UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30,March 31, 20232024
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35436
TECNOGLASS INC.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | 98-1271120 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3550 NW 49th Street, Miami, Florida33142, USA
Avenida Circunvalar a 100 mts de la Via 40,, Barrio Las FloresBarranquilla,, Colombia
(Address of principal executive offices)
(+57)(605)+1 305 373 4000638 5151
(Issuer’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary Shares | TGLS | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | Accelerated filer |
Non-accelerated filer ☐ | Smaller reporting company ☐ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No No☒ ☒
As of July 31, 2023,May 1, 2024, there were ordinary shares, $0.0001 par value per share, outstanding.
TECNOGLASS INC.
FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2022MARCH 31, 2024
TABLE OF CONTENTS
2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Tecnoglass Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
Junes 30, | December 31, | |||||||||||||||
2023 | 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 104,686 | $ | 103,671 | $ | 135,881 | $ | 129,508 | ||||||||
Investments | 2,365 | 2,049 | 2,897 | 2,907 | ||||||||||||
Trade accounts receivable, net | 185,996 | 158,397 | 170,591 | 166,498 | ||||||||||||
Due from related parties | 1,616 | 1,447 | 1,608 | 1,387 | ||||||||||||
Inventories | 161,767 | 124,997 | 144,212 | 159,070 | ||||||||||||
Contract assets – current portion | 18,077 | 12,610 | 20,982 | 17,800 | ||||||||||||
Other current assets | 53,304 | 28,963 | 73,474 | 58,590 | ||||||||||||
Total current assets | $ | 527,811 | $ | 432,134 | $ | 549,645 | $ | 535,760 | ||||||||
Long-term assets: | ||||||||||||||||
Property, plant and equipment, net | $ | 266,783 | $ | 202,865 | $ | 329,238 | $ | 324,591 | ||||||||
Deferred income taxes | 112 | 558 | 266 | 169 | ||||||||||||
Contract assets – non-current | 6,089 | 8,875 | 8,169 | 8,797 | ||||||||||||
Long-term trade accounts receivable | - | 1,225 | ||||||||||||||
Intangible assets | 2,525 | 2,706 | 3,311 | 3,475 | ||||||||||||
Goodwill | 23,561 | 23,561 | 23,561 | 23,561 | ||||||||||||
Long-term investments | 60,408 | 57,839 | 61,616 | 60,570 | ||||||||||||
Other long-term assets | 4,977 | 4,545 | 5,764 | 5,794 | ||||||||||||
Total long-term assets | 364,455 | 302,174 | 431,925 | 426,957 | ||||||||||||
Total assets | $ | 892,266 | $ | 734,308 | $ | 981,570 | $ | 962,717 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Short-term debt and current portion of long-term debt | $ | 645 | $ | 504 | $ | 3,338 | $ | 7,002 | ||||||||
Trade accounts payable and accrued expenses | 113,803 | 90,186 | 79,180 | 82,784 | ||||||||||||
Due to related parties | 6,276 | 5,323 | 8,406 | 7,498 | ||||||||||||
Dividends payable | 4,336 | 3,622 | 5,196 | 4,265 | ||||||||||||
Contract liability – current portion | 62,907 | 49,601 | 71,928 | 72,543 | ||||||||||||
Other current liabilities | 47,022 | 60,566 | 67,613 | 61,794 | ||||||||||||
Total current liabilities | $ | 234,989 | $ | 209,802 | $ | 235,661 | $ | 235,886 | ||||||||
Long-term liabilities: | ||||||||||||||||
Deferred income taxes | $ | 10,602 | $ | 5,190 | $ | 17,695 | $ | 15,793 | ||||||||
Contract liability – non-current | 12 | 11 | - | 14 | ||||||||||||
Long-term debt | 169,003 | 168,980 | 154,567 | 163,004 | ||||||||||||
Total long-term liabilities | 179,617 | 174,181 | 172,262 | 178,811 | ||||||||||||
Total liabilities | $ | 414,606 | $ | 383,983 | $ | 407,923 | $ | 414,697 | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||||||
Preferred shares, $ | par value, shares authorized, shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively$ | — | $ | — | ||||||||||||
Ordinary shares, $ | par value, shares authorized, and shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively5 | 5 | ||||||||||||||
Preferred shares, $ | par value, shares authorized, shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively$ | - | $ | - | ||||||||||||
Ordinary shares, $ | par value, shares authorized, and shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively5 | 5 | ||||||||||||||
Legal Reserves | 1,458 | 1,458 | 1,458 | 1,458 | ||||||||||||
Additional paid-in capital | 219,234 | 219,290 | 192,385 | 192,385 | ||||||||||||
Retained earnings | 326,353 | 234,254 | 424,596 | 400,035 | ||||||||||||
Accumulated other comprehensive loss | (71,152 | ) | (106,187 | ) | (44,797 | ) | (45,863 | ) | ||||||||
Shareholders’ equity attributable to controlling interest | 475,898 | 348,820 | ||||||||||||||
Shareholders’ equity attributable to non-controlling interest | 1,762 | 1,505 | ||||||||||||||
Total shareholders’ equity | 477,660 | 350,325 | 573,647 | 548,020 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 892,266 | $ | 734,308 | $ | 981,570 | $ | 962,717 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 |
Tecnoglass Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Other Comprehensive Income
(In thousands, except share and per share data)
(Unaudited)
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Three months ended | Six months ended | Three months ended | ||||||||||||||||||||||
June 30, | June 30, | March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Operating revenues: | ||||||||||||||||||||||||
External customers | $ | 224,788 | $ | 168,657 | $ | 427,094 | $ | 302,679 | $ | 192,089 | $ | 202,306 | ||||||||||||
Related parties | 492 | 467 | 825 | 993 | 538 | 333 | ||||||||||||||||||
Total operating revenues | 225,280 | 169,124 | 427,919 | 303,672 | 192,627 | 202,639 | ||||||||||||||||||
Cost of sales | (115,610 | ) | (95,492 | ) | (210,494 | ) | (169,707 | ) | (117,967 | ) | (94,884 | ) | ||||||||||||
Gross profit | 109,670 | 73,632 | 217,425 | 133,965 | 74,660 | 107,755 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Selling expense | (20,487 | ) | (16,616 | ) | (36,807 | ) | (29,984 | ) | (17,583 | ) | (16,320 | ) | ||||||||||||
General and administrative expense | (14,682 | ) | (11,529 | ) | (32,437 | ) | (24,528 | ) | (16,055 | ) | (17,755 | ) | ||||||||||||
Total operating expenses | (35,169 | ) | (28,145 | ) | (69,244 | ) | (54,512 | ) | (33,638 | ) | (34,075 | ) | ||||||||||||
Operating income | 74,501 | 45,487 | 148,181 | 79,453 | 41,022 | 73,680 | ||||||||||||||||||
Non-operating income (expenses), net | 1,625 | 161 | 2,912 | 503 | ||||||||||||||||||||
Non-operating income, net | 1,080 | 1,287 | ||||||||||||||||||||||
Equity method income | 1,119 | 1,669 | 2,568 | 3,249 | 1,046 | 1,449 | ||||||||||||||||||
Foreign currency transactions (loss) gains | 889 | 2,503 | (211 | ) | (406 | ) | (153 | ) | (1,100 | ) | ||||||||||||||
Interest expense and deferred cost of financing | (2,321 | ) | (1,715 | ) | (4,594 | ) | (3,183 | ) | (2,106 | ) | (2,273 | ) | ||||||||||||
Income before taxes | 75,813 | 48,105 | 148,856 | 79,616 | 40,889 | 73,043 | ||||||||||||||||||
Income tax provision | (23,248 | ) | (14,692 | ) | (47,919 | ) | (25,250 | ) | (11,159 | ) | (24,671 | ) | ||||||||||||
Net income | $ | 52,565 | $ | 33,413 | $ | 100,937 | $ | 54,366 | $ | 29,730 | $ | 48,372 | ||||||||||||
Income attributable to non-controlling interest | (120 | ) | (219 | ) | (257 | ) | (319 | ) | - | (137 | ) | |||||||||||||
Income attributable to parent | $ | 52,445 | $ | 33,194 | $ | 100,680 | $ | 54,047 | $ | 29,730 | $ | 48,235 | ||||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income | $ | 52,565 | $ | 33,413 | $ | 100,937 | $ | 54,366 | ||||||||||||||||
Foreign currency translation adjustments | 27,238 | (23,620 | ) | 35,049 | (9,987 | ) | ||||||||||||||||||
Change in fair value of derivative contracts | 1,823 | 1,710 | (14 | ) | 4,332 | |||||||||||||||||||
Total comprehensive income | $ | 81,626 | $ | 11,503 | $ | 135,972 | $ | 48,711 | ||||||||||||||||
Comprehensive (loss) income attributable to non-controlling interest | (120 | ) | (219 | ) | (257 | ) | (319 | ) | ||||||||||||||||
Total comprehensive income attributable to parent | $ | 81,506 | $ | 11,284 | $ | 135,715 | $ | 48,392 | ||||||||||||||||
Basic income per share | $ | 1.10 | $ | 0.70 | $ | 2.12 | $ | 1.14 | $ | 0.63 | $ | 1.01 | ||||||||||||
Diluted income per share | $ | 1.10 | 0.70 | $ | 2.12 | $ | 1.14 | $ | 0.63 | 1.01 | ||||||||||||||
Basic weighted average common shares outstanding | 47,674,041 | 47,674,773 | 47,674,403 | 47,674,773 | 46,996,708 | 47,674,773 | ||||||||||||||||||
Diluted weighted average common shares outstanding | 47,674,041 | 47,674,773 | 47,674,403 | 47,674,773 | 46,996,708 | 47,674,773 | ||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||
Foreign currency translation adjustments | 30 | 7,811 | ||||||||||||||||||||||
Change in fair value of derivative contracts | 1,036 | (1,837 | ) | |||||||||||||||||||||
Other comprehensive income | 1,066 | 5,974 | ||||||||||||||||||||||
Total comprehensive income | $ | 30,796 | $ | 54,346 | ||||||||||||||||||||
