Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35436 | |
Entity Registrant Name | TECNOGLASS INC. | |
Entity Central Index Key | 0001534675 | |
Entity Tax Identification Number | 98-1271120 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Avenida Circunvalar a 100 mts de la Via 40 | |
Entity Address, Address Line Two | Barrio Las Flores | |
Entity Address, City or Town | Barranquilla | |
Entity Address, Country | CO | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | (57)(5) | |
Local Phone Number | 3734000 | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | TGLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,674,773 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 85,160 | $ 66,899 |
Investments | 2,235 | 2,387 |
Trade accounts receivable, net | 90,033 | 88,368 |
Due from related parties | 7,420 | 8,574 |
Inventories | 71,317 | 80,742 |
Contract assets – current portion | 23,530 | 26,288 |
Other current assets | 13,537 | 13,545 |
Total current assets | 293,232 | 286,803 |
Long-term assets: | ||
Property, plant and equipment, net | 141,967 | 152,266 |
Deferred income taxes | 1,989 | 268 |
Contract assets – non-current | 11,023 | 10,228 |
Due from related parties - long term | 121 | 484 |
Long-term trade accounts receivable | 3,435 | 2,985 |
Intangible assets | 4,713 | 5,112 |
Goodwill | 23,561 | 23,561 |
Long-term investments | 48,626 | 47,535 |
Other long-term assets | 3,942 | 2,783 |
Total long-term assets | 239,377 | 245,222 |
Total assets | 532,609 | 532,025 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 13,748 | 1,764 |
Trade accounts payable and accrued expenses | 44,969 | 42,178 |
Accrued interest expense | 6 | 7,175 |
Due to related parties | 4,333 | 4,750 |
Dividends payable | 1,352 | 1,352 |
Contract liability – current portion | 29,287 | 24,694 |
Other current liabilities | 9,778 | 9,630 |
Total current liabilities | 103,473 | 91,543 |
Long-term liabilities: | ||
Deferred income taxes | 1,735 | 3,170 |
Long-term liabilities from related parties | 651 | 645 |
Contract liability – non-current | 999 | 977 |
Long-term debt | 221,635 | 222,722 |
Total long-term liabilities | 225,020 | 227,514 |
Total liabilities | 328,493 | 319,057 |
SHAREHOLDERS’ EQUITY | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 47,674,773 and 47,674,773 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 5 | 5 |
Legal Reserves | 2,273 | 2,273 |
Additional paid-in capital | 219,290 | 219,290 |
Retained earnings | 41,181 | 34,326 |
Accumulated other comprehensive (loss) | (59,305) | (43,512) |
Shareholders’ equity attributable to controlling interest | 203,444 | 212,382 |
Shareholders’ equity attributable to non-controlling interest | 672 | 586 |
Total shareholders’ equity | 204,116 | 212,968 |
Total liabilities and shareholders’ equity | $ 532,609 | $ 532,025 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 stock, 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 | 47,674,773 | 47,674,773 |
Ordinary shares, shares outstanding | 47,674,773 | 47,674,773 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating revenues: | ||
Total operating revenues | $ 110,880 | $ 87,298 |
Cost of sales | 65,737 | 56,871 |
Gross profit | 45,143 | 30,427 |
Operating expenses: | ||
Selling expense | (11,081) | (9,668) |
General and administrative expense | (8,669) | (7,610) |
Total operating expenses | (19,750) | (17,278) |
Operating income | 25,393 | 13,149 |
Non-operating income (expenses), net | 159 | (101) |
Equity method income | 1,091 | 260 |
Foreign currency transactions losses | (45) | (32,466) |
Loss on extinguishment of debt | (11,147) | |
Interest expense and deferred cost of financing | (3,522) | (5,643) |
Income (loss) before taxes | 11,929 | (24,801) |
Income tax (provision) benefit | (3,677) | 6,133 |
Net income (loss) | 8,252 | (18,668) |
Income attributable to non-controlling interest | (86) | (98) |
Income (Loss) attributable to parent | 8,166 | (18,766) |
Comprehensive income: | ||
Net income (loss) | 8,252 | (18,668) |
Foreign currency translation adjustments | (15,634) | (19,288) |
Change in fair value derivative contracts | (159) | (4,065) |
Total comprehensive income | (7,541) | (42,021) |
Comprehensive income attributable to non-controlling interest | (86) | (98) |
Total comprehensive income (loss) attributable to parent | $ (7,627) | $ (42,119) |
Basic income (loss) per share | $ 0.17 | $ (0.40) |
Diluted income (loss) per share | $ 0.17 | $ (0.40) |
Basic weighted average common shares outstanding | 47,674,773 | 46,117,631 |
Diluted weighted average common shares outstanding | 47,674,773 | 46,117,631 |
External Customers [Member] | ||
Operating revenues: | ||
Total operating revenues | $ 110,259 | $ 86,106 |
Related Parties [Member] | ||
Operating revenues: | ||
Total operating revenues | $ 621 | $ 1,192 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 8,252 | $ (18,668) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Allowance for bad debts | 537 | 368 |
Depreciation and amortization | 5,289 | 5,241 |
Deferred income taxes | 704 | (9,031) |
