Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 | |
City Area Code | (+57) | |
Local Phone Number | (605) 373 4000 | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | TGLS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 84,434 | $ 85,011 |
Investments | 2,211 | 1,977 |
Trade accounts receivable, net | 133,854 | 110,539 |
Due from related parties | 1,642 | 2,252 |
Inventories | 122,802 | 84,975 |
Contract assets – current portion | 17,496 | 18,667 |
Other current assets | 29,739 | 22,854 |
Total current assets | 392,178 | 326,275 |
Long-term assets: | ||
Property, plant and equipment, net | 184,110 | 166,629 |
Deferred income taxes | 2,897 | 596 |
Contract assets – non-current | 7,135 | 11,853 |
Long-term trade accounts receivable | 4,138 | 3,995 |
Intangible assets | 2,826 | 3,337 |
Goodwill | 23,561 | 23,561 |
Long-term investments | 57,249 | 51,160 |
Other long-term assets | 3,988 | 4,157 |
Total long-term assets | 285,904 | 265,288 |
Total assets | 678,082 | 591,563 |
Current liabilities: | ||
Short-term debt and current portion of long-term debt | 434 | 10,700 |
Trade accounts payable and accrued expenses | 86,707 | 68,087 |
Due to related parties | 5,209 | 3,857 |
Dividends payable | 3,621 | 3,141 |
Contract liability – current portion | 53,251 | 45,213 |
Other current liabilities | 43,285 | 24,017 |
Total current liabilities | 192,507 | 155,015 |
Long-term liabilities: | ||
Deferred income taxes | 3,939 | 3,417 |
Contract liability – non-current | 11 | 78 |
Long-term debt | 168,255 | 188,355 |
Total long-term liabilities | 172,205 | 191,850 |
Total liabilities | 364,712 | 346,865 |
SHAREHOLDERS’ EQUITY | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 47,674,773 and 47,674,773 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 5 | 5 |
Legal Reserves | 1,458 | 2,273 |
Additional paid-in capital | 219,290 | 219,290 |
Retained earnings | 182,859 | 91,045 |
Accumulated other comprehensive loss | (91,593) | (68,751) |
Shareholders’ equity attributable to controlling interest | 312,019 | 243,862 |
Shareholders’ equity attributable to non-controlling interest | 1,351 | 836 |
Total shareholders’ equity | 313,370 | 244,698 |
Total liabilities and shareholders’ equity | $ 678,082 | $ 591,563 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating revenues: | ||||
Total operating revenues | $ 201,780 | $ 131,659 | $ 505,452 | $ 364,966 |
Cost of sales | 96,484 | 80,110 | 266,191 | 218,978 |
Gross profit | 105,296 | 51,549 | 239,261 | 145,988 |
Operating expenses: | ||||
Selling expense | (20,250) | (13,310) | (50,234) | (36,423) |
General and administrative expense | (14,914) | (8,351) | (36,040) | (25,476) |
Other professional fees | (3,402) | |||
Total operating expenses | (35,164) | (21,661) | (89,676) | (61,899) |
Operating income | 70,132 | 29,888 | 149,585 | 84,089 |
Non-operating income (expenses), net | 634 | 139 | 1,137 | 69 |
Equity method income | 1,821 | 1,291 | 5,070 | 3,170 |
Foreign currency transactions (loss) gains | (450) | 188 | (856) | 333 |
Gain (loss) on debt extinguishment | 175 | (10,803) | ||
Interest expense and deferred cost of financing | (2,249) | (2,156) | (5,432) | (8,120) |
Income before taxes | 69,888 | 29,525 | 149,504 | 68,738 |
Income tax provision | (22,966) | (8,866) | (48,216) | (20,155) |
Net income | 46,922 | 20,659 | 101,288 | 48,583 |
Income attributable to non-controlling interest | (196) | (20) | (515) | (160) |
Income attributable to parent | 46,726 | 20,639 | 100,773 | 48,423 |
Comprehensive income: | ||||
Foreign currency translation adjustments | (22,054) | (4,023) | (32,039) | (20,842) |
Change in fair value of derivative contracts | 4,865 | 9,197 | (159) | |
Total comprehensive income | 29,733 | 16,636 | 78,446 | 27,582 |
Comprehensive (loss) income attributable to non-controlling interest | (196) | (20) | (515) | (160) |
Total comprehensive income attributable to parent | $ 29,537 | $ 16,616 | $ 77,931 | $ 27,422 |
Basic income per share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 |
Diluted income per share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 |
Basic weighted average common shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 |
Diluted weighted average common shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 |
External Customers [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 201,240 | $ 131,201 | $ 503,919 | $ 363,777 |
Related Parties [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 540 | $ 458 | $ 1,533 | $ 1,189 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 101,288 | $ 48,583 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Allowance for credit losses | 541 | 1,056 |
Depreciation and amortization | 15,089 | 15,613 |
Deferred income taxes | 140 | 398 |
Equity method income | (5,070) | (3,170) |
Deferred cost of financing | 1,059 | 994 |
Other non-cash adjustments | (22) | (25) |
Loss on debt extinguishment | 2,333 | |
Unrealized currency translation losses | 9,482 | 4,582 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (29,486) | (16,472) |
Inventories | (53,911) | (8,430) |
Prepaid expenses | (1,126) | (2,111) |
Other assets | (1,646) | (9,703) |
Trade accounts payable and accrued expenses | 14,638 | 40,547 |
Accrued interest expense | (1) | (7,172) |
Taxes payable | 23,962 | 11,929 |
Labor liabilities | 1,629 | 967 |
Other liabilities | (1,851) | (419) |
Contract assets and liabilities | 14,974 | 14,934 |
Related parties | 2,409 | (1,606) |
CASH PROVIDED BY OPERATING ACTIVITIES | 92,098 | 92,828 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of investments | 177 | |
Proceeds from sale of property and equipment | 75 | |
Purchase of investments | (1,285) | (63) |
Acquisition of property and equipment | (46,817) | (32,066) |
CASH USED IN INVESTING ACTIVITIES | (48,102) | (31,877) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash dividend | (9,294) | (3,932) |
Loss on debt extinguishment - call premium | (8,610) | |
Deferred financing transaction costs | (88) | |
Proceeds from debt | 59 | 221,135 |
Repayments of debt | (32,002) | (247,024) |
CASH USED IN FINANCING ACTIVITIES | (41,237) | (38,519) |
Effect of exchange rate changes on cash and cash equivalents | (3,336) | (3,329) |
NET INCREASE IN CASH | (577) | 19,103 |
CASH - Beginning of period | 85,011 | 67,668 |
CASH - End of period | 84,434 | 86,771 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 4,136 | 14,124 |
Income Tax | 25,377 | 9,302 |
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||
Assets acquired under credit or debt | $ 4,555 | $ 1,641 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - 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 Attributable To Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 5 | $ 219,290 | $ 2,273 | $ 29,927 | $ (43,512) | $ 207,983 | $ 560 | $ 208,543 |
Beginning balance, shares at Dec. 31, 2020 | 47,674,773 | |||||||
Dividend | (1,311) | (1,311) | (1,311) | |||||
Derivative financial instruments | (159) | (159) | (159) | |||||
Foreign currency translation | (15,634) | (15,634) | (15,634) | |||||
Net income | 8,192 | 8,192 | 89 | 8,281 | ||||
Ending balance, value at Mar. 31, 2021 | $ 5 | 219,290 | 2,273 | 36,808 | (59,305) | 199,071 | 649 | 199,720 |
Ending balance, shares at Mar. 31, 2021 | 47,674,773 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 5 | 219,290 | 2,273 | 29,927 | (43,512) | 207,983 | 560 | 208,543 |