Income attributable to non-controlling interest | - | (137 | ) | |||||||||||||||||||||
Total comprehensive income attributable to parent | $ | 30,796 | $ | 54,209 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4 |
Tecnoglass Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
2023 | 2022 | 2024 | 2023 | |||||||||||||
Six months ended June 30, | Three months ended March 31, | |||||||||||||||
2023 | 2022 | 2024 | 2023 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
Net income | $ | 100,937 | $ | 54,366 | $ | 29,730 | $ | 48,372 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
Allowance for credit losses | 1,899 | 580 | 125 | 914 | ||||||||||||
Depreciation and amortization | 9,914 | 10,462 | 6,313 | 4,767 | ||||||||||||
Deferred income taxes | 4,130 | (1,016 | ) | 3,518 | 156 | |||||||||||
Equity method income | (2,568 | ) | (3,249 | ) | (1,046 | ) | (1,449 | ) | ||||||||
Realized gain on derivative instruments | - | (1,951 | ) | |||||||||||||
Deferred cost of financing | 610 | 726 | 322 | 312 | ||||||||||||
Other non-cash adjustments | 118 | 6 | 3 | (16 | ) | |||||||||||
Unrealized currency translation (loss) gains | (14,609 | ) | 911 | |||||||||||||
Unrealized currency translation (gains) loss | (4,227 | ) | 410 | |||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Trade accounts receivable | (24,778 | ) | (4,792 | ) | 3,840 | (8,644 | ) | |||||||||
Inventories | (15,584 | ) | (31,343 | ) | 13,737 | (13,048 | ) | |||||||||
Prepaid expenses | (1,660 | ) | (690 | ) | (300 | ) | (864 | ) | ||||||||
Other assets | (22,550 | ) | 1,652 | (9,250 | ) | (14,338 | ) | |||||||||
Trade accounts payable and accrued expenses | 16,167 | 16,488 | (8,059 | ) | (9,681 | ) | ||||||||||
Taxes payable | (20,153 | ) | 2,260 | 7,068 | 25,488 | |||||||||||
Labor liabilities | 345 | 125 | (1,076 | ) | (447 | ) | ||||||||||
Other liabilities | (57 | ) | (2,047 | ) | 61 | (7 | ) | |||||||||
Contract assets and liabilities | 10,843 | 17,538 | (8,029 | ) | 12,425 | |||||||||||
Related parties | 210 | 1,020 | 717 | 664 | ||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES | $ | 43,214 | $ | 62,997 | $ | 33,447 | $ | 43,063 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
Purchase of investments | (193 | ) | (933 | ) | (306 | ) | (134 | ) | ||||||||
Acquisition of property and equipment | (37,886 | ) | (26,250 | ) | (9,886 | ) | (15,554 | ) | ||||||||
CASH USED IN INVESTING ACTIVITIES | $ | (38,079 | ) | $ | (27,183 | ) | $ | (10,192 | ) | $ | (15,688 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
Cash dividend | (7,868 | ) | (6,196 | ) | (4,239 | ) | (3,579 | ) | ||||||||
Stock buyback | (56 | ) | - | |||||||||||||
Proceeds from debt | 98 | 241 | 2,766 | 292 | ||||||||||||
Repayments of debt | (6 | ) | (15,367 | ) | (15,213 | ) | - | |||||||||
CASH USED IN FINANCING ACTIVITIES | $ | (7,832 | ) | $ | (21,322 | ) | $ | (16,686 | ) | $ | (3,287 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | $ | 3,711 | $ | (883 | ) | $ | (196 | ) | $ | 778 | ||||||
NET INCREASE IN CASH | 1,014 | 13,609 | 6,373 | 24,866 | ||||||||||||
CASH - Beginning of period | 103,672 | 85,011 | 129,508 | 103,672 | ||||||||||||
CASH - End of period | $ | 104,686 | $ | 98,620 | $ | 135,881 | $ | 128,538 | ||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||||||
Cash paid during the period for: | ||||||||||||||||
Interest | $ | 5,556 | $ | 2,387 | $ | 2,827 | $ | 2,717 | ||||||||
Income Tax | $ | 82,807 | $ | 7,552 | $ | 14,094 | $ | 26,342 | ||||||||
NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||||||||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||||||
Assets acquired under credit or debt | $ | 7,223 | $ | 5,835 | $ | 1,305 | $ | 4,790 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5 |
Tecnoglass Inc. and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
(Amounts in thousands, except share and per share data)
(Unaudited)
Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | ||||||||||||||||||||||||||||
Ordinary Shares, $0.0001 Par Value | Additional Paid in | Legal | Retained | Accumulated Other Comprehensive | Total Shareholders’ | Non-Controlling | Total Shareholders’ Equity and Non-Controlling | |||||||||||||||||||||||||||||
Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | ||||||||||||||||||||||||||||
Balance at December 31, 2023 | 46,996,708 | 5 | 192,385 | 1,458 | 400,035 | (45,863 | ) | 548,020 | - | 548,020 | ||||||||||||||||||||||||||
Dividend ( | per share)- | - | - | - | (5,169 | ) | - | (5,169 | ) | - | (5,169 | ) | ||||||||||||||||||||||||
Derivative financial instruments | - | - | - | - | - | 1,036 | 1,036 | - | 1,036 | |||||||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | 30 | 30 | - | 30 | |||||||||||||||||||||||||||
Net income | - | - | - | - | 29,730 | - | 29,730 | - | 29,730 | |||||||||||||||||||||||||||
Balance at March 31, 2024 | 46,996,708 | 5 | 192,385 | 1,458 | 424,596 | (44,797 | ) | 573,647 | - | 573,647 |
Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary Shares, $0.0001 Par Value | Additional Paid in | Legal | Retained | Accumulated Other Comprehensive | Total Shareholders’ | Non-Controlling | Total Shareholders’ Equity and Non-Controlling | Ordinary Shares, $0.0001 Par Value | Additional Paid in | Legal | Retained | Accumulated Other Comprehensive | Total Shareholders’ | Non-Controlling | Total Shareholders’ Equity and Non-Controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2022 | 47,674,773 | 5 | 219,290 | 1,458 | 234,254 | (106,187 | ) | 348,820 | 1,505 | 350,325 | 47,674,773 | 5 | 219,290 | 1,458 | 234,254 | (106,187 | ) | 348,820 | 1,505 | 350,325 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend | - | - | - | - | (4,291 | ) | - | (4,291 | ) | - | (4,291 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend ( | per share)- | - | - | - | (4,291 | ) | - | (4,291 | ) | - | (4,291 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments | - | - | - | - | - | (1,837 | ) | (1,837 | ) | - | (1,837 | ) | - | - | - | - | - | (1,837 | ) | (1,837 | ) | - | (1,837 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | 7,811 | 7,811 | - | 7,811 | - | - | - | - | - | 7,811 | 7,811 | - | 7,811 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | - | - | - | - | 48,235 | - | 48,235 | 137 | 48,372 | - | - | - | - | 48,235 | - | 48,235 | 137 | 48,372 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2023 | 47,674,773 | 5 | 219,290 | 1,458 | 278,198 | (100,213 | ) | 398,738 | 1,642 | 400,380 | 47,674,773 | 5 | 219,290 | 1,458 | 278,198 | (100,213 | ) | 398,738 | 1,642 | 400,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend | - | - | - | - | (4,291 | ) | - | (4,291 | ) | - | (4,291 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share repurchase | (1,340 | ) | - | (56 | ) | - | - | - | (56 | ) | - | (56 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments | - | - | - | - | - | 1,823 | 1,823 | - | 1,823 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation | - | - | - | - | - | 27,238 | 27,238 | - | 27,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | - | - | - | - | 52,445 | - | 52,445 | 120 | 52,565 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2023 | 47,673,433 | 5 | 219,234 | 1,458 | 326,353 | (71,152 | ) | 475,898 | 1,762 | 477,660 |
Ordinary Shares, $0.0001 Par Value | Additional Paid in | Legal | Retained | Accumulated Other Comprehensive | Total Shareholders’ | Non-Controlling | Total Shareholders’ Equity and Non-Controlling | |||||||||||||||||||||||||||||
Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | ||||||||||||||||||||||||||||
Balance at December 31, 2021 | 47,674,773 | 5 | 219,290 | 2,273 | 91,045 | (68,751 | ) | 243,862 | 836 | 244,698 | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Balance at March 31, 2022 | 47,674,773 | 5 | 219,290 | 2,273 | 108,799 | (52,494 | ) | 277,873 | 936 | 278,809 | ||||||||||||||||||||||||||
Balance | 47,674,773 | 5 | 219,290 | 2,273 | 108,799 | (52,494 | ) | 277,873 | 936 | 278,809 | ||||||||||||||||||||||||||
Dividend | - | - | - | - | (3,099 | ) | - | (3,099 | ) | - | (3,099 | ) | ||||||||||||||||||||||||
Legal Reserves | - | - | - | (815 | ) | 815 | - | - | - | - | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Balance at June 30, 2022 | 47,674,773 | 5 | 219,290 | 1,458 | 139,709 | (74,404 | ) | 286,058 | 1,155 | 287,213 | ||||||||||||||||||||||||||
Balance | 47,674,773 | 5 | 219,290 | 1,458 | 139,709 | (74,404 | ) | 286,058 | 1,155 | 287,213 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6 |
Tecnoglass Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Amounts in thousands, except share and per share data)
(Unaudited)
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, aluminum, and aluminum,vinyl, office partitions and interior divisions, floating facades and commercial window showcases. The Company exports most of its products to foreign countries, sellingsells to customers in North, Central and South America.America, and exports more than 95% of its production to foreign countries.