Equity method income | (1,091) | (260) |
Deferred cost of financing | 255 | 440 |
Other non-cash adjustments | (3) | 40 |
Debt extinguishment | 2,333 | |
Unrealized currency translation losses | 2,411 | 37,533 |
Changes in operating assets and liabilities: | ||
Trade accounts receivables | (3,419) | 664 |
Inventories | 2,564 | (2,848) |
Prepaid expenses | (592) | 69 |
Other assets | (3,933) | (4,940) |
Trade accounts payable and accrued expenses | 12,911 | (6,274) |
Accrued interest expense | (7,169) | (4,546) |
Taxes payable | 1,699 | 3,113 |
Labor liabilities | (559) | (1,270) |
Contract assets and liabilities | 7,849 | 2,352 |
Related parties | 926 | (1,435) |
CASH PROVIDED BY OPERATING ACTIVITIES | 28,964 | 548 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 193 | |
Purchase of investments | (42) | (137) |
Acquisition of property and equipment | (5,696) | (6,469) |
CASH USED IN INVESTING ACTIVITIES | (5,738) | (6,413) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash dividend | (1,311) | |
Debt extinguishment - Call Premium | (8,610) | |
Deferred financing transaction costs | (89) | |
Proceeds from debt | 221,118 | 14,353 |
Repayments of debt | (213,180) | (15,073) |
CASH USED IN FINANCING ACTIVITIES | (2,072) | (720) |
Effect of exchange rate changes on cash and cash equivalents | (2,893) | (4,453) |
NET INCREASE (DECREASE) IN CASH | 18,261 | (11,038) |
CASH - Beginning of period | 66,899 | 47,862 |
CASH - End of period | 85,160 | 36,824 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 10,268 | 9,282 |
Income Tax | 2,507 | 1,986 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||
Assets acquired under credit or debt | $ 745 | $ 991 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Legal Reserves [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Shareholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value 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 | |||||||
Dividend | 107 | (1,344) | (1,237) | (1,237) | ||||
Dividend, shares | ||||||||
Derivative 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) | ||||
Ending balance, value 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 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 5 | 219,290 | 2,273 | 34,326 | (43,512) | 212,382 | 586 | 212,968 |
Balance beginning, shares at Dec. 31, 2020 | 47,674,773 | |||||||
Dividend | (1,311) | (1,311) | (1,311) | |||||
Dividend, shares | ||||||||
Derivative financial instruments | (159) | (159) | (159) | |||||
Foreign currency translation | (15,634) | (15,634) | (15,634) | |||||
Net income | 8,166 | 8,166 | 86 | 8,252 | ||||
Ending balance, value at Mar. 31, 2021 | $ 5 | $ 219,290 | $ 2,273 | $ 41,181 | $ (59,305) | $ 203,444 | $ 672 | $ 204,116 |
Balance ending, shares at Mar. 31, 2021 | 47,674,773 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
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 | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020. The year-end condensed balance sheet data was derived from the audited financial statements in the Form 10-K 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 utilized 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, if it is determined it is not, 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. TGI and certain wholly owned subsidiaries with functional currency different than the U.S. dollar have long-term intercompany loan balances denominated in foreign currencies that are remeasured at the current exchange rate in effect at the balance sheet date. Such loan balances are not expected to be settled in the foreseeable future. Any gains and losses relating to these loans are included in the accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity. Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the condensed 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 condensed consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the condensed consolidated balance sheet are reclassified into the condensed consolidated statement of income in the same period or periods during which the hedged transactions are settled. Recently Issued Accounting Pronouncements In June 2016, Financial Accounting Standards Board (“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 condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): 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 are effective for the Company through December 31, 2022 with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its condensed consolidated financial statements. |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 3. - Inventories, net Schedule of Inventories March 31, 2021 December 31, 2020 Raw materials $ 41,026 $ 47,282 Work in process 16,826 19,345 Finished goods 4,186 4,434 Stores and spares 8,601 8,981 Packing material 779 783 Total Inventories, gross 71,418 80,825 Less: Inventory allowance (101 ) (83 ) Total inventories, net $ 71,317 $ 80,742 |
Revenues, Contract Assets and C
Revenues, Contract Assets and Contract Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Operating revenues: | |