Beginning balance, shares at Dec. 31, 2020 | 47,674,773 | |||||||
Net income | 48,583 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 5 | 219,290 | 2,273 | 74,416 | (64,513) | 231,471 | 720 | 232,191 |
Ending balance, shares at Sep. 30, 2021 | 47,674,773 | |||||||
Beginning balance, value at Mar. 31, 2021 | $ 5 | 219,290 | 2,273 | 36,808 | (59,305) | 199,071 | 649 | 199,720 |
Beginning balance, shares at Mar. 31, 2021 | 47,674,773 | |||||||
Dividend | (1,312) | (1,312) | (1,312) | |||||
Foreign currency translation | (1,185) | (1,185) | (1,185) | |||||
Net income | 19,593 | 19,593 | 51 | 19,644 | ||||
Ending balance, value at Jun. 30, 2021 | $ 5 | 219,290 | 2,273 | 55,089 | (60,490) | 216,167 | 700 | 216,867 |
Ending balance, shares at Jun. 30, 2021 | 47,674,773 | |||||||
Dividend | (1,312) | (1,312) | (1,312) | |||||
Foreign currency translation | (4,023) | (4,023) | (4,023) | |||||
Net income | 20,639 | 20,639 | 20 | 20,659 | ||||
Ending balance, value at Sep. 30, 2021 | $ 5 | 219,290 | 2,273 | 74,416 | (64,513) | 231,471 | 720 | 232,191 |
Ending balance, shares at Sep. 30, 2021 | 47,674,773 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 5 | 219,290 | 2,273 | 91,045 | (68,751) | 243,862 | 836 | 244,698 |
Beginning balance, shares at Dec. 31, 2021 | 47,674,773 | |||||||
Dividend | (3,099) | (3,099) | (3,099) | |||||
Derivative financial instruments | 2,622 | 2,622 | 2,622 | |||||
Foreign currency translation | 13,635 | 13,635 | 13,635 | |||||
Net income | 20,853 | 20,853 | 100 | 20,953 | ||||
Ending balance, value at Mar. 31, 2022 | $ 5 | 219,290 | 2,273 | 108,799 | (52,494) | 277,873 | 936 | 278,809 |
Ending balance, shares at Mar. 31, 2022 | 47,674,773 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 5 | 219,290 | 2,273 | 91,045 | (68,751) | 243,862 | 836 | 244,698 |
Beginning balance, shares at Dec. 31, 2021 | 47,674,773 | |||||||
Net income | 101,288 | |||||||
Ending balance, value at Sep. 30, 2022 | $ 5 | 219,290 | 1,458 | 182,859 | (91,593) | 312,019 | 1,351 | 313,370 |
Ending balance, shares at Sep. 30, 2022 | 47,674,773 | |||||||
Beginning balance, value at Mar. 31, 2022 | $ 5 | 219,290 | 2,273 | 108,799 | (52,494) | 277,873 | 936 | 278,809 |
Beginning balance, shares at Mar. 31, 2022 | 47,674,773 | |||||||
Dividend | (3,099) | (3,099) | (3,099) | |||||
Derivative financial instruments | 1,710 | 1,710 | 1,710 | |||||
Foreign currency translation | (23,620) | (23,620) | (23,620) | |||||
Net income | 33,194 | 33,194 | 219 | 33,413 | ||||
Legal Reserves | (815) | 815 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 5 | 219,290 | 1,458 | 139,709 | (74,404) | 286,058 | 1,155 | 287,213 |
Ending balance, shares at Jun. 30, 2022 | 47,674,773 | |||||||
Dividend | (3,577) | (3,577) | (3,577) | |||||
Derivative financial instruments | 4,865 | 4,865 | 4,865 | |||||
Foreign currency translation | (22,054) | (22,054) | (22,054) | |||||
Net income | 46,726 | 46,726 | 196 | 46,922 | ||||
Legal Reserves | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 5 | $ 219,290 | $ 1,458 | $ 182,859 | $ (91,593) | $ 312,019 | $ 1,351 | $ 313,370 |
Ending balance, shares at Sep. 30, 2022 | 47,674,773 |
General
General | 9 Months Ended |
Sep. 30, 2022 | |
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 products 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. Alution’s 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, 2022 | |
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, 2021. The year-end condensed balance sheet data was derived from the audited financial statements in the Annual Report on 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 products sold to the construction industry. Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI and 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, ES Metals SAS (“ES Metals”), and Ventanas Solar S.A (“VS”), 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 entityand if we are 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. Recast of Prior Year Period Financial Statements On November 8, 2021, we announced that we entered into a purchase agreement with Ventanas Solar S.A. (“VS”), a Panama domiciled company that acts as an importer and distributor of the Company’s products in the Republic of Panama. VS was affiliated with family members of Jose M. Daes, the Company’s Chief Executive Officer, and Christian T. Daes, the Company’s Chief Operating Officer. Pursuant to the Agreement, the Company through ES acquired 95% 4.0 5% The acquisition of VS was deemed to be a transaction between entities under common control. As a result, the assets and liabilities were transferred at the historical cost of VS, with prior periods retroactively adjusted to include the historical financial results of the acquired company for the period they were controlled by the previous owners of VS in the Company’s financial statements. The following table includes the financial information as originally reported and the net effect of the VS acquisition after elimination of intercompany transactions: Schedule of Consolidated Financial Statements Three months ended September 30, 2021 Nine months ended September 30, 2021 Prior to Effect of After Prior to Effect of After acquisition acquisition acquisition acquisition acquisition Acquisition Total Sales 130,410 1,249 131,659 363,004 1,962 364,966 Operating Income 30,154 (266 ) 29,888 83,944 145 84,089 Income attributable to parent 20,919 (280 ) 20,639 48,319 104 48,423 Basic income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 Diluted income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 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. Adoption of New Accounting Standards 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 was effective for fiscal years beginning after December 15, 2019, . The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that postponed the effective date to the year beginning after December 15, 2022 for smaller reporting companies. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842), which amended SEC Staff Accounting Bulletin No. 119 (SAB119) which contains interpretative guidance from the SEC aligned to the FASB’s ASC 326. We adopted this standard using the modified retrospective approach at the beginning of fiscal year 2022 as we no longer qualified as a smaller reporting company. The adoption of this ASU did not have a significant impact on the Company’s earnings or financial condition. Refer to additional disclosures in Note 4. Recently Issued Accounting Pronouncements 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’s outstanding debt, which bears interest based on LIBOR. contains provisions for transitioning into a benchmark reference rate prior to the discontinuation of LIBOR in 2023. Our interest rate swap derivative contract will be adjusted accordingly. In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The ASU requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. For the Company, this standard is effective beginning after January 1, 2023. As this ASU relates to disclosures only, there will be no impact to the Company’s consolidated results of operations and financial condition We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 3. - Inventories, net Schedule of Inventories September 30, 2022 December 31, 2021 Raw materials $ 85,697 $ 54,443 Work in process 15,375 11,126 Finished goods 8,565 8,789 Spares and accessories 12,024 9,869 Packing material 1,257 870 Total Inventories, gross 122,918 85,097 Less: Inventory allowance (116 ) (122 ) Total inventories, net $ 122,802 $ 84,975 |
