
2022 | 1,105 | |
2023 | 794 | |
2024 | 482 | |
Thereafter | 278 | |
Total | $ 5,323 | $ 6,703 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Oct. 30, 2020 | Oct. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Loan maturity period | Few weeks to 10 years | |||
Debt face amount | $ 245,943 | $ 259,574 | ||
Present value of minimum lease payments | 383 | 493 | ||
Right-of-use assets | $ 199 | 378 | ||
Weighted average remaining lease term | 2 years | |||
Payments for rent | $ 11 | |||
Debt, weighted average interest rate | 7.37% | |||
Subsequent Event [Member] | ||||
Current outstanding borrowings | $ 11,000 | $ 11,000 | ||
Subsequent Event [Member] | UnSecured Senior Notes [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 210,000 | $ 210,000 | ||
Bear interest rate | 8.20% | 8.20% | ||
Loan maturity period | The Company's existing $210 million unsecured senior notes, which bear interest at a rate of 8.2% and mature in 2022, are expected to be redeemed in full following a step down in redemption price at the end of January 2021. | |||
Subsequent Event [Member] | Draw Term Loan [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 250,000 | $ 250,000 | ||
Senior Secured Credit Facility [Member] | Subsequent Event [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | 300,000 | ||
Maturity date | Oct. 31, 2025 | |||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | 50,000 | ||
Increase borrowing capacity | $ 325,000 | $ 325,000 | ||
Property, Plant and Equipment [Member] | ||||
Debt instrument, collateral amount | $ 6,430 | $ 6,979 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Revolving lines of credit | $ 9,493 | $ 17,455 |
Finance lease | 383 | 493 |
Unsecured senior note | 210,000 | 210,000 |
Other loans | 13,405 | 15,578 |
Syndicated loan | 14,999 | 19,999 |
Less: Deferred cost of financing | (1,900) | (3,714) |
Total obligations under borrowing arrangements | 246,380 | 259,811 |
Less: Current portion of long-term debt and other current borrowings | 174 | 16,084 |
Long-term debt | $ 246,206 | $ 243,727 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 3,276 | |
2022 | 216,465 | |
2023 | 14,176 | |
2024 | 10,578 | |
2025 | 2,389 | |
Thereafter | 1,396 | |
Total obligations under borrowing arrangements | $ 246,380 | $ 259,811 |
Hedging Activity and Fair Val_3
Hedging Activity and Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accumulated other comprehensive income net of tax | $ (59,150) | $ (39,264) |
Loss on foreign currency fair value hedge derivative loss | 635 | |
Derivatives used in net investment hedge, tax (benefit) | 203 | |
Accumulated Other Comprehensive Loss [Member] | With in Next Eight Months [Member] | ||
Reclassified earnings, expected | 635 | |
Collar Contracts [Member] | ||
Foreign currency fair value hedge asset at fair value | $ 635 | |
Foreign currency fair value hedge activities, description | We had 14 outstanding collar contracts to exchange 14 million U.S. Dollars to Colombian Pesos through February 2021. | |
Accumulated other comprehensive income net of tax | $ 435 |
Hedging Activity and Fair Val_4
Hedging Activity and Fair Value Measurements - Schedule of Fair Value of Foreign Currency Hedges (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Non-Delivery Collar Contracts [Member] | ||
Total derivative assets | ||
Total derivative liabilities | (635) | |
Non-Delivery Collar Contracts [Member] | Other Current Assets [Member] | ||
Total derivative assets | ||
Non-Delivery Collar Contracts [Member] | Accrued Liabilities [Member] | ||
Total derivative liabilities | $ (635) | |
Non-Delivery Forward and Collar Contracts [Member] | ||
Total derivative assets | $ 749 | |
Total derivative liabilities | ||
Non-Delivery Forward and Collar Contracts [Member] | Other Current Assets [Member] | ||
Total derivative assets | 749 | |
Non-Delivery Forward and Collar Contracts [Member] | Accrued Liabilities [Member] | ||
Total derivative liabilities |
Hedging Activity and Fair Val_5
Hedging Activity and Fair Value Measurements - Schedule of Gains (Losses) on Derivative Financial Instruments (Details) - Non-Delivery Collar Contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | $ (635) | $ (1,390) | $ (7,242) | $ (1,390) |
Amount of gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | $ (610) | $ (28) | $ 1,397 | $ (28) |
Hedging Activity and Fair Val_6
Hedging Activity and Fair Value Measurements - Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Value | $ 246,380 | $ 259,811 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value | 256,631 | 259,814 |
Carrying Value | $ 246,207 | $ 243,727 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation, percent | 17.00% | 26.50% | |
Weighted average statutory income tax rate | 28.00% | 17.00% | |
Unrealized foreign currency transaction losses | 0.42 | 0.39 | 0.42 |
Weighted average statutory rate primarily | 17.30% | ||
Effective income tax rate reconciliation non deductable expenses percent | 10.80% | ||
Increased effective income tax rate to statutory rate | 12.10% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax, United States | $ (338) | $ (146) | $ (682) | $ (1,561) |
Current income tax, Colombia | (4,069) | (4,411) | (10,945) | (12,169) |
Total current income tax | (4,407) | (4,557) | (11,627) | (13,730) |
Deferred income Tax, United States | 218 | 349 | (38) | 1,475 |
Deferred income Tax, Colombia | 910 | 4,474 | 7,644 | 3,665 |
Total deferred income tax | 1,128 | 4,823 | 7,606 | 5,140 |
Total income tax benefit (provision) | $ (3,279) | $ 266 | $ (4,021) | $ (8,590) |