Revenues, Contract Assets and Contract Liabilities | Note 4. – 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. Schedule of Disaggregation by Revenue Three months ended March 31, 2021 2020 Fixed price contracts $ 22,433 $ 25,027 Product sales 88,447 62,271 Total Revenues $ 110,880 $ 87,298 The following table presents geographical information about revenues. Schedule of Geographic Information Three months ended March 31, 2021 2020 Colombia $ 7,665 $ 6,472 United States 100,807 78,798 Panama 256 680 Other 2,152 1,348 Total Revenues $ 110,880 $ 87,298 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 condensed consolidated balance sheets. The table below presents the components of net contract assets (liabilities). Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Contract assets — current $ 23,530 $ 26,288 Contract assets — non-current 11,023 10,228 Contract liabilities — current (29,287 ) (24,694 ) Contract liabilities — non-current (999 ) (977 ) Net contract assets $ 4,267 $ 10,845 The components of contract assets are presented in the table below. Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Unbilled contract receivables, gross $ 11,324 $ 13,534 Retainage 23,229 22,982 Total contract assets 34,553 36,516 Less: current portion 23,530 26,288 Contract Assets – non-current $ 11,023 $ 10,228 The components of contract liabilities are presented in the table below. Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Billings in excess of costs $ 9,978 7,191 Advances from customers on uncompleted contracts 20,308 18,480 Total contract liabilities 30,286 25,671 Less: current portion 29,287 24,694 Contract liabilities – non-current $ 999 977 During the three months ended March 31, 2021, the Company recognized $ 1,468 1,279 Remaining Performance Obligations As of March 31, 2021, the Company had $ 247.9 million of remaining performance obligations, which represents the transaction price of firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments, 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 $ 167.3 million are expected to be recognized during the year ending December 31, 2021, $ 80.6 million during the year ending December 31, 2022 or thereafter. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. 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. Schedule of Finite-Lived Intangible Assets March 31, 2021 Gross Acc. Amort. Net Trade Names $ 980 $ (800 ) $ 180 Notice of Acceptances (NOAs), product designs and other intellectual property 9,325 (5,500 ) 3,825 Non-compete Agreement 165 (135 ) 30 Customer Relationships 4,140 (3,462 ) 678 Total $ 14,610 $ (9,897 ) $ 4,713 December 31, 2020 Gross Acc. Amort. Net Trade Names $ 980 $ (751 ) $ 229 Notice of Acceptances (NOAs), product designs and other intellectual property 9,236 (5,255 ) 3,981 Non-compete Agreement 165 (126 ) 39 Customer Relationships 4,140 (3,277 ) 863 Total $ 14,521 $ (9,409 ) $ 5,112 The weighted average amortization period is 5.35 During the three months ended March 31, 2021 and 2020, the amortization expense amounted to $ 552 550 The estimated aggregate amortization expense for each of the five succeeding years as of March 31, 2021 is as follows: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Year ending (in thousands) 2021 $ 1,637 2022 1,184 2023 869 2024 553 2025 246 Thereafter 221 Total $ 4,710 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt The Company’s debt is comprised of the following: Schedule of Long Term Debt March 31, 2021 December 31, 2020 Revolving lines of credit $ 924 $ 377 Finance lease 269 350 Unsecured senior notes - 210,000 Other loans 462 31 Syndicated loan 239,796 22,835 Less: Deferred cost of financing (6,068 ) (9,107 ) Total obligations under borrowing arrangements 235,383 224,486 Less: Current portion of long-term debt and other current borrowings 13,748 1,764 Long-term debt $ 221,635 $ 222,722 On October 2020, the Company entered into a $ 300 million five-year term Senior Secured Credit Facility consisting of a $ 250 million delayed draw term loan and a $ 50 million committed revolving credit facility which bears interest at a rate of LIBOR, with a 0.75% floor, plus a spread of between 2.50% and 3.50% , based on the Company’s net leverage ratio. The effective interest rate for this credit facility including deferred issuance costs is 4.37% . In December 2020, we drew $ 23.1 million and used the proceeds of the long-term debt facility to repay several credit facilities. In January 2021, we drew an additional $ 220 million and used the proceeds to redeem the Company’s existing $ 210 million unsecured senior notes, which had an interest rate of 8.2% and matured in 2022 . In relation to this, the Company accounted for debt extinguishment cost of $ 11.1 million which included a call premium charge of $ 8.6 million paid to exercise the call option, and $ 2.3 million non-cash expenses corresponding to the unamortized portion of deferred cost of financing related to fees paid when the unsecured senior notes were originated in 2017. Subsequent to the end of the first quarter and based on Tecnoglass’ leverage ratio as of March 31, 2021, the interestrate spread on the Company’s $300 million Senior Secured Credit Facility decreased 50 basis points to a spread of 2.50% in April 2021. As of March 31, 2021 and December 31, 2020, all assets of the company are pledged as collateral for the $ 300 The Company was obligated under various finance leases under which the aggregate present value of the minimum lease payments amounted to $ 269 350 223 321 Maturities of long-term debt and other current borrowings are as follows as of March 31, 2021: Schedule of Maturities of Long Term Debt - 2022 $ 13,748 2023 12,220 2024 15,195 2025 18,234 2026 182,055 Thereafter - Total $ 241,452 The Company’s loans have maturities ranging from a few weeks to 5 years. 