Revenues, Trade Accounts Receiv
Revenues, Trade Accounts Receivable, Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Operating revenues: | |
Revenues, Trade Accounts Receivable, Contract Assets and Contract Liabilities | Note 4. – Revenues, Trade Accounts Receivable, 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 Fixed price contracts $ 26,272 $ 16,631 $ 67,648 $ 60,306 Product sales 175,508 115,028 437,804 304,660 Total Revenues $ 201,780 $ 131,659 $ 505,452 $ 364,966 The following table presents geographical information about revenues. Schedule of Segment and Geographic Information Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Colombia $ 4,817 $ 5,234 $ 13,657 $ 21,065 United States 193,504 123,237 481,965 333,923 Panama 571 1,476 2,373 3,706 Other 2,888 1,713 7,457 6,272 Total Revenues $ 201,780 $ 131,659 $ 505,452 $ 364,966 Trade Accounts Receivable In the ordinary course of business, we extend credit to customers on a generally non-collateralized basis. The Company maintains an allowance for expected credit losses which is based on management’s assessments of the amount which may become uncollectible in the future and is determined through consideration of our write-off history, specific identification of uncollectible accounts based in part on the customer’s past due balance (based on contractual terms), and consideration of prevailing economic and industry conditions. Uncollectible accounts are written off after repeated attempts to collect from the customer have been unsuccessful. Trade accounts receivable consist of the following: Schedule of Trade Accounts Receivable September 30, 2022 December 31, 2021 Trade accounts receivable 134,490 110,727 Less: Allowance for credit losses (636 ) (188 ) Total $ 133,854 $ 110,539 The changes in the allowance for credit losses for the three months ended September 30, 2022 are: Schedule of Changes in Allowance for Doubtful Accounts Receivable Nine months ended September 30, 2022 Balance at beginning of period $ 705 Additions charged to costs and expenses 541 Deductions and write-offs, net of foreign currency adjustment (610 ) Balance at end of period $ 636 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. In addition, 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 long-term 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 September 30, 2022 December 31, 2021 Contract assets — current $ 17,496 $ 18,667 Contract assets — non-current 7,135 11,853 Contract liabilities — current (53,251 ) (45,213 ) Contract liabilities — non-current (11 ) (78 ) Net contract assets $ (28,631 ) $ (14,771 ) The components of contract assets are presented in the table below. Schedule of Contract Assets and Liabilities September 30, 2022 December 31, 2021 Unbilled contract receivables, gross $ 6,118 $ 8,174 Retainage 18,513 22,346 Total contract assets 24,631 30,520 Less: current portion 17,496 18,667 Contract assets — current 17,496 18,667 Contract Assets – non-current $ 7,135 $ 11,853 The components of contract liabilities are presented in the table below. Schedule of Contract Assets and Liabilities September 30, 2022 December 31, 2021 Billings in excess of costs $ 14,227 12,854 Advances from customers on uncompleted contracts 39,035 32,437 Total contract liabilities 53,262 45,291 Less: current portion 53,251 45,213 Contract liabilities — current 53,251 45,213 Contract liabilities – non-current $ 11 78 During the three and nine months ended September 30, 2022, the Company recognized $ 2,424 7,927 359 4,123 Remaining Performance Obligations As of September 30, 2022, the Company had $ 472.6 100% 117.7 315.0 39.9 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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. Intangibles assets also include the intangibles acquired during the acquisition of GM&P. Schedule of Finite Lived Intangible Assets September 30, 2022 Gross Acc. Amort. Net Trade Names $ 980 $ (980 ) $ - Notice of Acceptances (NOAs), product designs and other intellectual property 9,834 (7,008 ) 2,826 Non-compete Agreement 165 (165 ) - Customer Relationships 4,140 (4,140 ) - Total $ 15,119 $ (12,293 ) $ 2,826 December 31, 2021 Gross Acc. Amort. Net Trade Names $ 980 $ (947 ) $ 33 Notice of Acceptances (NOAs), product designs and other intellectual property 9,456 (6,280 ) 3,176 Non-compete Agreement 165 (160 ) 5 Customer Relationships 4,140 (4,017 ) 123 Total $ 14,741 $ (11,404 ) $ 3,337 The weighted average amortization period is 5.20 During the three and nine months ended September 30, 2022, the amortization expense amounted to $ 290 1,079 573 1,711 The estimated aggregate amortization expense for each of the five succeeding years as of September 30, 2022 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending (in thousands) 2022 $ 262 2023 980 2024 661 2025 355 Thereafter 568 Total $ 2,826 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt The Company’s debt is comprised of the following: Schedule of Debt September 30, 2022 December 31, 2021 Revolving lines of credit $ 328 $ 279 Finance lease 210 306 Other loans - 239 Senior Secured Credit Facility 172,500 204,257 Less: Deferred cost of financing (4,349 ) (6,026 ) Total obligations under borrowing arrangements 168,689 199,055 Less: Current portion of long-term debt and other current borrowings 434 10,700 Long-term debt $ 168,255 $ 188,355 In October 2020, the Company closed a $ 300 five 250 50 0.75 2.50 3.50 23.1 210 8.2 mature in 2022 10.9 8.6 In November 2021, the Company amended its Senior Secured Credit Facility to (i) increase the borrowing capacity under its committed Line of credit from $ 50 150 1.50 0.75 2.50 15 3.23 1,496 1,346 150 15 1.5 10.0 6.7 As of September 30, 2022, the Company was obligated under various finance leases under which the aggregate present value of the minimum lease payments amounted to $ 210 25 Maturities of long-term debt and other current borrowings are as follows as of September 30, 2022: Schedule of Maturities of Long Term Debt 2023 $ 434 2024 2,586 2025 15,018 2026 15,000 2027 140,000 Thereafter - Total $ 173,038 The Company’s loans have maturities ranging from a few weeks to 5 years 3.74 |
Hedging Activity and Fair Value