Effective tax rate | 28.00% | 17.00% | 42.00% | 39.00% |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 31, 2020 | |
Notes payable maturity description | Few weeks to 10 years | |||||
Long-term payable associated to GM&P acquisition | $ 8,500 | |||||
Sales revenue from related party | 329 | $ 1,729 | 1,873 | $ 5,713 | ||
Ventanas Solar SA [Member] | ||||||
Sales revenue from related party | $ 16 | $ 631 | $ 810 | $ 1,119 | ||
CEO, COO and Other Related Parties [Member] | ||||||
Equity percentage | 100.00% | 100.00% | ||||
GM&P [Member] | ||||||
Notes payable maturity description | The Company also had a note payable which matured in 2022 | |||||
Long-term payable associated to GM&P acquisition | $ 9,605 | |||||
Accrued interest | $ 1,105 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||||
Sales to related parties | $ 329 | $ 1,729 | $ 1,873 | $ 5,713 | |
Fees paid to directors and officers | 1,010 | 836 | 3,189 | 2,658 | |
Payments to other related parties | 1,114 | $ 964 | 2,831 | $ 2,797 | |
Due from VS | 6,717 | 6,717 | $ 4,203 | ||
Due from other related parties | 1,950 | 1,950 | 3,854 | ||
Due from related parties, current | 8,667 | 8,667 | 8,057 | ||
Long Term due from VS | 726 | 726 | 1,786 | ||
Due to related parties - current | 4,056 | 4,056 | 4,415 | ||
Due to related parties - Non current | $ 639 | $ 639 | $ 622 |
Related Parties - Schedule of P
Related Parties - Schedule of Payments to Other Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Payment to other related parties | $ 1,114 | $ 964 | $ 2,831 | $ 2,797 |
Charitable Contributions [Member] | ||||
Payment to other related parties | 255 | 354 | 817 | 959 |
Sales Commissions [Member] | ||||
Payment to other related parties | $ 364 | $ 357 | $ 911 | $ 1,119 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2019 | Mar. 25, 2019 | Sep. 30, 2020 |
Follow-on Equity Offering [Member] | |||
Sale of stock, number of shares issued in transaction | 5,000,000 | ||
Sale of stock, price per share | $ 7 | ||
Proceeds from offering | $ 33,050 | ||
Follow-on Equity Offering [Member] | Underwriters [Member] | |||
Number of options to purchase additional ordinary shares | 750,000 | ||
Number of options exercises in period | 551,423 | ||
Quarterly Rate [Member] | |||
Dividend rate per share | $ 0.0275 | ||
Annual Basis [Member] | |||
Dividend rate per share | $ 0.11 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||||||||
Net income (loss) | $ 8,271 | $ 16,054 | $ (18,668) | $ (1,319) | $ 7,660 | $ 7,331 | $ 5,657 | $ 13,672 |
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 | ||||
Effect of dilutive securities and stock dividend | ||||||||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 | ||||
Basic earnings (loss) per ordinary share | $ 0.18 | $ (0.03) | $ 0.12 | $ 0.31 | ||||
Diluted earnings (loss) per ordinary share | $ 0.18 | $ (0.03) | $ 0.12 | $ 0.31 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 28, 2020 | Oct. 28, 2020 | May 03, 2019 | Jan. 11, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Purchase of aggregate raw material | $ 12,215 | |||||||||||
Ordinary shares per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary Shares [Member] | ||||||||||||
Issuance of aggregate of ordinary shares | 551,423 | 5,000,000 | ||||||||||
Saint-Gobain Joint Venture Agreement [Member] | Subsequent Event [Member] | Ordinary Shares [Member] | ||||||||||||
Issuance of aggregate of ordinary shares | 1,557,142 | 1,557,142 | ||||||||||
Ordinary shares per share | $ 7 | $ 7 | ||||||||||
Premium percentage | 33.00% | 33.00% | ||||||||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | ||||||||||||
Minority ownership interest | 25.80% | 25.80% | ||||||||||
Purchase price for acquiring minority interest | $ 45,000 | $ 45,000 | ||||||||||
Payments to acquire businesses, gross | 34,100 | $ 34,100 | ||||||||||
Business combination, consideration transferred | $ 10,900 | |||||||||||
Business combination, consideration description | 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 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million to be paid between 2020 and 2021 if needed (based on debt availability). | |||||||||||
Additional contribution paid | $ 12,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 30, 2020 | Oct. 30, 2020 | Oct. 28, 2020 | Oct. 28, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Issuance of ordinary per shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary Shares [Member] | ||||||||||||
Issuance of ordinary shares | 551,423 | 5,000,000 | ||||||||||
Subsequent Event [Member] | Saint-Gobain Joint Venture Agreement [Member] | Ordinary Shares [Member] | ||||||||||||
Issuance of ordinary shares | 1,557,142 | 1,557,142 | ||||||||||
Issuance of ordinary per shares | $ 7 | $ 7 | ||||||||||
Premium percentage | 33.00% | 33.00% | ||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Variable interest rate | 250.00% | |||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Variable interest rate | 350.00% | |||||||||||
Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt instruments bear interest rate | 0.75% | 0.75% | ||||||||||
Variable interest rate | 3.00% | |||||||||||
Subsequent Event [Member] | Draw Term Loan [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000 | $ 250,000 | ||||||||||
Senior Secured Credit Facility [Member] | Subsequent Event [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | 300,000 | ||||||||||
Maturity date | Oct. 31, 2025 | |||||||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | 50,000 | ||||||||||
Increase borrowing capacity | $ 325,000 | $ 325,000 |