The Company manufactures both glass, aluminum, and aluminumvinyl products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glassand digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alution’sAlutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. Its newly installed vinyl assembling lines manufacture and distributes cutting-edge vinyl windows for new and existing customers.
The Company also designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass, aluminum and aluminumvinyl windows and doors, office dividers and interiors, floating facades and commercial display windows.
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, 2022.2023. 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.
7 |
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 entity and 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 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 shareholders’ equity.
Derivative Financial Instruments
The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the condensed consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the condensed consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the condensed consolidated balance sheet are reclassified into the condensed consolidated statement of income in the same period or periods during which the hedged transactions are settled.
8 |
Recently Issued Accounting Standards Adopted in 2023Pronouncements
In March 2020,November 2023, the FASB issued ASU 2020-04, “Reference Rate Reform2023-07, “Segment Reporting (Topic 848)280): FacilitationImprovements to Reportable Segment Disclosures”. Investors, lenders, creditors, and other allocators of the Effects of Reference Rate Reform on Financial Reporting”.capital (collectively, “investors”) have observed that segment information is critically important in understanding a public entity’s different business activities. That information enables investors to better understand an entity’s overall performance and assists in assessing potential future cash flows. The amendments in this Update provide optional expedientsare effective for fiscal years beginning after December 15, 2023, and exceptions for contracts, hedging relationshipsinterim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Board is issuing the amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders, creditors, and other transactions affected by referenceallocators of capital (collectively, “investors”) indicated that the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate reform if certain criteria are met.and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this Update apply onlyaddress investor requests for more transparency about income tax information through improvements to contracts, hedging relationshipsincome tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other transactions that referenceamendments to improve the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued becauseeffectiveness of reference rate reform.income tax disclosures. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluatedin this Update are effective for annual periods beginning after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for15, 2024, with early adoption permitted, and that are retained through the end of the hedging relationship. The interest rateshould be applied on our credit facility was updated to SOFR plus the same spread of 1.5%. In addition, he Company amended the Interest Rate Swap contract from Libor plus spread to SOFR plus spread. The settlements of the instruments remain under the existing conditions; however, the fixed leg goes from 1.93% to 1.87%.a prospective basis. The Company did not apply anyis currently evaluating the potential effect of the optional expedients or exceptions allowed under this ASU.ASU on its consolidated financial statements.
Note 3. - Inventories, net
Schedule of Inventories
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Raw materials | $ | 107,355 | $ | 93,360 | $ | 91,937 | $ | 100,828 | ||||||||
Work in process | 21,063 | 9,875 | 20,108 | 19,738 | ||||||||||||
Finished goods | 10,350 | 6,409 | 4,753 | 9,941 | ||||||||||||
Spares and accessories | 21,427 | 13,902 | 26,194 | 27,057 | ||||||||||||
Packing material | 1,737 | 1,563 | 1,424 | 1,715 | ||||||||||||
Total Inventories, gross | 161,932 | 125,109 | 144,416 | 159,279 | ||||||||||||
Less: Inventory allowance | (165 | ) | (112 | ) | (204 | ) | (209 | ) | ||||||||
Total inventories, net | $ | 161,767 | $ | 124,997 | $ | 144,212 | $ | 159,070 |
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
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Three months ended | Six months ended | Three months ended | ||||||||||||||||||||||
June 30, | June 30, | March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Fixed price contracts | $ | 32,330 | $ | 22,525 | $ | 61,423 | $ | 41,376 | $ | 32,632 | $ | 29,093 | ||||||||||||
Product sales | 192,950 | 146,599 | 366,496 | 262,296 | 159,995 | 173,546 | ||||||||||||||||||
Total Revenues | $ | 225,280 | $ | 169,124 | $ | 427,919 | $ | 303,672 | $ | 192,627 | $ | 202,639 |
The following table presents geographical information about revenues.
Schedule of Geographic Information
2024 | 2023 | |||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | Three months ended | ||||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Colombia | $ | 5,962 | $ | 4,816 | $ | 11,702 | $ | 8,841 | $ | 5,239 | $ | 5,740 | ||||||||||||
United States | 214,725 | 161,478 | 409,565 | 288,461 | 184,003 | 194,839 | ||||||||||||||||||
Panama | 314 | 1,003 | 584 | 1,803 | 94 | 270 | ||||||||||||||||||
Other | 4,279 | 1,827 | 6,068 | 4,567 | 3,291 | 1,790 | ||||||||||||||||||
Total Revenues | $ | 225,280 | $ | 169,124 | $ | 427,919 | $ | 303,672 | $ | 192,627 | $ | 202,639 |
The following table presents revenues breakdown by market.
Schedule of Revenues Breakdown by Market
2024 | 2023 | |||||||
Three months ended | ||||||||
March 31, | ||||||||
2024 | 2023 | |||||||
Residential | $ | 73,154 | $ | 83,595 | ||||
Commercial | 119,473 | 119,044 | ||||||
Total Revenues | $ | 192,627 | $ | 202,639 |
9 |
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
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Trade accounts receivable | 187,545 | 159,068 | 172,993 | 168,778 | ||||||||||||
Less: Allowance for credit losses | (1,549 | ) | (671 | ) | (2,402 | ) | (2,280 | ) | ||||||||
Total | $ | 185,996 | $ | 158,397 | $ | 170,591 | $ | 166,498 |
The changes in the allowance for credit losses for the sixthree months ended June 30, 2023,March 31, 2024, are:
Schedule of Changes in Allowance for Doubtful Accounts Receivable
Six months ended June 30, 2023 | Three months ended March 31, 2024 | |||||||
Balance at beginning of period | $ | 671 | $ | 2,280 | ||||
Provisions for credit losses | 1,899 | 125 | ||||||
Deductions and write-offs, net of foreign currency adjustment | (1,021 | ) | (3 | ) | ||||
Balance at end of period | $ | 1,549 | $ | 2,402 |
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.
10 |
The table below presents the components of net contract assets (liabilities).
Schedule of Contract Assets and Liabilities
June 30, 2023 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |||||||||||||
Contract assets — current | $ | 18,077 | $ | 12,610 | $ | 20,982 | $ | 17,800 | ||||||||
Contract assets — non-current | 6,089 | 8,875 | 8,169 | 8,797 | ||||||||||||
Contract liabilities — current | (62,907 | ) | (49,601 | ) | (71,928 | ) | (72,543 | ) | ||||||||
Contract liabilities — non-current | (12 | ) | (11 | ) | - | (14 | ) | |||||||||
Net contract assets | $ | (38,753 | ) | $ | (28,127 | ) | ||||||||||
Net contract liability | $ | (42,777 | ) | $ | (45,960 | ) |
The components of contract assets are presented in the table below.
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Unbilled contract receivables, gross | $ | 7,142 | $ | 5,738 | $ | 4,669 | $ | 4,501 | ||||||||
Retainage | 17,024 | 15,747 | 24,482 | 22,096 | ||||||||||||
Total contract assets | 24,166 | 21,485 | 29,151 | 26,597 | ||||||||||||
Less: current portion | 18,077 | 12,610 | 20,982 | 17,800 | ||||||||||||
Contract Assets – non-current | $ | 6,089 | $ | 8,875 | $ | 8,169 | $ | 8,797 |
The components of contract liabilities are presented in the table below.
June 30, 2022 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Billings in excess of costs | $ | 23,308 | 14,724 | $ | 36,127 | 35,949 | ||||||||||
Advances from customers on uncompleted contracts | 39,611 | 34,888 | 35,801 | 36,608 | ||||||||||||
Total contract liabilities | 62,919 | 49,612 | 71,928 | 72,557 | ||||||||||||
Less: current portion | 62,907 | 49,601 | 71,928 | 72,543 | ||||||||||||
Contract liabilities – non-current | $ | 12 | 11 | $ | - | 14 |
During the three and six months ended June 30, 2023,March 31, 2024, the Company recognized $2,669 and $5,9416,732 of sales related to its contract liabilities on January 1, 2023, respectively.2024. During the three and six months ended June 30, 2022,March 31, 2023, the Company recognized $3,421 and $5,5032,945 of sales related to its contract liabilities on January 1, 2022, respectively.2023.
Remaining Performance Obligations
As of June 30, 2023,March 31, 2024, the Company had $427.2438.2 million of remaining performance obligations, which represents the transaction price of firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments, Letters of Intent or written mandates, and potential orders under basic ordering agreements. The Company expects to recognize 100%100% of sales relating to existing performance obligations within three years, of which $218.4123.5 million are expected to be recognized during the year ending December 31, 2023,2024, $198.6 296.1million during the year ending December 31, 2024,2025, and $20.2 135.0million during the year ending December 31, 2025.2026.