Hedging Activity and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 March 31, 2022, we entered into interest rate swap contracts to hedge the interest rate fluctuations related to our outstanding debt. The effective date of the contract is December 31, 2022 and, thus, we shall have settlement dates each quarter, commencing March 31, 2023. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted LIBOR. We 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, 2022, the fair value of interest rate swap contracts was in a net asset position of $ 9.2 16 125 We assess the effectiveness of our interest rate swap contracts by comparing the change in the fair value of the interest rate swap 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 interest rate swap 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 accompanying consolidated balance sheet as of September 30, 2022 that we expect will be reclassified to earnings within the next twelve months, is $ 9.2 The fair value of our interest rate swap hedges that are classified in the accompanying consolidated balance sheets as of September 30, 2022 are as follows: Schedule of Fair Value of Foreign Currency Hedges Derivative Assets Derivative Liabilities September 30, 2022 September 30, 2022 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments: Interest rate swap contracts Other current assets $ 9,197 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 9,197 Total derivative liabilities $ - The ending accumulated balance for the interest rate swap contracts included in accumulated other comprehensive income was $ 9,197 The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the quarter ended September 30, 2022: Schedule of Gains (Losses) on Derivative Financial Instruments Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Interest rate swap contracts $ 4,865 $ - Interest expense $ - $ - Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Interest rate swap contracts $ 9,197 $ - Interest expense $ - $ - 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. The fair values of derivatives used to manage interest rate risks are based on LIBOR rates and interest rate swap curves. Measurement of our derivative assets and liabilities is considered a level 2 measurement. To carry out the swap valuation, the definition of the fixed leg (obligation) and variable leg (right) is used. Once the projected flows are obtained in both fixed and variable rates, the regression analysis is performed for prospective effectiveness test. The projection curve contains the forward interest rates to project flows at a variable rate and the discount curve contains the interest rates to discount future flows, using the one-month USD Libor curve. As of September 30, 2022, 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 at current 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 September 30, 2022 December 31, 2021 Fair Value 171,250 194,285 Carrying Value 168,255 188,355 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
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) 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Current income tax United States $ (1,027 ) $ (1,260 ) $ (3,775 ) $ (2,753 ) Current state and local tax expense benefit $ (1,027 ) $ (1,260 ) $ (3,775 ) $ (2,753 ) Colombia (20,777 ) (7,614 ) (44,275 ) (16,961 ) Panama (6 ) (18 ) (26 ) (43 ) Current foreign tax expense benefit (6 ) (18 ) (26 ) (43 ) Total current income tax (21,810 ) (8,892 ) (48,076 ) (19,757 ) Deferred income Tax United States 203 113 402 192 Deferred state and local tax expense benefit 203 113 402 192 Colombia (1,359 ) (87 ) (542 ) (590 ) Panama - - - - Deferred foreign tax expense benefit - - - - Total deferred income tax (1,156 ) 26 (140 ) (398 ) Total income provision $ (22,966 ) $ (8,866 ) $ (48,216 ) $ (20,155 ) Effective tax rate 32.9 % 30.0 % 32.3 % 29.3 % The weighted average statutory income tax rate for the three months ended September 30, 2022 and 2021 of 32.9 30.0 32.3 29.3 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 9. Related Parties The following is a summary of assets, liabilities, and income transactions with all related parties: Schedule of Related parties September 30, 2022 December 31, 2021 Due from related parties: Alutrafic Led SAS 458 526 Studio Avanti SAS 127 408 Due from other related parties 1,057 1,318 Total due from related parties $ 1,642 $ 2,252 Due to related parties: Vidrio Andino 4,398 2,834 Due to other related parties 811 1,023 Total due to related parties $ 5,209 $ 3,857 Schedule of Sale to Related Parties 2022 2021 2022 2021 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Sales to related parties: Alutrafic Led SAS 201 253 771 778 Studio Avanti SAS 116 171 448 336 Sales to other related parties 223 34 314 75 Sales to related parties $ 540 $ 458 $ 1,533 $ 1,189 A Construir SA On a recurring basis, we have engaged A Construir S.A., a heavy construction company operating in Barranquilla, Colombia, to carry out construction related to our on-going capital expenditures at our production facilities in Colombia. Affiliates of Jose Daes and Christian Daes had an ownership stake in A Construir through June 1, 2022. We purchased $ 4,312 5,618 9,849 Alutrafic Led SAS In the ordinary course of business, we sell products to Alutrafic Led SAS (“Alutrafic”), a fabricator of electrical lighting equipment. Affiliates of Jose Daes and Christian Daes have an ownership stake in Alutrafic. During the three and nine months ended September 30, 2022, we sold $ 201 771 253 778 458 526 Santa Maria del Mar SAS In the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estación Santa Maria del Mar SAS, a gas station located in the vicinity of our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes. During the three and nine months ended September 30, 2022, we purchased $ 243 655 $ 118 218 Fundacion Tecnoglass-ESWindows Fundacion Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we operate. We made charitable contributions during the three and nine months ended September 30, 2022 for $ 358 1,153 306 887 Studio Avanti SAS In the ordinary course of business, we sell products to Studio Avanti SAS (“Avanti”), a distributer and installer of architectural systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling shareholder of the Company. As of September 30, 2022, and December 31, 2021, the Company had outstanding accounts receivable from Avanti of $ 127 408 116 448 171 336 Vidrio Andino Joint Venture 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 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, in which we will also have a 25.8 12.5 In the ordinary course of business, we purchased $ 4,923 13,964 4,129 10,957 4,398 2,834 1,821 5,070 1,291 3,170 Zofracosta SA We have an investment in Zofracosta SA, a real estate holding company and operator of a tax-free zone located in the vicinity of the proposed glass plant being built through our Vidrio Andino joint venture recorded at $ 671 764 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 10. Shareholders’ Equity Dividends On August 3, 2022, the Company declared a regular quarterly dividend of $ 0.075 0.30 October 31, 2022 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, 2022 and 2021: Schedule of Earnings Per Share, Basic and Diluted 2022 2021 2022 2021 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share Net Income $ 46,922 $ 20,659 $ 101,288 $ 48,583 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 47,674,773 47,674,773 47,674,773 47,674,773 Effect of dilutive securities and stock dividend - - - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 47,674,773 47,674,773 47,674,773 47,674,773 Basic earnings per ordinary share $ 0.98 $ 0.43 $ 2.12 $ 1.02 Diluted earnings per ordinary share $ 0.98 $ 0.43 $ 2.12 $ 1.02 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Commitments As of September 30, 2022, the Company had an outstanding obligation to purchase an aggregate of at least $ 82,877 On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain 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 | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On October 6, 2022 we entered into a one-time settlement of a project. The conditions were determined to have existed as of the date of the balance sheet and therefore were recorded the related expenses on the results of operations and accounts payable on the balance sheet as of September 30, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021. The year-end condensed balance sheet data was derived from the audited financial statements in the Annual Report on 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 products sold to the construction industry. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements consolidate TGI and 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, ES Metals SAS (“ES Metals”), and Ventanas Solar S.A (“VS”), 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 entityand if we are 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. |