3.75% 3.25% |
Hedging Activity and Fair Value
Hedging Activity and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Hedging Activity and Fair Value Measurements | Note 7. 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 March 31, 2021, the fair value of foreign currency collar contracts was not measured contracts since these contracts were settled in January and February 2021. 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 income 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 gains, net, recognized in the “accumulated other comprehensive income” line item in the consolidated balance sheet as of December 31, 2020, were reclassified to earnings during the first quarter of 2021 for $ 185 The fair value of our foreign currency hedges classified in the consolidated balance sheets as of December 31, 2020, are as follows: Schedule of Fair Value of Foreign Currency Hedges Derivative Assets Derivative Liabilities December 31, 2020 December 31, 2020 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery Collar Contracts Other current assets $ 230 Accrued liabilities $ ( - ) Total derivative instruments Total derivative assets $ 230 Total derivative liabilities $ ( - ) The ending accumulated balance for the foreign currency collar contracts included in accumulated other comprehensive income, net of tax, was $ 159 230 71 The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying condensed consolidated financial statements, for the three months ended March 2021 and 2020: Schedule of Gains (Losses) on Derivative Financial Instruments 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) OCI (Loss) into Accumulated on Derivatives Income OCI (Loss) into Income Three Months Ended Three Months Ended March 31, March 31, March 31, March 31, 2021 2020 2021 2020 Non-delivery Forwards and Collar Contracts $ - $ (5,228 ) Operating Revenues $ 185 $ 677 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 March 31, 2021, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 6 - 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: Summary of Fair Value and Carrying Amounts of Long Term Debt March 31, 2021 December 31, 2020 Fair Value 224,192 238,753 Carrying Value 221,635 222,722 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. Tecnoglass Inc. 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: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 Three months ended March 31, 2021 2020 Current income tax United States $ (678 ) $ (151 ) Colombia (2,295 ) (2,747 ) Total current income tax (2,973 ) (2,898 ) Deferred income Tax United States 30 (319 ) Colombia (734 ) 9,350 Total deferred income tax (704 ) 9,031 Total income tax (provision) benefit $ (3,677 ) $ 6,133 Effective tax rate 30.8 % 25 % The weighted average statutory income tax rate for the three months ended March 31, 2021 and 2020 was 31% 31% 30.8% 25% |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 9. Related Parties The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers: Schedule of Related Parties 2021 2020 Three months ended March 31, 2021 2020 Sales to related parties $ 621 $ 1,192 Fees paid to directors and officers $ 1,179 $ 961 Payments to other related parties $ 962 $ 814 March 31, 2021 December 31, 2020 Current Assets: Due from VS $ 5,515 $ 6,387 Due from other related parties 1,905 2,187 Due from related parties, current $ 7,420 $ 8,574 Long Term due from VS 121 484 Liabilities: Due to related parties - current $ 4,333 $ 4,750 Due to related parties – Non-current $ 651 $ 645 Ventana Solar S.A. (“VS”), a Panama S ociedad anonima, 100% 241 643 Payments to other related parties during the three months ended March 31, 2021 and 2020 include the following: Schedule of Payments to Other Related Parties Three months ended March 31, 2021 2020 Charitable contributions $ 277 $ 349 Sales commissions $ 382 $ 259 Charitable contributions are donations made to the Company’s foundation, Fundación Tecnoglass-ESW. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 10. Shareholders’ Equity Dividends On March 9, 2021, the Company declared a regular quarterly dividend of $ 0.0275 per share, or $ 0.11 per share on an annualized basis. The dividend was paid on April 30, 2021 to shareholders of record as of the close of business on March 31, 2021. Earnings per Share The following table sets forth the computation of the basic and diluted earnings per share for the three months ended March 31, 2021 and 2020: Schedule of Earnings Per Share, Basic and Diluted 2021 2020 Three months ended March 31, 2021 2020 Numerator for basic and diluted earnings per shares Net Income (loss) $ 8,252 $ (18,668 ) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 47,674,773 46,117,631 Effect of dilutive securities and stock dividend - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 47,674,773 46,117,631 Basic earnings (loss) per ordinary share $ 0.17 $ (0.40 ) Diluted earnings (loss) per ordinary share $ 0.17 $ (0.40 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Commitments As of March 31, 2021, the Company had an outstanding obligation to purchase an aggregate of at least $ 8,654 On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% 45 34.1 10.9 1,557,142 7.00 33% 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% 12.5 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 | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020. The year-end condensed balance sheet data was derived from the audited financial statements in the Form 10-K 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 utilized 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, if it is determined it is not, 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. TGI and certain wholly owned subsidiaries with functional currency different than the U.S. dollar have long-term intercompany loan balances denominated in foreign currencies that are remeasured at the current exchange rate in effect at the balance sheet date. Such loan balances are not expected to be settled in the foreseeable future. Any gains and losses relating to these loans are included in the accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders’ equity. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the condensed 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 condensed consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the condensed consolidated balance sheet are reclassified into the condensed consolidated statement of income in the same period or periods during which the hedged transactions are settled. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, Financial Accounting Standards Board (“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 condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): 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 are effective for the Company through December 31, 2022 with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its condensed consolidated financial statements. |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Schedule of Inventories March 31, 2021 December 31, 2020 Raw materials $ 41,026 $ 47,282 Work in process 16,826 19,345 Finished goods 4,186 4,434 Stores and spares 8,601 8,981 Packing material 779 783 Total Inventories, gross 71,418 80,825 Less: Inventory allowance (101 ) (83 ) Total inventories, net $ 71,317 $ 80,742 |
Revenues, Contract Assets and_2
Revenues, Contract Assets and Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Disaggregation by Revenue | Schedule of Disaggregation by Revenue Three months ended March 31, 2021 2020 Fixed price contracts $ 22,433 $ 25,027 Product sales 88,447 62,271 Total Revenues $ 110,880 $ 87,298 |
Schedule of Geographic Information | The following table presents geographical information about revenues. Schedule of Geographic Information Three months ended March 31, 2021 2020 Colombia $ 7,665 $ 6,472 United States 100,807 78,798 Panama 256 680 Other 2,152 1,348 Total Revenues $ 110,880 $ 87,298 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Contract assets — current $ 23,530 $ 26,288 Contract assets — non-current 11,023 10,228 Contract liabilities — current (29,287 ) (24,694 ) Contract liabilities — non-current (999 ) (977 ) Net contract assets $ 4,267 $ 10,845 |
Contract Liabilities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Contract Assets and Liabilities | The components of contract liabilities are presented in the table below. Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Billings in excess of costs $ 9,978 7,191 Advances from customers on uncompleted contracts 20,308 18,480 Total contract liabilities 30,286 25,671 Less: current portion 29,287 24,694 Contract liabilities – non-current $ 999 977 |