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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, Net
June 30, 2023 | ||||||||||||
Gross | Acc. Amort. | Net | ||||||||||
Notice of Acceptances (NOAs), product designs and other intellectual property | 10,531 | (8,006 | ) | 2,525 |
March 31, 2024 | ||||||||||||
Gross | Acc. Amort. | Net | ||||||||||
Notice of Acceptances (NOAs), product designs and other intellectual property | 12,171 | (8,860 | ) | 3,311 |
December 31, 2022 | ||||||||||||
Gross | Acc. Amort. | Net | ||||||||||
Trade Names | $ | 980 | $ | (980 | ) | $ | - | |||||
Notice of Acceptances (NOAs), product designs and other intellectual property | 9,987 | (7,281 | ) | 2,706 | ||||||||
Non-compete Agreement | 165 | (165 | ) | - | ||||||||
Customer Relationships | 4,140 | (4,140 | ) | - | ||||||||
Total | $ | 15,272 | $ | (12,566 | ) | $ | 2,706 |
December 31, 2023 | ||||||||||||
Gross | Acc. Amort. | Net | ||||||||||
Notice of Acceptances (NOAs), product designs and other intellectual property | 12,231 | (8,756 | ) | 3,475 |
The weighted average amortization period is4.9 4.7 years.
During the three and six months ended June 30, 2023,March 31, 2024, the amortization expense amounted to $293 and $615342, respectively, and was included within the general and administration expenses in our unaudited Condensed Consolidated Statement of Operations. Similarly, during the three and six months ended June 30, 2022,March 31, 2023, the amortization expense amounted to $314322 and $789, respectively..
The estimated aggregate amortization expense for each of the five succeeding years as of June 30, 2023March 31, 2024, is as follows:
Schedule of Finite Lived Intangible Assets Future Amortization Expense
Year ending | (in thousands) | (in thousands) | ||||||
2023 | $ | 530 | ||||||
2024 | 775 | $ | 902 | |||||
2025 | 447 | 632 | ||||||
2026 | 350 | 522 | ||||||
2027 | 283 | 460 | ||||||
2028 | 353 | |||||||
Thereafter | 140 | 442 | ||||||
Total | $ | 2,525 | $ | 3,311 |
12 |
Note 6. Supplier Finance Program
Tecnoglass Inc. has established payment terms to suppliers for the purchase of goods and services, which normally range between 30 and 60 days. In the normal course of business, suppliers may require liquidity and manage, through third parties, the advanced payment of invoices. The Company allows its suppliers the option to payments in advance of an invoice due date, through a third-party finance provider or intermediary, with the purpose of allowing suppliers to obtain the required liquidity. For these purposes, suppliers present to Tecnoglass Inc. the third-party finance provider or intermediary with whom they will carry out the finance program and establish an agreement, through which the invoices will be paid by the third-party finance provider or intermediary once Tecnoglass Inc. has confirmed the invoices as valid. Once the Company confirms the invoices are valid, the third-party finance provider or intermediary proceeds with the payment to the supplier. Subsequently, Tecnoglass Inc. pays the invoices for goods or services to the third-party finance provider or intermediary selected by the supplier. Payment times do not vary from those initially agreed with the supplier, as stated in the invoices factored by the supplier (i.e. between 30 and 60 days). Pursuant to the supplier finance programs, the Company has not been required to pledge any assets as security nor to provide any guarantee to third-party finance provider or intermediary.
As of June 30, 2023,March 31, 2024, the obligations outstanding related to the supplier finance program amountamounted to $20,9541,190, recorded as current liabilities, compared to $2,722 outstanding as of December 31, 2023; with $20,808898 classified as Trade“Trade accounts payable and accrued expensesexpenses”, compared to $2,330, as of December 31, 2023, and $146292 classified as Due“Due to related parties.parties”, compared to $392 as of December 31, 2023.
Note 7. Debt
The Company’s debt is comprised of the following:
Schedule of Long Term Debt
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Revolving lines of credit | $ | 421 | $ | 329 | $ | 736 | $ | 525 | ||||||||
Finance lease | 396 | 395 | 284 | 327 | ||||||||||||
Other current debt | 2,386 | - | ||||||||||||||
Senior Secured Credit Facility | 172,500 | 172,500 | 157,500 | 172,500 | ||||||||||||
Less: Deferred cost of financing | (3,669 | ) | (3,740 | ) | (3,001 | ) | (3,346 | ) | ||||||||
Total obligations under borrowing arrangements | 169,648 | 169,484 | 157,905 | 170,006 | ||||||||||||
Less: Current portion of long-term debt and other current borrowings | 645 | 504 | 3,338 | 7,002 | ||||||||||||
Long-term debt | $ | 169,003 | $ | 168,980 | $ | 154,567 | $ | 163,004 |
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 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 2026.2026. Borrowings under the credit facility now bear interest at a rate of LIBOR with no floor plus a spread of 1.50%1.50%, based on the Company’s net leverage ratio, compared to a prior rate of LIBOR with a floor of 0.75%0.75% plus a spread of 2.50%2.50%, resulting on total annual savings of approximately $15 million at current levels of outstanding borrowings, since entering into our inaugural US Bank syndicated facility in October of 2020. The effective interest rate for this credit facility including deferred issuance costs is 7.51%7.71%. In relation to this transaction, the Company accounted for costs related to fees paid of $1,496. This was accounted for as a debt modification and $1,346 of fees paid to banks were capitalized as deferred cost of financing and $150 paid to third parties recorded as an operating expense on the consolidated statements of operations for the year ended December 31, 2021. In March 2022,Beginning on July 1, 2023, the interest rate on this credit facility was updated to SOFR plus the same spread of 1.5%. On January 2024, we voluntarily prepaid $15 million of capital to this credit facility which has decreased our net leverage ratio and triggered a step down in the applicable interest rate spread to 1.5%1.5. Additionally, on September 30, 2022, we voluntarily prepaid $10.0 million of the term loan and $6.7 million under the revolving line of credit which remains fully unused as of June 30, 2023. Beginning on July 1, 2023 the interest rate on this credit facility was updated to SOFR plus the same spread of 1.5%%.
Maturities of long-term debt and other current borrowings are as follows as of June 30, 2023:March 31, 2024:
Schedule of Maturities of Long Term Debt
2024 | $ | 645 | ||
2025 | 13,884 | |||
2026 | 15,038 | |||
2027 | 143,750 | |||
2028 | - | |||
Total | $ | 173,317 |
2024 | $ | 3,338 | ||
2025 | 10,068 | |||
2026 | 147,500 | |||
Total | $ | 160,906 |
The Company’s loans have maturities ranging from a fewseveral weeks to 54 years. Our credit facilities bear a weighted average interest rate of 6.74%6.98% as of June 30, 2023.March 31, 2024.
13 |
Note 8. Hedging Activity and Fair Value Measurements
Hedging Activity
During the quarter ended March 31, 2022, we entered into several 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 payment dates each quarter, commencing March, 31 2023. During the quarter ended December 31, 2022, we entered into several foreign currency non-delivery forward contracts to hedge the fluctuations in the exchange rate between the Colombian Peso and the U.S. Dollar. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted LIBOR and Colombian Peso denominated costs and expenses, respectively.
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.
Due to the Libor discontinuance, on June 21, 2023, the Company amended the Interest Rate Swap contract from LIBORLibor 1 Month plus spread to SOFR 3 Months plus spread. The settlements of the instruments remain under the existing conditions; however, the fixed leg goes from 1.93% to 1.87%. Regarding the conditions of our outstanding debt, only Libor was replaced by SOFR, maintaining the other initial conditions.
As of June 30, 2023,March 31, 2024, the fair value of our interest rate swap was in a net asset position of $9.27.5 million. We had 1412 outstanding interest rate swap contracts to hedge $125 million related to our outstanding debt through November 2026. We assessed the risk of non-performance of the Company to these contracts and determined it was insignificant and, therefore, did not record any adjustment to fair value as of June 30, 2023.March 31, 2024.
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 June 30, 2023,March 31, 2024, that we expect will be reclassified to earnings within the next twelve months, is $4.13.7 million.
The fair value of our interest rate swap hedges is classified in the accompanying consolidated balance sheets, as of June 30, 2023,March 31, 2024, as follows:
Schedule of Fair Value of Foreign Currency Hedges
Derivative Assets | Derivative Liabilities | ||||||||||||
June 30, 2023 | June 30, 2023 | ||||||||||||
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 and foreign currency non-delivery forwards | Other current assets | $ | 9,173 | Accrued liabilities | $ | - | |||||||
Total derivative instruments | Total derivative assets | $ | 9,173 | Total derivative liabilities | $ | - |
Derivative Assets | Derivative Liabilities | |||||||||||
March 31, 2024 | March 31, 2024 | |||||||||||
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 | $ | 7,489 | Accrued liabilities | $ | - | ||||||
Total derivative instruments | Total derivative assets | $ | 7,489 | Total derivative liabilities | $ | - |
The ending accumulated balance for the interest rate swap contracts included in accumulated other comprehensive income was $9,1737,489 as of June 30,2023.March 31,2024.
