UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| 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:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
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).
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 ☐ | |
| 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
☐
As of November 1, 2023, there were ordinary shares, $0.0001 par value per share, outstanding.
TECNOGLASS INC.
FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2023
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)
| September 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments | ||||||||
| Trade accounts receivable, net | ||||||||
| Due from related parties | ||||||||
| Inventories | ||||||||
| Contract assets – current portion | ||||||||
| Other current assets | ||||||||
| Total current assets | $ | $ | ||||||
| Long-term assets: | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Deferred income taxes | ||||||||
| Contract assets – non-current | ||||||||
| Long-term trade accounts receivable | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Long-term investments | ||||||||
| Other long-term assets | ||||||||
| Total long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Short-term debt and current portion of long-term debt | $ | $ | ||||||
| Trade accounts payable and accrued expenses | ||||||||
| Due to related parties | ||||||||
| Dividends payable | ||||||||
| Contract liability – current portion | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | $ | $ | ||||||
| Long-term liabilities: | ||||||||
| Deferred income taxes | $ | $ | ||||||
| Contract liability – non-current | ||||||||
| Long-term debt | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preferred shares, $ par value, shares authorized, shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | $ | $ | ||||||
| Ordinary shares, $ par value, shares authorized, and shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | ||||||||
| Legal Reserves | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Shareholders’ equity attributable to controlling interest | ||||||||
| Shareholders’ equity attributable to non-controlling interest | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
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)
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating revenues: | ||||||||||||||||
| External customers | $ | $ | $ | $ | ||||||||||||
| Related parties | ||||||||||||||||
| Total operating revenues | ||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income | ||||||||||||||||
| Non-operating income, net | ||||||||||||||||
| Equity method income | ||||||||||||||||
| Foreign currency transactions (loss) gains | ( | ) | ( | ) | ||||||||||||
| Interest expense and deferred cost of financing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before taxes | ||||||||||||||||
| Income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Income attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income attributable to parent | $ | $ | $ | $ | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative contracts | ||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | ||||||||||||
| Comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive income attributable to parent | $ | $ | $ | $ | ||||||||||||
| Basic income per share | $ | $ | $ | $ | ||||||||||||
| Diluted income per share | $ | $ | $ | |||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||
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)
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Allowance for credit losses | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income taxes | ||||||||
| Equity method income | ( | ) | ( | ) | ||||
| Deferred cost of financing | ||||||||
| Other non-cash adjustments | ( | ) | ||||||
| Unrealized currency translation (loss) gains | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Trade accounts payable and accrued expenses | ||||||||
| Taxes payable | ( | ) | ||||||
| Labor liabilities | ||||||||
| Other liabilities | ( | ) | ||||||
| Contract assets and liabilities | ||||||||
| Related parties | ( | ) | ||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | $ | $ | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of investments | ( | ) | ( | ) | ||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| CASH USED IN INVESTING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash dividend | ( | ) | ( | ) | ||||
| Stock buyback | ( | ) | ||||||
| Proceeds from debt | ||||||||
| Repayments of debt | ( | ) | ||||||
| CASH USED IN FINANCING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | $ | $ | ( | ) | ||||
| NET INCREASE IN CASH | ( | ) | ||||||
| CASH - Beginning of period | ||||||||
| CASH - End of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Tax | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Assets acquired under credit or debt | $ | $ | ||||||
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)
| 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, 2022 | | ( | ) | |||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Derivative financial instruments | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Share Repurchase | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Derivative financial instruments | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Share Repurchase | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Derivative financial instruments | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at Sep 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| 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 | | ( | ) | |||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Derivative financial instruments | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Legal Reserves | - | ( | ) | |||||||||||||||||||||||||||||||||
| Derivative financial instruments | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | | ( | ) | |||||||||||||||||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Legal Reserves | - | |||||||||||||||||||||||||||||||||||
| Derivative financial instruments | - | |||||||||||||||||||||||||||||||||||
| 0 | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Balance at Sep 30, 2022 | | ( | ) | |||||||||||||||||||||||||||||||||
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 and aluminum, office partitions and interior divisions, floating facades and commercial window showcases. The Company exports most of its products to foreign countries, selling to customers in North, Central and South America.