Recast of Prior Year Period Financial Statements | Recast of Prior Year Period Financial Statements On November 8, 2021, we announced that we entered into a purchase agreement with Ventanas Solar S.A. (“VS”), a Panama domiciled company that acts as an importer and distributor of the Company’s products in the Republic of Panama. VS was affiliated with family members of Jose M. Daes, the Company’s Chief Executive Officer, and Christian T. Daes, the Company’s Chief Operating Officer. Pursuant to the Agreement, the Company through ES acquired 95% 4.0 5% The acquisition of VS was deemed to be a transaction between entities under common control. As a result, the assets and liabilities were transferred at the historical cost of VS, with prior periods retroactively adjusted to include the historical financial results of the acquired company for the period they were controlled by the previous owners of VS in the Company’s financial statements. The following table includes the financial information as originally reported and the net effect of the VS acquisition after elimination of intercompany transactions: Schedule of Consolidated Financial Statements Three months ended September 30, 2021 Nine months ended September 30, 2021 Prior to Effect of After Prior to Effect of After acquisition acquisition acquisition acquisition acquisition Acquisition Total Sales 130,410 1,249 131,659 363,004 1,962 364,966 Operating Income 30,154 (266 ) 29,888 83,944 145 84,089 Income attributable to parent 20,919 (280 ) 20,639 48,319 104 48,423 Basic income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 Diluted income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 |
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. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards 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 was effective for fiscal years beginning after December 15, 2019, . The FASB issued ASU 2019-10 and ASU 2019-11 during the fourth quarter of 2019 that postponed the effective date to the year beginning after December 15, 2022 for smaller reporting companies. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842), which amended SEC Staff Accounting Bulletin No. 119 (SAB119) which contains interpretative guidance from the SEC aligned to the FASB’s ASC 326. We adopted this standard using the modified retrospective approach at the beginning of fiscal year 2022 as we no longer qualified as a smaller reporting company. The adoption of this ASU did not have a significant impact on the Company’s earnings or financial condition. Refer to additional disclosures in Note 4. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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’s outstanding debt, which bears interest based on LIBOR. contains provisions for transitioning into a benchmark reference rate prior to the discontinuation of LIBOR in 2023. Our interest rate swap derivative contract will be adjusted accordingly. In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The ASU requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. For the Company, this standard is effective beginning after January 1, 2023. As this ASU relates to disclosures only, there will be no impact to the Company’s consolidated results of operations and financial condition We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Financial Statements | The following table includes the financial information as originally reported and the net effect of the VS acquisition after elimination of intercompany transactions: Schedule of Consolidated Financial Statements Three months ended September 30, 2021 Nine months ended September 30, 2021 Prior to Effect of After Prior to Effect of After acquisition acquisition acquisition acquisition acquisition Acquisition Total Sales 130,410 1,249 131,659 363,004 1,962 364,966 Operating Income 30,154 (266 ) 29,888 83,944 145 84,089 Income attributable to parent 20,919 (280 ) 20,639 48,319 104 48,423 Basic income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 Diluted income per share 0.44 (0.01 ) 0.43 1.01 0.01 1.02 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Schedule of Inventories September 30, 2022 December 31, 2021 Raw materials $ 85,697 $ 54,443 Work in process 15,375 11,126 Finished goods 8,565 8,789 Spares and accessories 12,024 9,869 Packing material 1,257 870 Total Inventories, gross 122,918 85,097 Less: Inventory allowance (116 ) (122 ) Total inventories, net $ 122,802 $ 84,975 |
Revenues, Trade Accounts Rece_2
Revenues, Trade Accounts Receivable, Contract Assets and Contract Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
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. Schedule of Disaggregation by Revenue Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Fixed price contracts $ 26,272 $ 16,631 $ 67,648 $ 60,306 Product sales 175,508 115,028 437,804 304,660 Total Revenues $ 201,780 $ 131,659 $ 505,452 $ 364,966 |
Schedule of Segment and Geographic Information | The following table presents geographical information about revenues. Schedule of Segment and Geographic Information Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Colombia $ 4,817 $ 5,234 $ 13,657 $ 21,065 United States 193,504 123,237 481,965 333,923 Panama 571 1,476 2,373 3,706 Other 2,888 1,713 7,457 6,272 Total Revenues $ 201,780 $ 131,659 $ 505,452 $ 364,966 |
Schedule of Trade Accounts Receivable | Trade accounts receivable consist of the following: Schedule of Trade Accounts Receivable September 30, 2022 December 31, 2021 Trade accounts receivable 134,490 110,727 Less: Allowance for credit losses (636 ) (188 ) Total $ 133,854 $ 110,539 |
Schedule of Changes in Allowance for Doubtful Accounts Receivable | The changes in the allowance for credit losses for the three months ended September 30, 2022 are: Schedule of Changes in Allowance for Doubtful Accounts Receivable Nine months ended September 30, 2022 Balance at beginning of period $ 705 Additions charged to costs and expenses 541 Deductions and write-offs, net of foreign currency adjustment (610 ) Balance at end of period $ 636 |
Schedule of Contract Assets and Liabilities | The table below presents the components of net contract assets (liabilities). Schedule of Contract Assets and Liabilities September 30, 2022 December 31, 2021 Contract assets — current $ 17,496 $ 18,667 Contract assets — non-current 7,135 11,853 Contract liabilities — current (53,251 ) (45,213 ) Contract liabilities — non-current (11 ) (78 ) Net contract assets $ (28,631 ) $ (14,771 ) |
Contract Assets [Member] | |
Fair Value, Liabilities 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 September 30, 2022 December 31, 2021 Unbilled contract receivables, gross $ 6,118 $ 8,174 Retainage 18,513 22,346 Total contract assets 24,631 30,520 Less: current portion 17,496 18,667 Contract assets — current 17,496 18,667 Contract Assets – non-current $ 7,135 $ 11,853 |
Contract Liabilities [Member] | |