The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the quarter ended June 30, 2023:March 31, 2024:
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 | |||||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||||
Interest Rate Swap and foreign currency non-delivery forwards Contracts | $ | 1,036 | $ | (1,837 | ) | Interest expense and operating income | $ | 1,099 | $ | 3,193 |
Schedule of Gains (Losses) on Derivative Financial Instruments quarter ended
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 | |||||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||||
Interest rate swap contracts and foreign currency non-delivery forwards contracts | $ | 1,823 | $ | 1,710 | Interest expense and operating income | $ | 918 | $ | - |
The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the six months ended June 30, 2023:
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain or (Loss) Reclassified from Accumulated | Amount of Gain or (Loss) Reclassified from | ||||||||||||||||
Recognized in OCI (Loss) on | OCI (Loss) into | Accumulated | ||||||||||||||||
Derivatives | Income | OCI (Loss) into Income | ||||||||||||||||
Six Months Ended | Six Months Ended | |||||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||||
Interest Rate Swap Contracts | $ | 9,173 | $ | 4,332 | Interest Expense and Operating Income | $ | 4,054 | $ | - |
14 |
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 SOFR 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 June 30, 2023,March 31, 2024, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 7 – 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
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Fair Value | 168,235 | 194,285 | 155,366 | 166,041 | ||||||||||||
Carrying Value | 169,003 | 168,980 | 154,567 | 163,004 |
15 |
Note 9. 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)
2024 | 2023 | |||||||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | Three months ended March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Current income tax | ||||||||||||||||||||||||
United States | $ | (2,996 | ) | $ | (1,646 | ) | $ | (6,460 | ) | $ | (2,748 | ) | $ | (3,832 | ) | $ | (3,464 | ) | ||||||
Colombia | (16,275 | ) | (12,483 | ) | (37,323 | ) | (23,498 | ) | (3,808 | ) | (21,048 | ) | ||||||||||||
Panama | (3 | ) | (11 | ) | (6 | ) | (20 | ) | (1 | ) | (3 | ) | ||||||||||||
Total current income tax | (19,274 | ) | (14,140 | ) | (43,789 | ) | (26,266 | ) | (7,641 | ) | (24,515 | ) | ||||||||||||
Deferred income Tax | ||||||||||||||||||||||||
United States | 157 | 79 | (127 | ) | 199 | (1,178 | ) | (284 | ) | |||||||||||||||
Colombia | (4,131 | ) | (631 | ) | (4,003 | ) | 817 | (2,340 | ) | 128 | ||||||||||||||
Total deferred income tax | (3,974 | ) | 552 | (4,130 | ) | 1,016 | (3,518 | ) | (156 | ) | ||||||||||||||
Total income provision | $ | (23,248 | ) | $ | (14,692 | ) | $ | (47,919 | ) | $ | (25,250 | ) | $ | (11,159 | ) | $ | (24,671 | ) | ||||||
Effective tax rate | 30.7 | % | 30.5 | % | 32.2 | % | 31.7 | % | 27.3 | % | 33.8 | % |
The weighted average statutory income tax rate for the three months ended June 30, 2023, and 2022 of 30.7% and 30.5%, respectively, and the effective income tax rate for 2024 and 2023, was 27.3%, and 33.8%, respectively. The effective income tax rate of 27.3% during the sixthree months ended June 30, 2023, and 2022 of 32.2% and 31.7%, respectively, approximatesMarch 31, 2024, is below the statutory rate.rate as the Colombian subsidiaries which bear a higher corporate income tax rate recorded a proportionally lower share of the consolidated income.
Note 10. Related Parties
The following is a summary of assets, liabilities, and income transactions with all related parties:
Schedule of Related Parties
June 30, 2022 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Due from related parties: | ||||||||||||||||
Studio Avanti SAS | 548 | 460 | ||||||||||||||
Alutrafic Led SAS | 395 | 249 | 276 | 322 | ||||||||||||
Studio Avanti SAS | 345 | 113 | ||||||||||||||
Prisma Glass LLC | 142 | 281 | ||||||||||||||
Due from other related parties | 876 | 1,085 | 642 | 324 | ||||||||||||
Total due from related parties | $ | 1,616 | $ | 1,447 | $ | 1,608 | $ | 1,387 | ||||||||
Due to related parties: | ||||||||||||||||
Vidrio Andino | 5,185 | 4,853 | 4,746 | 3,927 | ||||||||||||
Incantesimo SAS | 2,500 | 2,500 | ||||||||||||||
Due to other related parties | 1,091 | 470 | 1,160 | 1,071 | ||||||||||||
Total due to related parties | $ | 6,276 | $ | 5,323 | $ | 8,406 | $ | 7,498 |
Schedule of Sale to Related Parties
2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||
Three months ended | Six months ended | 2024 | 2023 | |||||||||||||||||||||
June 30, | June 30, | Three months ended March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Sales to related parties: | ||||||||||||||||||||||||
Studio Avanti SAS | 196 | 156 | ||||||||||||||||||||||
Prisma-Glass SAS | 193 | - | ||||||||||||||||||||||
Alutrafic Led SAS | 192 | 270 | 365 | 570 | 139 | 173 | ||||||||||||||||||
Studio Avanti SAS | 129 | 164 | 285 | 332 | ||||||||||||||||||||
Sales to other related parties | 171 | 33 | 175 | 91 | 10 | 4 | ||||||||||||||||||
Sales to related parties | $ | 492 | $ | 467 | $ | 825 | $ | 993 | $ | 538 | $ | 333 |
16 |
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, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, have an ownership stake in Alutrafic. During the three and six months ended June 30, 2023,March 31, 2024, we sold $192139 and $365 to Alutrafic, respectively,, compared to $270 and $570173 during the three and six months ended June 30, 2022, respectively.March 31, 2023. Additionally, we had outstanding accounts receivable from Alutrafic forof $395276 and $249322 as of June 30, 2023,March 31, 2024, and December 31, 2022,2023, respectively.
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 months ended March 31, 2024 of $749, compared to $664 during the three months ended March 31, 2023.
Incantesimo SAS
On November 10, 2023, we acquired the 30% equity interest in ESMetals previously not owned by us for an aggregate of $5,500 from Incantesimo SAS, a Colombia domiciled company of which the primary beneficiary is Carlos Peña, who holds a senior management position at the Company. The Company paid $3,000 during November and December 2023, and $2,500 remain outstanding as of March 31, 2024, [(which amount was paid on April 10, 2024)].
Prisma-Glass LLC
In the ordinary course of business, we sell products to Prisma-Glass LLC a distributer and installer of architectural systems in Florida that. is owned and controlled by family members of Christian Daes. We sold $193 to Prisma-Glass LLC during the three months ended March 31, 2024, and had outstanding accounts receivable of $142 as of March 31, 2024.
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 six months ended June 30, 2023,March 31, 2024, we purchased $469 and $705151, respectively, compared to $168 and $412236 purchased during the three and six months ended June 30, 2022, respectively.
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 six months ended June 30, 2023, for $869 and $1,533, respectively, compared to $439 and $795 during the three and six months ended June 30, 2022, respectively.March 31, 2023.
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 June 30, 2023,March 31, 2024, and December 31, 2022,2023, the Company had outstanding accounts receivable from Avanti of $345548 and $113460, respectively. During the three and six months ended June 30, 2023,March 31, 2024, we sold $129 and $285196 of products to Studio Avanti, respectively, compared to $164 and $332156 during the three and six months ended June 30, 2022, respectively.March 31, 2023.
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% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party and paid for it with the issuance of an aggregate of ordinary shares of the Company, valued at $ per share, which represented an approximate 33% premium based on the closing stock price as of October 27, 2020.
The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million if needed (based on debt availability as a first option).
17 |
In the ordinary course of business, we purchased $7,6126,881 and $13,957of materials from Vidrio Andino during the three and six months ended June 30, 2023, respectively,March 31, 2024, compared to $3,948 and $9,0416,345, during the three and six months ended June 30, 2022, respectively.March 31, 2023. We also had outstanding payables to Vidrio Andino forof $5,1854,746 and $4,8533,927 as of June 30, 2023,March 31, 2024, and December 31, 2022,2023, respectively. We recorded equity method income of $1,120 and $2,5681,046 on our Consolidated Statement of Operations during the three and six months ended June 30, 2023, respectively,March 31, 2024, compared to $1,669 and $3,2491,449 recorded during the three and six months ended June 30, 2022, respectively.March 31, 2023.
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 $726792 and $632796 as of June 30, 2023,March 31, 2024, and December 31, 2022,2023, respectively. Affiliates of Jose Daes and Christian Daes have a majority ownership stake in Zofracosta SA.
Note 11. Shareholders’ Equity
Dividends
On June 15, 2023,February 29, 2024, the Company declared a regular quarterly dividend of $ per share, or $ per share on an annualized basis. The dividend was paid on July 31, 2023,April 30, 2024, to shareholders of record as of the close of business on June 30, 2022.March 29, 2024.