Contract Assets [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Contract Assets and Liabilities | The components of contract assets are presented in the table below. Schedule of Contract Assets and Liabilities March 31, 2021 December 31, 2020 Unbilled contract receivables, gross $ 11,324 $ 13,534 Retainage 23,229 22,982 Total contract assets 34,553 36,516 Less: current portion 23,530 26,288 Contract Assets – non-current $ 11,023 $ 10,228 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Schedule of Finite-Lived Intangible Assets March 31, 2021 Gross Acc. Amort. Net Trade Names $ 980 $ (800 ) $ 180 Notice of Acceptances (NOAs), product designs and other intellectual property 9,325 (5,500 ) 3,825 Non-compete Agreement 165 (135 ) 30 Customer Relationships 4,140 (3,462 ) 678 Total $ 14,610 $ (9,897 ) $ 4,713 December 31, 2020 Gross Acc. Amort. Net Trade Names $ 980 $ (751 ) $ 229 Notice of Acceptances (NOAs), product designs and other intellectual property 9,236 (5,255 ) 3,981 Non-compete Agreement 165 (126 ) 39 Customer Relationships 4,140 (3,277 ) 863 Total $ 14,521 $ (9,409 ) $ 5,112 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for each of the five succeeding years as of March 31, 2021 is as follows: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Year ending (in thousands) 2021 $ 1,637 2022 1,184 2023 869 2024 553 2025 246 Thereafter 221 Total $ 4,710 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt is comprised of the following: Schedule of Long Term Debt March 31, 2021 December 31, 2020 Revolving lines of credit $ 924 $ 377 Finance lease 269 350 Unsecured senior notes - 210,000 Other loans 462 31 Syndicated loan 239,796 22,835 Less: Deferred cost of financing (6,068 ) (9,107 ) Total obligations under borrowing arrangements 235,383 224,486 Less: Current portion of long-term debt and other current borrowings 13,748 1,764 Long-term debt $ 221,635 $ 222,722 |
Schedule of Maturities of Long Term Debt | Maturities of long-term debt and other current borrowings are as follows as of March 31, 2021: Schedule of Maturities of Long Term Debt - 2022 $ 13,748 2023 12,220 2024 15,195 2025 18,234 2026 182,055 Thereafter - Total $ 241,452 |
Hedging Activity and Fair Val_2
Hedging Activity and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Foreign Currency Hedges | The fair value of our foreign currency hedges classified in the consolidated balance sheets as of December 31, 2020, are as follows: Schedule of Fair Value of Foreign Currency Hedges Derivative Assets Derivative Liabilities December 31, 2020 December 31, 2020 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Balance Sheet Location Fair Value Derivative instruments: Non-Delivery Collar Contracts Other current assets $ 230 Accrued liabilities $ ( - ) Total derivative instruments Total derivative assets $ 230 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 months ended March 2021 and 2020: Schedule of Gains (Losses) on Derivative Financial Instruments 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) OCI (Loss) into Accumulated on Derivatives Income OCI (Loss) into Income Three Months Ended Three Months Ended March 31, March 31, March 31, March 31, 2021 2020 2021 2020 Non-delivery Forwards and Collar Contracts $ - $ (5,228 ) Operating Revenues $ 185 $ 677 |
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: Summary of Fair Value and Carrying Amounts of Long Term Debt March 31, 2021 December 31, 2020 Fair Value 224,192 238,753 Carrying Value 221,635 222,722 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense are as follows: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 Three months ended March 31, 2021 2020 Current income tax United States $ (678 ) $ (151 ) Colombia (2,295 ) (2,747 ) Total current income tax (2,973 ) (2,898 ) Deferred income Tax United States 30 (319 ) Colombia (734 ) 9,350 Total deferred income tax (704 ) 9,031 Total income tax (provision) benefit $ (3,677 ) $ 6,133 Effective tax rate 30.8 % 25 % |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: Schedule of Related Parties 2021 2020 Three months ended March 31, 2021 2020 Sales to related parties $ 621 $ 1,192 Fees paid to directors and officers $ 1,179 $ 961 Payments to other related parties $ 962 $ 814 March 31, 2021 December 31, 2020 Current Assets: Due from VS $ 5,515 $ 6,387 Due from other related parties 1,905 2,187 Due from related parties, current $ 7,420 $ 8,574 Long Term due from VS 121 484 Liabilities: Due to related parties - current $ 4,333 $ 4,750 Due to related parties – Non-current $ 651 $ 645 |
Schedule of Payments to Other Related Parties | Payments to other related parties during the three months ended March 31, 2021 and 2020 include the following: Schedule of Payments to Other Related Parties Three months ended March 31, 2021 2020 Charitable contributions $ 277 $ 349 Sales commissions $ 382 $ 259 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020: Schedule of Earnings Per Share, Basic and Diluted 2021 2020 Three months ended March 31, 2021 2020 Numerator for basic and diluted earnings per shares Net Income (loss) $ 8,252 $ (18,668 ) Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 47,674,773 46,117,631 Effect of dilutive securities and stock dividend - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 47,674,773 46,117,631 Basic earnings (loss) per ordinary share $ 0.17 $ (0.40 ) Diluted earnings (loss) per ordinary share $ 0.17 $ (0.40 ) |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 41,026 | $ 47,282 |
Work in process | 16,826 | 19,345 |
Finished goods | 4,186 | 4,434 |
Stores and spares | 8,601 | 8,981 |
Packing material | 779 | 783 |
Total Inventories, gross | 71,418 | 80,825 |
Less: Inventory allowance | (101) | (83) |
Total inventories, net | $ 71,317 | $ 80,742 |