Fair Value, Liabilities 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 September 30, 2022 December 31, 2021 Billings in excess of costs $ 14,227 12,854 Advances from customers on uncompleted contracts 39,035 32,437 Total contract liabilities 53,262 45,291 Less: current portion 53,251 45,213 Contract liabilities — current 53,251 45,213 Contract liabilities – non-current $ 11 78 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets | Schedule of Finite Lived Intangible Assets September 30, 2022 Gross Acc. Amort. Net Trade Names $ 980 $ (980 ) $ - Notice of Acceptances (NOAs), product designs and other intellectual property 9,834 (7,008 ) 2,826 Non-compete Agreement 165 (165 ) - Customer Relationships 4,140 (4,140 ) - Total $ 15,119 $ (12,293 ) $ 2,826 December 31, 2021 Gross Acc. Amort. Net Trade Names $ 980 $ (947 ) $ 33 Notice of Acceptances (NOAs), product designs and other intellectual property 9,456 (6,280 ) 3,176 Non-compete Agreement 165 (160 ) 5 Customer Relationships 4,140 (4,017 ) 123 Total $ 14,741 $ (11,404 ) $ 3,337 |
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, 2022 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending (in thousands) 2022 $ 262 2023 980 2024 661 2025 355 Thereafter 568 Total $ 2,826 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt is comprised of the following: Schedule of Debt September 30, 2022 December 31, 2021 Revolving lines of credit $ 328 $ 279 Finance lease 210 306 Other loans - 239 Senior Secured Credit Facility 172,500 204,257 Less: Deferred cost of financing (4,349 ) (6,026 ) Total obligations under borrowing arrangements 168,689 199,055 Less: Current portion of long-term debt and other current borrowings 434 10,700 Long-term debt $ 168,255 $ 188,355 |
Schedule of Maturities of Long Term Debt | Maturities of long-term debt and other current borrowings are as follows as of September 30, 2022: Schedule of Maturities of Long Term Debt 2023 $ 434 2024 2,586 2025 15,018 2026 15,000 2027 140,000 Thereafter - Total $ 173,038 |
Hedging Activity and Fair Val_2
Hedging Activity and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Foreign Currency Hedges | The fair value of our interest rate swap hedges that are classified in the accompanying consolidated balance sheets as of September 30, 2022 are as follows: Schedule of Fair Value of Foreign Currency Hedges Derivative Assets Derivative Liabilities September 30, 2022 September 30, 2022 Derivatives designated as hedging instruments under Subtopic 815-20: Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments: Interest rate swap contracts Other current assets $ 9,197 Accrued liabilities $ - Total derivative instruments Total derivative assets $ 9,197 Total derivative liabilities $ - |
Schedule of Gains (Losses) on Derivative Financial Instruments | The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the quarter ended September 30, 2022: Schedule of Gains (Losses) on Derivative Financial Instruments Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Interest rate swap contracts $ 4,865 $ - Interest expense $ - $ - Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Interest rate swap contracts $ 9,197 $ - Interest expense $ - $ - |
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 September 30, 2022 December 31, 2021 Fair Value 171,250 194,285 Carrying Value 168,255 188,355 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Current income tax United States $ (1,027 ) $ (1,260 ) $ (3,775 ) $ (2,753 ) Current state and local tax expense benefit $ (1,027 ) $ (1,260 ) $ (3,775 ) $ (2,753 ) Colombia (20,777 ) (7,614 ) (44,275 ) (16,961 ) Panama (6 ) (18 ) (26 ) (43 ) Current foreign tax expense benefit (6 ) (18 ) (26 ) (43 ) Total current income tax (21,810 ) (8,892 ) (48,076 ) (19,757 ) Deferred income Tax United States 203 113 402 192 Deferred state and local tax expense benefit 203 113 402 192 Colombia (1,359 ) (87 ) (542 ) (590 ) Panama - - - - Deferred foreign tax expense benefit - - - - Total deferred income tax (1,156 ) 26 (140 ) (398 ) Total income provision $ (22,966 ) $ (8,866 ) $ (48,216 ) $ (20,155 ) Effective tax rate 32.9 % 30.0 % 32.3 % 29.3 % |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related parties | The following is a summary of assets, liabilities, and income transactions with all related parties: Schedule of Related parties September 30, 2022 December 31, 2021 Due from related parties: Alutrafic Led SAS 458 526 Studio Avanti SAS 127 408 Due from other related parties 1,057 1,318 Total due from related parties $ 1,642 $ 2,252 Due to related parties: Vidrio Andino 4,398 2,834 Due to other related parties 811 1,023 Total due to related parties $ 5,209 $ 3,857 |
Schedule of Sale to Related Parties | Schedule of Sale to Related Parties 2022 2021 2022 2021 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Sales to related parties: Alutrafic Led SAS 201 253 771 778 Studio Avanti SAS 116 171 448 336 Sales to other related parties 223 34 314 75 Sales to related parties $ 540 $ 458 $ 1,533 $ 1,189 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021: Schedule of Earnings Per Share, Basic and Diluted 2022 2021 2022 2021 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share Net Income $ 46,922 $ 20,659 $ 101,288 $ 48,583 Denominator Denominator for basic earnings per ordinary share - weighted average shares outstanding 47,674,773 47,674,773 47,674,773 47,674,773 Effect of dilutive securities and stock dividend - - - - Denominator for diluted earnings per ordinary share - weighted average shares outstanding 47,674,773 47,674,773 47,674,773 47,674,773 Basic earnings per ordinary share $ 0.98 $ 0.43 $ 2.12 $ 1.02 Diluted earnings per ordinary share $ 0.98 $ 0.43 $ 2.12 $ 1.02 |
Schedule of Consolidated Financ
Schedule of Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 201,780 | $ 131,659 | $ 505,452 | $ 364,966 |
Operating Income | 70,132 | 29,888 | 149,585 | 84,089 |
Income attributable to parent | $ 46,726 | $ 20,639 | $ 100,773 | $ 48,423 |
Basic income per share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 |
Diluted income per share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 |
Ventanas Solar S.A Acquisition [Member] | Prior to Acquistion [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 130,410 | $ 363,004 | ||
Operating Income | 30,154 | 83,944 | ||
Income attributable to parent | $ 20,919 | $ 48,319 | ||
Basic income per share | $ 0.44 | $ 1.01 | ||
Diluted income per share | $ 0.44 | $ 1.01 | ||
Ventanas Solar S.A Acquisition [Member] | Effect of Acquisition [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,249 | $ 1,962 | ||
Operating Income | (266) | 145 | ||
Income attributable to parent | $ (280) | $ 104 | ||
Basic income per share | $ (0.01) | $ 0.01 | ||
Diluted income per share | $ (0.01) | $ 0.01 | ||
Ventanas Solar S.A Acquisition [Member] | After Acquisition [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 131,659 | $ 364,966 | ||
Operating Income | 29,888 | 84,089 | ||
Income attributable to parent | $ 20,639 | $ 48,423 | ||
Basic income per share | $ 0.43 | $ 1.02 | ||
Diluted income per share | $ 0.43 | $ 1.02 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - C.I. Energ?a Solar S.A.S E.S Windows [Member] - USD ($) $ in Millions | Jun. 30, 2022 | Nov. 08, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Purchase agreement | 95% | |
Accounts receivable | $ 4 | |