Earnings per Share
Schedule of Earnings Per Share, Basic and Diluted
Three months ended | Six months ended | 2024 | 2023 | |||||||||||||||||||||
June 30, | June 30, | Three months ended March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Numerator for basic and diluted earnings per share | ||||||||||||||||||||||||
Net Income | $ | 52,565 | $ | 33,413 | $ | 100,937 | $ | 54,366 | ||||||||||||||||
Net income attributable to parent | $ | 29,730 | $ | 48,235 | ||||||||||||||||||||
Denominator | ||||||||||||||||||||||||
Denominator for basic earnings per ordinary share - weighted average shares outstanding | 47,674,041 | 47,674,773 | 47,674,403 | 47,674,773 | 46,996,708 | 47,674,773 | ||||||||||||||||||
Effect of dilutive securities and stock dividend | - | - | - | - | - | - | ||||||||||||||||||
Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 47,674,041 | 47,674,773 | 47,674,403 | 47,674,773 | 46,996,708 | 47,674,773 | ||||||||||||||||||
Basic earnings per ordinary share | $ | 1.10 | $ | 0.70 | $ | 2.12 | $ | 1.14 | $ | 0.63 | $ | 1.01 | ||||||||||||
Diluted earnings per ordinary share | $ | 1.10 | $ | 0.70 | $ | 2.12 | $ | 1.14 | $ | 0.63 | $ | 1.01 |
18 |
Note 12. Commitments and Contingencies
Commitments
As of June 30, 2023,March 31, 2024, the Company had an outstanding obligationobligations to purchase an aggregate of at least $68,05759,314 of certain raw materials from a specific supplier before November 30, 2030.2030, and an aggregate of at least $10,035 of certain raw materials from a specific supplier through 2028.
On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain whereby we acquired a 25.8% minority ownership interest in Vidrio Andino. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million was contributed through a parcel of land to be used for the building of a second factory. On October 28, 2020, the land was paid for through the issuance of an aggregate of ordinary shares of the Company, at $ per share, which represented an approximate 33% premium based on the Company´s share price as of October 27, 2020.
The joint venture agreement includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our primary manufacturing facility, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5million to be paid if needed (based on debt availability as a first option).
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.
19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us” or “our” are to Tecnoglass Inc., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.
Overview
We are a vertically integrated manufacturer, supplierexperienced and installerhighly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting. Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and associated aluminum products for the globalother components. Our dedicated and knowledgeable team serves a diverse range of commercial and residential construction markets.projects worldwide, guaranteeing outstanding products and seamless installation services. With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have earned #1 spot in the Forbe’s list of America’s 100 most successful small-cap companies for 2024, and developed a leadership position in each of our core markets. In the United States, which is our largest market, we were ranked as the third largest glass fabricator serving the United States in 20222023 by Glass Magazine. In addition, we believe we are the leading glass transformation company in Colombia. Our customers, which include developers, general contractors or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to exceptional service.
We haveWith over 40 years of experience in architectural glass and aluminum profile structure assembly. We transform a variety ofassembly, we specialize in transforming various glass products, includingproducts. Our offerings include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are installedutilized in a wide variety ofdiverse buildings across a number of different applications, includingfor floating facades, curtain walls, windows, doors, handrails, andas well as interior and bathroom spatial dividers. We also produceIn addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware used in the manufacturing of windows.specifically designed for window manufacturing.
Our products are manufactured in a 5.6 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific. Our products can be found on some of the most distinctive buildings in these regions, including One Thousand Museum100 Hood Park Drive (Boston), 601 West 29th St (New York). Norwegian Cruise Line Terminal B (Miami), Paramount Miami Worldcenter (Miami), Hub50House (Boston), Via 57 West (New York), Ae’oOne65 Main (Cambridge), AE’O Tower (Honolulu), Salesforce Tower (San Francisco), Trump Plaza (Panama), and Departmental Legislative Assembly (Bolivia)One Thousand Museum (Miami). Our track record of successfully delivering high profile projects has earned us an increasing number of opportunities across the United States, evidenced by our expanding backlog and overall revenue growth.
Our structural competitive advantage is underpinned by our low-cost manufacturing footprint, vertically integrated business model and geographic location. Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities. Our lower cost manufacturing footprint allows us to offer competitive prices for our customers, while also providing innovative, high quality and high value-added products, together with consistent and reliable service. We have historically generated high margin organic growth based on our position as a value-added solutions provider for our customers.
We have a strong presence in the Florida market, which represents a substantial portion of our revenue stream and backlog. Our success in Florida has primarily been achieved through sustained organic growth, with further penetration now taking place into other highly populated areas of the United States. As part of our strategy to become a fully vertically integrated company, we have supplemented our organic growth with some acquisitions that have affordedallowed us incrementaladded control over our supply chain while maintaining efficient lead times.allowed for further vertical integration of our business and will act as a platform for our future expansion in the United States. In 2016, we completed the acquisition of ESW, which gave us control over the distribution of products into the United States from our manufacturing facilities in Colombia. In March 2017, we completed the acquisition of GM&P, a consulting and glazing installation business that was previously our largest installation customer.
20 |
On May 3, 2019, we consummated the joint venture agreement with Saint-Gobain, acquiring a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain, solidifying our vertical integration strategy by acquiring an interest in the first stage of our production chain, while securing ample glass supply for our expected production needs. Additionally, in April 2019, we acquired a 70% equity interest in ESMetals, which has been consolidated in our financial statements since. In November 2023, we acquired the remaining 30% equity interest in ESMetals. ESMetals is a Colombian entity that serves as a metalwork contractor to supply us with steel accessories used in the assembly of certain architectural systems as part of our vertical integration strategy.
The continued diversification of the group’s presence and product portfolio is a core component of our strategy. In particular, we are actively seeking to expand our presence in United States outside of Florida. Since 2017,We also launched a residential window offering which, we have been expandingbelieve, will help us expand our presence in U.S. residential markets which went from less than 5% of our sales to nearly 45% of our revenues for the full year 2022.United States and generate additional organic growth. We believe that the quality of our products, coupled with our ability to price competitively given our structural advantages on cost, and our efficient lead times given our vertical integration, will allow us to generate further growth in the future.
Our company hasWe have focused on ensuringworking with The Power of Quality, always making sure that our vision of sustainability is immersed into every aspect of our business, including social, environmental, economic and governance variables, (ESG), that help us make decisions and create value for our stakeholders. We carry out a series of initiatives based on our global sustainability strategy, which is supported on three fundamental pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering our environment. As part of this strategy we have voluntarily adhered to UN Global Compact Principles since 2017. In 2021,2017 and in pursuit of our cooperation with the attainment of the Sustainable Development Goals, or SDGs we joined in 2021 a program to dynamize, strengthen and make visible the management of greenhouse gas emissions as a carbon neutral strategy set out by the Colombian government byfor 2050.
RESULTS OF OPERATIONS
Three months ended | Six months ended | |||||||||||||||||||||||
June 30, | June 30, | Three months ended March 31, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2024 | 2023 | |||||||||||||||||||
Operating Revenues | $ | 225,280 | $ | 169,124 | $ | 427,919 | $ | 303,672 | $ | 192,627 | $ | 202,639 | ||||||||||||
Cost of sales | (115,610 | ) | (95,492 | ) | (210,494 | ) | (169,707 | ) | (117,967 | ) | (94,884 | ) | ||||||||||||
Gross profit | 109,670 | 73,632 | 217,425 | 133,965 | 74,660 | 107,755 | ||||||||||||||||||
Operating expenses | (35,169 | ) | (28,145 | ) | (69,244 | ) | (54,512 | ) | (33,638 | ) | (34,075 | ) | ||||||||||||
Operating income | 74,501 | 45,487 | 148,181 | 79,453 | 41,022 | 73,680 | ||||||||||||||||||
Non-operating income and expenses, net | 1,625 | 161 | 2,912 | 503 | 1,080 | 1,287 | ||||||||||||||||||
Equity method income | 1,119 | 1,669 | 2,568 | 3,249 | 1,046 | 1,449 | ||||||||||||||||||
Foreign currency transactions gains (losses) | 889 | 2,503 | (211 | ) | (406 | ) | ||||||||||||||||||
Foreign currency transactions losses | (153 | ) | (1,100 | ) | ||||||||||||||||||||
Interest Expense and deferred cost of financing | (2,321 | ) | (1,715 | ) | (4,594 | ) | (3,183 | ) | (2,106 | ) | (2,273 | ) | ||||||||||||
Income tax provision | (23,248 | ) | (14,692 | ) | (47,919 | ) | (25,250 | ) | (11,159 | ) | (24,671 | ) | ||||||||||||
Net income | 52,565 | 33,413 | 100,937 | 54,366 | 29,730 | 48,372 | ||||||||||||||||||
Income attributable to non-controlling interest | (120 | ) | (219 | ) | (257 | ) | (319 | ) | - | (137 | ) | |||||||||||||
Income attributable to parent | $ | 52,445 | $ | 33,194 | $ | 100,680 | $ | 54,047 | $ | 29,730 | $ | 48,235 |
Comparison of quarterly periods ended June 30,March 31, 2024, and 2023 and 2022
Revenues
The Company’s operatingOperating revenues increased $56.2 million or 33.2%, from $169.1 million for the quarter ended June 30, 2022, to $225.3 million for the quarter ended June 30, 2023.
Strong revenues during the second quarter of 2023 were driven by strong activity in U.S. markets, where revenues increased $53.2 million, or 33.0%, from $161.4 million in 2022 to $214.7 million in 2023. U.S. commercial market revenues increased $42.2 million, or 49.3%, from $85.6 million in 2022 to $127.8 million in 2023 as we continue to execute on our growing backlog. Single family residential market revenues increased $11.0 million, or 14.5%, from $75.9 million in 2022 to $86.9 million in 2023, and accounted for 38.6% of total revenue during the quarter ended March 31, 2023.2024, was $192.6 million, compared to $202.6 million during the quarter ended March 31, 2023, a decrease of $10.0 million or 4.9%, year over year. The decrease was driven by seasonally slow single family residential revenues, down $10.4 million, or 12.5% year over year, impacted by high interest and mortgage rates. Despite the aforementioned higher rates, the commercial market actually grew slightly year over year as the Company continues to execute on its growing backlog.