Schedule of Disaggregation by R
Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 110,880 | $ 87,298 |
Fixed Price Contracts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 22,433 | 25,027 |
Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 88,447 | $ 62,271 |
Schedule of Geographic Informat
Schedule of Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 110,880 | $ 87,298 |
COLOMBIA | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 7,665 | 6,472 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 100,807 | 78,798 |
PANAMA | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 256 | 680 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 2,152 | $ 1,348 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating revenues: | ||
Less: current portion | $ 23,530 | $ 26,288 |
Contract Assets – non-current | 11,023 | 10,228 |
Contract liabilities — current | (29,287) | (24,694) |
Contract liabilities — non-current | (999) | (977) |
Net contract assets | 4,267 | 10,845 |
Unbilled contract receivables, gross | 11,324 | 13,534 |
Retainage | 23,229 | 22,982 |
Total contract assets | 34,553 | 36,516 |
Billings in excess of costs | 9,978 | 7,191 |
Advances from customers on uncompleted contracts | 20,308 | 18,480 |
Total contract liabilities | 30,286 | 25,671 |
Less: current portion | 29,287 | 24,694 |
Contract liabilities – non-current | $ 999 | $ 977 |
Revenues, Contract Assets and_3
Revenues, Contract Assets and Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Multiemployer Plan [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 1,468 | $ 1,279 |
Revenue, Remaining Performance Obligation, Amount | $ 247,900 | |
Revenue, Remaining Performance Obligation, Percentage | 100.00% | |
December 31, 2021 [Member] | ||
Multiemployer Plan [Line Items] | ||
[custom:ExpectedPerformanceObligationsRevenueToBeRecognized-0] | $ 167,300 | |
December 31, 2022 [Member] | ||
Multiemployer Plan [Line Items] | ||
[custom:ExpectedPerformanceObligationsRevenueToBeRecognized-0] | $ 80,600 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 14,610 | $ 14,521 |
Accumulated Amortization | (9,897) | (9,409) |
Total | 4,713 | 5,112 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 980 | 980 |
Accumulated Amortization | (800) | (751) |
Total | 180 | 229 |
Ventanas Solar [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 9,325 | 9,236 |
Accumulated Amortization | (5,500) | (5,255) |
Total | 3,825 | 3,981 |
Non-compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 165 | 165 |
Accumulated Amortization | (135) | (126) |
Total | 30 | 39 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 4,140 | 4,140 |
Accumulated Amortization | (3,462) | (3,277) |
Total | $ 678 | $ 863 |
Schedule of Finite-Lived Inta_2
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 1,637 |
2022 | 1,184 |
2023 | 869 |
2024 | 553 |
2025 | 246 |
Thereafter | 221 |
Total | $ 4,710 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average amortization period | 5 years 4 months 6 days | |
Amortization expense | $ 552 | $ 550 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Revolving lines of credit | $ 924 | $ 377 |
Finance lease | 269 | 350 |
Unsecured senior notes | 210,000 | |
Other loans | 462 | 31 |
Syndicated loan | 239,796 | 22,835 |
Less: Deferred cost of financing | (6,068) | (9,107) |
Total obligations under borrowing arrangements | 235,383 | 224,486 |
Less: Current portion of long-term debt and other current borrowings | 13,748 | 1,764 |
Long-term debt | $ 221,635 | $ 222,722 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 13,748 |
2023 | 12,220 |
2024 | 15,195 |
2025 | 18,234 |
2026 | 182,055 |
Thereafter | |
Total | $ 241,452 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | Mar. 31, 2021 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.37% | ||||
Proceeds from Long-term Lines of Credit | $ 220,000 | $ 23,100 | |||
Loan maturity period | The Company’s loans have maturities ranging from a few weeks to 5 years. | ||||
[custom:NoncashExpenses] | $ 2,300 | ||||
Line of Credit Facility, Description | Subsequent to the end of the first quarter and based on Tecnoglass’ leverage ratio as of March 31, 2021, the interestrate spread on the Company’s $300 million Senior Secured Credit Facility decreased 50 basis points to a spread of 2.50% in April 2021. | ||||
Collateral amount | 300,000 | $ 300,000 | |||
Present value of minimum lease payments | 350 | 269 | |||
Right-of-use assets | $ 321 | $ 223 | |||
Debt, weighted average interest rate | 3.75% | ||||
Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, weighted average interest rate | 3.25% | ||||
UnSecured Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.20% | ||||
Debt Instrument, Face Amount | $ 210,000 | ||||
Loan maturity period | matured in 2022 | ||||
[custom:ExtinguishmentOfIncurredDebt] | $ 11,100 | ||||
[custom:DebtExtinguishmentOfCallPremium] | $ 8,600 | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.75% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Draw Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | ||||