Remaining interest rate | 5% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 85,697 | $ 54,443 |
Work in process | 15,375 | 11,126 |
Finished goods | 8,565 | 8,789 |
Spares and accessories | 12,024 | 9,869 |
Packing material | 1,257 | 870 |
Total Inventories, gross | 122,918 | 85,097 |
Less: Inventory allowance | (116) | (122) |
Total inventories, net | $ 122,802 | $ 84,975 |
Schedule of Disaggregation by R
Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 201,780 | $ 131,659 | $ 505,452 | $ 364,966 |
Fixed Price Contracts [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 26,272 | 16,631 | 67,648 | 60,306 |
Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 175,508 | $ 115,028 | $ 437,804 | $ 304,660 |
Schedule of Segment and Geograp
Schedule of Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 201,780 | $ 131,659 | $ 505,452 | $ 364,966 |
COLOMBIA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 4,817 | 5,234 | 13,657 | 21,065 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 193,504 | 123,237 | 481,965 | 333,923 |
PANAMA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 571 | 1,476 | 2,373 | 3,706 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 2,888 | $ 1,713 | $ 7,457 | $ 6,272 |
Schedule of Trade Accounts Rece
Schedule of Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating revenues: | ||
Trade accounts receivable | $ 134,490 | $ 110,727 |
Less: Allowance for credit losses | (636) | (188) |
Total | $ 133,854 | $ 110,539 |
Schedule of Changes in Allowanc
Schedule of Changes in Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating revenues: | ||
Balance at beginning of period | $ 705 | |
Additions charged to costs and expenses | 541 | $ 1,056 |
Deductions and write-offs, net of foreign currency adjustment | (610) | |
Balance at end of period | $ 636 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating revenues: | ||
Contract assets — current | $ 17,496 | $ 18,667 |
Contract Assets – non-current | 7,135 | 11,853 |
Contract liabilities — current | (53,251) | (45,213) |
Contract liabilities — non-current | (11) | (78) |
Net contract assets | (28,631) | (14,771) |
Unbilled contract receivables, gross | 6,118 | 8,174 |
Retainage | 18,513 | 22,346 |
Total contract assets | 24,631 | 30,520 |
Billings in excess of costs | 14,227 | 12,854 |
Advances from customers on uncompleted contracts | 39,035 | 32,437 |
Total contract liabilities | 53,262 | 45,291 |
Contract liabilities — current | 53,251 | 45,213 |
Contract liabilities – non-current | $ 11 | $ 78 |
Revenues, Trade Accounts Rece_3
Revenues, Trade Accounts Receivable, Contract Assets and Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sales related to contract liabilities | $ 2,424 | $ 359 | $ 7,927 | $ 4,123 |
Performance obligations revenue | $ 472,600 | $ 472,600 | ||
Revenue, remaining performance obligation, percentage | 100% | 100% | ||
December 31, 2022 [Member] | ||||
Performance obligations revenue | $ 117,700 | $ 117,700 | ||
December 31, 2023 [Member] | ||||
Performance obligations revenue | 315,000 | 315,000 | ||
Thereafter [Member] | ||||
Performance obligations revenue | $ 39,900 | $ 39,900 |
Schedule of Finite Lived Intang
Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 15,119 | $ 14,741 |
Accumulated Amortization | (12,293) | (11,404) |
Total | 2,826 | 3,337 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 980 | 980 |
Accumulated Amortization | (980) | (947) |
Total | 33 | |
Notice of Acceptances [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 9,834 | 9,456 |
Accumulated Amortization | (7,008) | (6,280) |
Total | 2,826 | 3,176 |
Non-compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 165 | 165 |
Accumulated Amortization | (165) | (160) |
Total | 5 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 4,140 | 4,140 |
Accumulated Amortization | (4,140) | (4,017) |
Total | $ 123 |
Schedule of Finite Lived Inta_2
Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 262 | |
2023 | 980 | |
2024 | 661 | |
2025 | 355 | |
Thereafter | 568 | |
Total | $ 2,826 | $ 3,337 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Weighted average amortization period | 5 years 2 months 12 days | |||
Amortization expense | $ 290 | $ 573 | $ 1,079 | $ 1,711 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Revolving lines of credit | $ 328 | $ 279 |
Finance lease | 210 | 306 |
Other loans | 239 | |
Senior Secured Credit Facility | 172,500 | 204,257 |
Less: Deferred cost of financing | (4,349) | (6,026) |
Total obligations under borrowing arrangements | 168,689 | 199,055 |
Less: Current portion of long-term debt and other current borrowings | 434 | 10,700 |
Long-term debt | $ 168,255 | $ 188,355 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 434 |
2024 | 2,586 |
2025 | 15,018 |
2026 | 15,000 |
2027 | 140,000 |
Thereafter | |
Total | $ 173,038 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2022 | Nov. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 328 | $ 328 | $ 279 | |||||
Repayments of long-term lines cf credit | $ 23,100 | |||||||
Debt Instrument, Maturity Date, Description | few weeks to 5 years | |||||||
Present value of minimum lease payments | $ 210 | |||||||
Weighted average remaining lease term | 25 months | 25 months | ||||||
Debt, weighted average interest rate | 3.74% | 3.74% | ||||||
Unsecured Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 8.20% | |||||||
Debt instrument, face amount | $ 210,000 | |||||||
Debt Instrument, Maturity Date, Description | mature in 2022 | |||||||
Debt extinguishment cost | $ 10,900 | |||||||
Debt extinguishment of call premium | $ 8,600 | |||||||
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 | |||||||
Line of credit facility, term | 5 years | |||||||
Spread on variable rate | 1.50% | |||||||
Line of credit facility, borrowing capacity, description | (i) increase the borrowing capacity under its committed Line of credit from $50 million to $150 million, (ii) reduce its borrowing costs by an approximate 130 basis points, and (iii) extend the initial maturity date by one year to the end of 2026 | |||||||
Annual savings | $ 15,000 | |||||||
Effective interest rate issuance | 3.23% | |||||||
Fees paid | $ 1,496 | |||||||
Decrease in line of credit facility | $ 10,000 | $ 15,000 | ||||||
Senior Secured Credit Facility [Member] | Deferred Cost [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fees paid | 1,346 | |||||||
Senior Secured Credit Facility [Member] | Operating Expense [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fees paid | 150 | |||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 50,000 | |||||||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000 | |||||||
Senior Secured Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 2.50% | |||||||
Senior Secured Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 2.50% | |||||||
Senior Secured Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 3.50% | |||||||
Senior Secured Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Floor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 0.75% | 0.75% | ||||||
Senior Secured Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate With No Floor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 1.50% | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 6,700 | $ 50,000 | $ 6,700 |
Schedule of Fair Value of Forei
Schedule of Fair Value of Foreign Currency Hedges (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total derivative assets | $ 9,197 |