Revenues from Latin-American markets increased $2.9 million, or 38.1%, from $7.6 million in 2022 to $10.6 million in 2023.
Gross profit
Gross profit increased $36.0during the three months ended March 31, 2024, was $74.7 million, a decrease of $33.1 million, or 48.9%30.7%, to $109.7from $107.8 million during the three months ended June 30, 2023, compared with $73.6 millionMarch 31, 2023. The gross profit margin during the three months ended June 30, 2022. This resulted in gross profit margin reaching 48.7%March 31, 2024, of 38.8% was down from 53.2% during the secondfirst quarter of 2023, up from 43.5% during the second quarter of 2022. The 520-basis point improvement in gross margin is mainly attributableprimarily related to operating leverage on higher sales, favorable product pricing dynamics, ongoing efficiency efforts, and favorable foreign exchange rates resulting from a depreciation17.8% appreciation of the Colombian Peso impacting our costs denominated in Colombian Pesos against our predominantly US Dollar revenue stream, accounting for an estimated 308-basis points year over year.year decrease on margin. Additionally, this unfavorable FX dynamic impacted inventories that were recorded into the balance sheet at a weaker Peso and then accounted for under raw material costs at a much stronger Peso, translating into more US Dollars at the time the revenues are recognized. This effect contributed to a 197-basis point decrease year-over-year when assessing the same effect during the comparable period. Finally, margins were impacted by our revenue mix which included more installation and stand-alone product sales during the current period. Installation revenues increased to 16.9% of total revenue, compared with 14.4% during the prior year quarter, and stand-alone architectural glass and frames sales increased to 10.9% of total sales, in comparison with 8.3%, as a result of recent manufacturing capacity expansion unlocking the opportunity to sell stand-alone product.
Expenses
Operating expenses increased $7.0decreased $0.4 million, or 25.0%1.3%, from $28.1$34.1 million to $35.2$33.6 million for the quarters ended June 30, 2022,March 31, 2023, and 2023,2024, respectively. The increase was mainly drivendecrease resulted primarily from $0.8 million decrease in Accounts receivable provision partially offset by higher incremental administrativemostly flat operating expenses, despite the unfavorable pressure on Colombian Peso denominated cost, to ramp up our geographical expansion, higher commission expenses and $1.5 million, or 16.1%, increase in shipping expense as a result of a higher sales volume and a higher mix of sales going into the more atomized US residential market, along with other increased selling expenses.peso strengthened 17.8% year over year.
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Non-operating income and expenses, net
During the three months ended June 30,March 31, 2024, and 2023, and 2022, the Company recorded non-operating income of $1.6$1.1 million and $0.2$1.3 million, respectively. Non-operating income is comprised primarily of credit card charges made to customers for processing payments,interest income from rental properties and gains on sale of scrap materialsshort term investments, as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence.
Foreign currency transaction gains and losses
During the three months ended June 30, 2023,March 31, 2024, the Company recorded a non-operating gainloss of $0.9$0.2 million associated with foreign currency transactions compared to a net non-operating gainloss of $2.5$1.1 million during the three months ended June 30, 2022.March 31, 2023.
Interest Expense and deferred cost of financing
Interest expense and deferred cost of financing increased $0.6decreased $0.2 million, or 35.3%7.3%, to $2.3$2.1 million during the quarter ended June 30, 2023,March 31, 2024, as the Company voluntarily prepaid $15 million to reduce its debt balance and benefited from $1.7 million during the quarter ended June 30, 2022, ashaving a resultfavorable interest rate hedge in place for approximately 75% of increasing floating interest rates, despite a lower debt balance.its outstanding debt.
Income Taxes
During the quarters ended June 30, 2023, and 2022, the Company recorded anThe effective income tax provision of $23.2 millionrate for 2024 and $14.7 million, respectively, reflecting an2023, was 27.3% and 33.8%, respectively. The effective income tax rate of 30.7% and 30.5%, respectively, which approximate27.3% during the three months ended March 31, 2024, is below the statutory rate.rate as the Colombian subsidiaries which bear a higher corporate income tax rate recorded a proportionally lower share of the consolidated income.
As a result of the foregoing, the Company recorded net income for the three months ended June 30, 2023March 31, 2024, of $52.6$29.7 million compared to net income of $33.4$48.4 million for the three months ended June 30, 2022.
Comparison of six-month periods ended June 30, 2023 and 2022
Revenues
The Company’s operating revenues increased $124.2 million or 40.9% from $303.7 million to $427.9 million for the six months ended June 30, 2023, compared with the six months ended June 30, 2022.
Strong revenues during the first six months of 2023 were driven by activity in U.S. commercial and residential markets, where revenues increased $121.1 million, or 42.0%, from $288.5 million in 2022 to $409.6 million inMarch 31, 2023. U.S. Commercial market revenues increased $86.1 million, or 56%, from $152.9 million in 2022 to $239.0 million in 2023.
Single family residential market revenues increased $35.0 million, or 25.4%, from $135.5 million in 2022 to $170.5 million in 2023, and accounted for 39.9% of total revenues during the six months ended June 30, 2023.
Revenues from Latin-American markets, including Colombia increased $3.1 million, or 20.7%, from $15.2 million in 2022 to $18.4 million in 2023.
Gross profit
Gross profit increased $83.5 million, or 62.3%, to $217.4 million during the six months ended June 30, 2023, compared with $134.0 million during the same period of 2022. This resulted in gross profit margin reaching 50.8% during the first six months of 2023, up from 44.1% during the first six months of 2022. The 670-basis point improvement in gross margin mainly reflected operating leverage on higher sales, favorable product pricing dynamics, ongoing efficiencies, and favorable foreign exchange rates, with a portion of our costs denominated in Colombian Pesos.
Expenses
Operating expenses increased $14.7 million, or 27.0%, from $54.5 million to $69.2 million for the six months ended June 30, 2022, and 2023, respectively. The increase was mainly driven by higher variable expenses related to incremental revenues and increased administrative expenses to support a larger operation and ongoing geographical expansion. Shipping expenses increased $3.4 million, or 20.9% as a result of higher sales volume and a higher mix of sales going into the more atomized US residential market. Additionally, we recorded a settlement payment during the first quarter of 2023, associated with a dispute related to a project completed in 2016.
Non-operating income and expenses, net
During the six months ended June 30, 2023 and 2022, the Company recorded a non-operating income of $2.9 and $0.5 million, respectively. Non-operating income is comprised primarily of income from rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence.
Foreign currency transaction gains and losses
During the six months ended June 30, 2023, the Company recorded a non-cash loss of $0.2 million associated with foreign currency transactions, compared to a net loss of $0.4 million during the six months ended June 30, 2022 within the statement of operations.
Interest Expense
Interest expense and deferred cost of financing increased $1.4 million, or 44.3%, to $4.6 million during the six months ended June 30, 2023, from $3.2 million during the six months ended June 30, 2022, as a result of increasing floating interest rates, despite a lower debt balance.
Income Taxes
During the six-month periods ended June 30, 2023, and 2022, the Company recorded an income tax provision of $47.9 million and $25.3 million, respectively, reflecting an effective income tax rate of 32.2% and 31.7%, respectively. The effective income tax rates for both periods approximates the statutory rates.
As a result of the foregoing, the Company recorded a net income for the six months ended June 30, 2023 of $100.9 million and $54.4 million for the six months ended June 30, 2022.
Liquidity
As of June 30, 2023,March 31, 2024 and December 31, 2022,2023, we had cash and cash equivalents of approximately $104.7$135.9 million and $103.7$129.5 million, respectively. Additionally, we currently have approximately $170.0 million available under different lines of credit.
We anticipate that working capitalthe Company will continue be a net benefit to cash flow forgenerate positive cashflow from operating activities through, at least twelve months from the full year ending December 31, 2023,date of this report, which we believe, in addition to our current liquidity position, provides ample flexibility to service our obligations through the next twelve months. We expect our cashflow from operations to present a seasonality effect given the timing of income tax payments in the main jurisdictions where we operate.
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Capital Resources
We transform glass and aluminum into high specification architectural glass and custom-made aluminum profiles which require significant investments in state-of-the-art technology. During the sixThree months ended June 30,March 31, 2024 and 2023, and 2022, we made investments primarily in building and construction and machinery and equipment in the amounts of $37.9$11.2 million and $26.3$20.3 million, respectively. These investments across our vertically-integrated operations include further automating our glass and window assembly production lines, adding glass production lines, and expanding our aluminum facilities, among other initiativesputting new vinyl windows lines to generate high-returns.penetrate this new product segment and purchasing land to grow beyond current installed capacity. The Company expects increase itsestimates that current manufacturing operating capacity to a range of $950 million to $1has reached approximately $1.2 billion upon completion of these projects.which does not account for incremental installation revenue capacity. Additionally, the Company expects the resulting increase in output to improve efficiency throughout its operations while reducing material waste and overall lead times.