Senior Secured Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 300,000 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 |
Schedule of Fair Value of Forei
Schedule of Fair Value of Foreign Currency Hedges (Details) - Non-Delivery Collar Contracts [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total derivative assets | $ 230 |
Total derivative liabilities | |
Other Current Assets [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total derivative assets | $ 230 |
Schedule of Gains (Losses) on D
Schedule of Gains (Losses) on Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | $ 185 | $ 677 |
Non-Delivery Collar Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | $ (5,228) |
Summary of Fair Value and Carry
Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | $ 235,383 | $ 224,486 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 224,192 | 238,753 |
Carrying Value | $ 221,635 | $ 222,722 |
Hedging Activity and Fair Val_3
Hedging Activity and Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income net of tax | $ (43,512) | $ (59,305) |
Loss on foreign currency fair value hedge derivative loss | 230 | |
Derivatives used in net investment hedge, tax (benefit) | 71 | |
Collar Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income net of tax | $ 159 | |
Accumulated Other Comprehensive Loss [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Reclassified earnings, expected | $ 185 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (678) | $ (151) |
Colombia | (2,295) | (2,747) |
Total current income tax | (2,973) | (2,898) |
United States | 30 | (319) |
Colombia | (734) | 9,350 |
Total deferred income tax | (704) | 9,031 |
Total income tax (provision) benefit | $ (3,677) | $ 6,133 |
Effective tax rate | 30.80% | 25.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
weighted average statutory income tax rate | 31.00% | 31.00% |
Effective income tax rate reconciliation, statutory rate | 30.80% | 25.00% |
Schedule of Related Parties (De
Schedule of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Sales to related parties | $ 621 | $ 1,192 | |
Fees paid to directors and officers | 1,179 | 961 | |
Payments to other related parties | 962 | $ 814 | |
Due from VS | 5,515 | $ 6,387 | |
Due from other related parties | 1,905 | 2,187 | |
Due from related parties, current | 7,420 | 8,574 | |
Long Term due from VS | 121 | 484 | |
Due to related parties - current | 4,333 | 4,750 | |
Due to related parties – Non-current | $ 651 | $ 645 |
Schedule of Payments to Other R
Schedule of Payments to Other Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Payment to other related parties | $ 962 | $ 814 |
Charitable Contributions [Member] | ||
Related Party Transaction [Line Items] | ||
Payment to other related parties | 277 | 349 |
Sales Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Payment to other related parties | $ 382 | $ 259 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Sales revenue from related party | $ 621 | $ 1,192 |
Ventanas Solar SA [Member] | ||
Related Party Transaction [Line Items] | ||
Sales revenue from related party | $ 241 | $ 643 |
CEO,COO and Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Equity percentage | 100.00% |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Net Income (loss) | $ 8,252 | $ (18,668) |
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 47,674,773 | 46,117,631 |
Effect of dilutive securities and stock dividend | ||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 47,674,773 | 46,117,631 |
Basic earnings (loss) per ordinary share | $ 0.17 | $ (0.40) |
Diluted earnings (loss) per ordinary share | $ 0.17 | $ (0.40) |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) | Mar. 09, 2021$ / shares |
Quarterly Rate [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividends Payable, Amount Per Share | $ 0.0275 |
Annual Basis [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividends Payable, Amount Per Share | $ 0.11 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 28, 2020 | Oct. 27, 2020 | May 03, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2020 |
Business Acquisition [Line Items] | ||||||
Purchase of aggregate raw material | $ 8,654 | |||||
Issuance of ordinary per shares | $ 0.0001 | $ 0.0001 | ||||
Additional contribution paid | $ 12,500 | |||||
Saint-Gobain Joint Venture Agreement [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of ordinary shares | 1,557,142 | |||||
Issuance of ordinary per shares | $ 0.0700 | |||||
Premium percentage | 33.00% | |||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Minority ownership interest | 25.80% | |||||
Purchase price for acquiring minority interest | $ 45,000 | |||||
Cash consideration paid for acquisition of minority interest | $ 34,100 | |||||
Saint-Gobain Joint Venture Agreement [Member] | Vidrio Andino Holdings S.A.S [Member] | Land [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Recorded current liabilities in relation to acquisition | $ 10,900 | |||||
Joint Venture Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 25.80% |