Total derivative liabilities | |
Interest Rate Swap [Member] | Other Current Assets [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total derivative assets | 9,197 |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Total derivative liabilities |
Schedule of Gains (Losses) on D
Schedule of Gains (Losses) on Derivative Financial Instruments (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | $ 4,865 | $ 9,197 | ||
Amount of gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income |
Summary of Fair Value and Carry
Summary of Fair Value and Carrying Amounts of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair Value | $ 171,250 | $ 194,285 |
Carrying Value | $ 168,255 | $ 188,355 |
Hedging Activity and Fair Val_3
Hedging Activity and Fair Value Measurements (Details Narrative) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Accumulated other comprehensive income net of tax | $ (91,593) | $ (68,751) |
Accumulated Other Comprehensive Income Loss [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Reclassified earnings, expected | 9,200 | |
Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative assets | $ 9,200 | |
Interest outstanding rate swap contract | Integer | 16 | |
Debt outstanding amount | $ 125,000 | |
Accumulated other comprehensive income net of tax | $ 9,197 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total current income tax | $ (21,810) | $ (8,892) | $ (48,076) | $ (19,757) |
Total deferred income tax | (1,156) | 26 | (140) | (398) |
Total income provision | $ (22,966) | $ (8,866) | $ (48,216) | $ (20,155) |
Effective tax rate | 32.90% | 30% | 32.30% | 29.30% |
UNITED STATES | ||||
Current state and local tax expense benefit | $ (1,027) | $ (1,260) | $ (3,775) | $ (2,753) |
Deferred state and local tax expense benefit | 203 | 113 | 402 | 192 |
COLOMBIA | ||||
Current foreign tax expense benefit | (20,777) | (7,614) | (44,275) | (16,961) |
Deferred foreign tax expense benefit | (1,359) | (87) | (542) | (590) |
PANAMA | ||||
Current foreign tax expense benefit | (6) | (18) | (26) | (43) |
Deferred foreign tax expense benefit |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Weighted average statutory income tax rate | 32.90% | 30% | ||
Effective tax rate | 32.90% | 30% | 32.30% | 29.30% |
Schedule of Related parties (De
Schedule of Related parties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Total due from related parties | $ 1,642 | $ 2,252 |
Due from other related parties | 1,057 | 1,318 |
Total due to related parties | 5,209 | 3,857 |
Due to other related parties | 811 | 1,023 |
Alutrafic Led SAS [Member] | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 458 | 526 |
Studio Avanti SAS [Member] | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 127 | 408 |
Vidrio Andino [Member] | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | $ 4,398 | $ 2,834 |
Schedule of Sale to Related Par
Schedule of Sale to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Sales to related parties | $ 540 | $ 458 | $ 1,533 | $ 1,189 |
Alutrafic Led SAS [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales to related parties | 201 | 253 | 771 | 778 |
Studio Avanti SAS [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales to related parties | 116 | 171 | 448 | 336 |
Sales to Other Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales to related parties | $ 223 | $ 34 | $ 314 | $ 75 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||||
Dec. 09, 2020 | Oct. 28, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 03, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Revenue from Related Parties | $ 540 | $ 458 | $ 1,533 | $ 1,189 | |||||
Due from Related Parties | 1,642 | 1,642 | $ 2,252 | ||||||
Due to Related Parties | 5,209 | 5,209 | 3,857 | ||||||
Equity method income | 1,821 | 1,291 | 5,070 | 3,170 | |||||
Vidrio Andino Joint Venture [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Business combination, step acquisition, equity interest in acquiree, percentage | 25.80% | ||||||||
A Construir S.A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for capitalized property plant and equipment | 5,618 | $ 4,312 | 9,849 | ||||||
Alutrafic Led SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue from Related Parties | 201 | 253 | 771 | 778 | |||||
Due from Related Parties | 458 | 458 | 526 | ||||||
Santa Maria Del Mar SAS [Member] | CEO and COO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase price of fuel | 243 | 118 | 655 | 218 | |||||
Fundacion Tecnoglass-ESWindows [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash contributions for social causes | 358 | 306 | 1,153 | 887 | |||||
Studio Avanti SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue from Related Parties | 116 | 171 | 448 | 336 | |||||
Due from Related Parties | 127 | $ 127 | 408 | ||||||
Vidrio Andino [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash Acquired from Acquisition | $ 45,000 | ||||||||
Cash consideration paid for acquisition of minority interest | 34,100 | ||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, land | $ 10,900 | ||||||||
Aggregate shares of ordinary shares | 1,557,142 | ||||||||
Price per share | $ 7 | ||||||||
Expected manufacturing interest rate percentage | 33% | 25.80% | |||||||
Additional contribution paid | $ 12,500 | ||||||||
Business Combination, Consideration Transferred | 4,923 | 4,129 | 13,964 | 10,957 | |||||
Due to Related Parties | 4,398 | 4,398 | 2,834 | ||||||
Equity method income | 1,821 | $ 1,291 | 5,070 | $ 3,170 | |||||
Zofracosta SA [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Investments | $ 671 | $ 671 | $ 764 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||||||
Net Income | $ 46,922 | $ 33,413 | $ 20,953 | $ 20,659 | $ 19,644 | $ 8,281 | $ 101,288 | $ 48,583 |
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 | ||||
Effect of dilutive securities and stock dividend | ||||||||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 | ||||
Basic earnings per ordinary share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 | ||||
Diluted earnings per ordinary share | $ 0.98 | $ 0.43 | $ 2.12 | $ 1.02 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) | Aug. 03, 2022 $ / shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividends payable, date to be paid | Oct. 31, 2022 |
Quarterly Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend rate per share | $ 0.075 |
Annual Basis [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend rate per share | $ 0.30 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Oct. 28, 2020 | May 03, 2019 | Sep. 30, 2022 | |
Saint-Gobain Joint Venture Agreement [Member] | Common Stock [Member] | |||
Loss Contingencies [Line Items] | |||
Issuance of ordinary shares | 1,557,142 | ||
Price per share | $ 7 | ||
Expected manufacturing interest rate percentage | 33% | ||
Joint Venture Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Additional contribution paid | $ 12,500 | ||
Joint Venture Agreement [Member] | Galpa New Plant [Member] | |||
Loss Contingencies [Line Items] | |||
Equity percentage | 25.80% | ||
Vidrio Andino Holdings S.A.S [Member] | Saint-Gobain Joint Venture Agreement [Member] | |||
Loss Contingencies [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 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, land | $ 10,900 | ||
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Accounts payable | $ 82,877 |