Cash Flow from Operations, Investing and Financing Activities
Six months ended June 30, | Three months ended March 31, | |||||||||||||||
2023 | 2022 | 2024 | 2023 | |||||||||||||
Cash Flow provided by Operating Activities | $ | 43,214 | $ | 62,997 | $ | 33,447 | $ | 43,063 | ||||||||
Cash Flow used in Investing Activities | (38,079 | ) | (27,183 | ) | (10,192 | ) | (15,688 | ) | ||||||||
Cash Flow used in Financing Activities | (7,832 | ) | (21,322 | ) | (16,686 | ) | (3,287 | ) | ||||||||
Effect of exchange rates on cash and cash equivalents | 3,711 | (883 | ) | (196 | ) | 778 | ||||||||||
Cash Balance - Beginning of Period | 103,672 | 85,011 | 129,508 | 103,672 | ||||||||||||
Cash Balance - End of Period | $ | 104,686 | $ | 98,620 | $ | 135,881 | $ | 128,538 |
During the sixthree months ended June 30,March 31, 2024, and 2023, and 2022, operating activities generated approximately $43.2$33.4 million and $63.0$43.1 million, respectively. The main sources of operating cash during the sixthree months ended June 30, 2023,March 31, 2024, were the Company´s increased profitabilitydriven by an improvement in addition to improved working capital associated with inventories and trade accounts payable, whichreceivable. Inventories generated $16.2$13.7 million, mostly due to a faster raw material and Finished goods turnover during the three months ended March 31, 2024, as main projects are being executed; compared to a net use of $13.0 million during the three months ended March 31, 2023, as we procured materials to meet our growing operations. In addition, Trade Accounts receivable generated $3.8 million, compared with $16.5a use of $8.6 million during the sixthree months ended June 30, 2022. Contract assets and liabilities generated $10.8 million during the six months ended June 30, 2023, resulting from a combination of a decrease in retainage as several jobs in the US were finalized, a reduction of unbilled receivables tied to our advance on projects currently in execution, and increase advances received from customers. Comparatively, contract assets and liabilities generated $17.5 million during the six months ended June 30, 2022.March 31, 2023. The largest use of cash in operating activities were other assets, comprised primarily of prepaid taxes, which used $22.6$9.2 million during the sixthree months ended June 30, 2023,March 31, 2024, resulting from a higher taxable income year over year for fiscal year that will be paid in 2024; and taxestrade accounts payable which used an additional $20.2$8.0 million. Both of these uses of cash were related to the aggregate of $82.8 million related to taxes paid during the period, as the Colombian subsidiaries fully paid their 2022 income tax during the second quarter of 2023. Comparatively, other assets generated $1.7used $14.3 million during the sixthree months ended June 30, 2022,March 31, 2023, and Taxes payable generated $2.3 million related to of the return of prepaid value added taxes of Colombian subsidiaries offsetting income tax payments during 2022. During the six months ended June 30, 2023, Trade accounts receivable used $24.8 million, compared to $4.8 million during the six months ended June 30, 2022, after several quarters of record-breaking sales. Inventories used $15.6 million and $31.3 million during the six months ended June 30, 2023, and 2022, respectively, as we procure materials to meet our growing operations.$9.7 million.
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We used $38.1$10.2 million and $27.2$15.7 million in investing activities during the sixthree months ended June 30,March 31, 2024, and 2023, and 2022, respectively. The main use of cash in investing activities during the sixthree months ended June 30, 2023, wasMarch 31, 2024, related to the automation of our architectural system assembly processes further described above in the “Capital Resources” section. During the sixthree months ended June 30, 2023,March 31, 2024, we paid $37.9$9.9 million to acquire property plant and equipment, which in combination with $7.2$1.3 million acquired under credit or debt, amount to total capital expenditures of $45.1$11.2 million. During the sixthree months ended June 30, 2022,March 31, 2023, we used $26.3$15.5 million for the acquisition of property and equipment. Including assets acquired with debt or supplier credit, total capital expenditures during the period were $32.1$20.3 million.
Financing activities used $7.8$16.7 million and $21.3$3.3 million during the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, respectively. We paid $7.9$4.2 million and $6.2$3.6 million of dividends to holders of our ordinary shares during the sixThree months ended JuneMarch 2024 and 2023, and 2022, respectively. DuringAdditionally, during the sixthree months ended June 30, 2022,March 31, 2024, we voluntarily prepaid $15used $15.2 million to repay debt from our Senior Secured Line of capital to our credit facility which has decreased our net leverage ratio and triggered a step down in the applicable interest rate spread to 1.5% and later prepaid an additional $6.7 million under our revolving line of credit and $10 million under our term loan on September 30, 2022, with cash on hand.Credit.
Off-Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to ongoing market risk related to changes in interest rates, foreign currency exchange rates and commodity market prices.
A rise in interest rates could negatively affect the cost of financing for a significant portion of our debt with variable interest rates. If interest rates were to increase over the next 12 months by 100 basis points, net earnings would decrease by approximately $0.5$0.3 million based the current composition of our indebtedness. This market risk exposure is net of the effect from interest rate hedging derivative financial instruments further described in the footnotes to the financial statements.
We are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Some of our subsidiaries’ operations are based in Colombia, and primarily transact business in local currency. Approximately 3% of our consolidated revenues and 39%24% of our costs and expenses are denominatedeffectively incurred in Colombian pesos, thereby mitigating some of the risk associated with changes in foreign exchange rates. This portion of costs and expenses denominated in Colombian Peso excludes certain items which are transacted in Colombia using Colombian Peso but are priced in U.S. Dollars or are otherwise indexed to U.S. Dollar rates. However, as our costs and expenses in Colombian Pesos exceed, a 5% appreciation of the Colombian Peso relative to the US Dollar would result in our annualquarter revenues increasing by $0.6$0.3 million and our costs and expenses increasing by approximately $8.2$2.2 million, resulting in a $7.6$1.9 million decrease to net earnings based on results for the sixthree months ended June 30, 2023.March 31, 2024.
Similarly, a significant portion of the monetary assets and liabilities of these subsidiaries are generally denominated in US Dollars, while their functional currency is the Colombian peso, thereby resulting in gains or losses from remeasurement of assets and liabilities using the end of period spot exchange rate. These subsidiaries have both monetary assets and monetary liabilities denominated in US Dollars, thereby mitigating some of the risk associated with changes in foreign exchange rate. Furthermore, we record a portion of the non-cash foreign currency transaction gains and losses from remeasurement of certain intercompany loans as other comprehensive income. Net of this, the Colombian subsidiaries’ US Dollar denominated monetary liabilities exceed their monetary assets by $58.3$29.4 million, such that a 1% devaluation of the Colombian peso will result in a loss of less than $0.6$0.3 million recorded in the Company’s Consolidated Statement of Operations as of June 30, 2023.March 31, 2024.
Additionally, the results of the foreign subsidiaries must be translated into US Dollar,Dollars, our reporting currency, in the Company’s consolidated financial statements. The currency translation of the financial statements using different exchange rates, as appropriate, for different parts of the financial statements generates a translation adjustment, which is recorded within other comprehensive income on the Company’s Consolidated Statement of Comprehensive Income and Consolidated Balance Sheet.
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We are also subject to market risk exposure related to volatility in the prices of aluminum, one of the principal raw materials used for our manufacturing. The commodities markets, which include the aluminum industry, are highly cyclical in nature, and as a result, prices can be volatile. Commodity costs are influenced by numerous factors beyond our control, including general economic conditions, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Our selling prices are also impacted by changes in commodity costs base our pricing of aluminum products based on the quoted price on the London Metals Exchange plus a manufacturing premium with the intention of aligning cost of our raw materials with selling prices to attempt to pass commodity price changes through to our customers.
We cannot accurately estimate the impact a one percent change in the commodity costs of would have on our results of operation, as the change in commodity costs would both impact the cost to purchase materials and our selling prices. The impact to our results of operations depends on the conditions of the market for our products, which could impact our ability to pass commodities costs to our customers.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We performed an evaluation required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of Tecnoglass, Inc.´s design and operating effectiveness of the internal controls over financial reporting as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, were effective as of June 30, 2023,March 31, 2024, in order to provide reasonable assurance that the information disclosed in our reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
For the quarter ended June 30, 2023,March 31, 2024, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
General Legal Matters
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds5. Other Information
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity duringDuring the sixthree months ended June 30, 2023 wasMarch 31, 2024, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as follows:defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
Periods | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||
January 1, 2023, to January 31, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | — | — | — | |||||||||||||
February 1, 2023, to February 28, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | — | — | — | |||||||||||||
March 1, 2023, to March 31, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | 100 | $ | 42 | 0 | ||||||||||||
April 1, 2023, to April 30, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | 200 | $ | 42 | 0 | ||||||||||||
May 1, 2023, to May 31, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | 520 | $ | 42 | 0 | ||||||||||||
June 1, 2023, to June 30, 2023 | ||||||||||||||||
Open market and privately negotiated purchases | 520 | $ | 42 | 0 | ||||||||||||
Total | 1,340 | $ | 42 | 0 | $ | 50,000,000 |
On November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of the Company’s common shares. As of June 30, 2023, the Company had not made any purchases under the program. The program does not obligate the Company to acquire a minimum amount of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
Item 6. Exhibits
Exhibit No. | Description | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Chief Executive Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | Financial statements from the Quarterly Report on Form 10-Q of Tecnoglass Inc. for the quarter ended | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TECNOGLASS INC. | ||
By: | /s/ Jose M. Daes | |
Jose M. Daes | ||
Chief Executive Officer | ||
(Principal executive officer) | ||
By: | /s/ Santiago Giraldo | |
Santiago Giraldo | ||
Chief Financial Officer | ||
(Principal financial and accounting officer) | ||
Date: |
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