The Company manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass, and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars, and plates. Alution’s operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products.
The Company also designs, manufactures, markets, and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows.
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. 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”), 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 |
Accounting Standards Adopted in 2023
In
March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform
on Financial Reporting”. The amendments in this Update provide optional expedients and exceptions for contracts, hedging relationships
and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts,
hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference
rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply
to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships
existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of
the hedging relationship. The interest rate on our credit facility was updated to SOFR plus the same spread of
Note 3. - Inventories, net
| September
30, 2023 | December 31, 2022 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Spares and accessories | ||||||||
| Packing material | ||||||||
| Total Inventories, gross | ||||||||
| Less: Inventory allowance | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
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.
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Fixed price contracts | $ | $ | $ | $ | ||||||||||||
| Product sales | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
The following table presents geographical information about revenues.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Colombia | $ | $ | $ | $ | ||||||||||||
| United States | ||||||||||||||||
| Panama | ||||||||||||||||
| Other | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
The following table presents revenues breakdown by market.
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Residential | $ | $ | $ | $ | ||||||||||||
| Commercial | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
| 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:
| September 30, 2023 | December 31, 2022 | |||||||
| Trade accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The changes in the allowance for credit losses for the nine months ended September 30, 2023, are:
|
| Nine months ended September 30, 2023 | |||
| Balance at beginning of period | $ | |||
| Provisions for credit losses | ||||
| Deductions and write-offs, net of foreign currency adjustment | ( | ) | ||
| Balance at end of period | $ | |||
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).
| September 30, 2023 | December 31, 2022 | |||||||
| Contract assets — current | $ | $ | ||||||
| Contract assets — non-current | ||||||||
| Contract liabilities — current | ( | ) | ( | ) | ||||
| Contract liabilities — non-current | ( | ) | ( | ) | ||||
| Net contract assets | $ | ( | ) | $ | ( | ) | ||
The components of contract assets are presented in the table below.
| September 30, 2023 | December 31, 2022 | |||||||
| Unbilled contract receivables, gross | $ | $ | ||||||
| Retainage | ||||||||
| Total contract assets | ||||||||
| Less: current portion | ||||||||
| Contract Assets – non-current | $ | $ | ||||||
The components of contract liabilities are presented in the table below.
| September 30, 2023 | December 31, 2022 | |||||||
| Billings in excess of costs | $ | |||||||
| Advances from customers on uncompleted contracts | ||||||||
| Total contract liabilities | ||||||||
| Less: current portion | ||||||||
| Contract liabilities – non-current | $ | |||||||
During
the three and nine months ended September 30, 2023, the Company recognized $
Remaining Performance Obligations
As
of September 30, 2023, the Company had $
| 11 |
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.
|
September 30, 2023 | |||||||||||
| Gross | Acc. Amort. | Net | ||||||||||
| Notice of Acceptances (NOAs), product designs and other intellectual property | ( | ) | ||||||||||
| December 31, 2022 | ||||||||||||
| Gross | Acc. Amort. | Net | ||||||||||
| Trade Names | $ | $ | ( | ) | $ | |||||||
| Notice of Acceptances (NOAs), product designs and other intellectual property | ( | ) | ||||||||||
| Non-compete Agreement | ( | ) | ||||||||||
| Customer Relationships | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
The
weighted average amortization period is
During
the three and nine months ended September 30, 2023, the amortization expense amounted to $
The estimated aggregate amortization expense for each of the five succeeding years as of September 30, 2023, is as follows:
| Year ending | (in thousands) | |||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| $ | ||||
| 12 |
Note 6. Supplier Finance Program
Tecnoglass 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 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 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 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 September 30, 2023, the obligations outstanding related to the supplier finance program amounted to $
Note 7. Debt
The Company’s debt is comprised of the following:
| September 30, 2023 | December 31, 2022 | |||||||
| Revolving lines of credit | $ | $ | ||||||
| Finance lease | ||||||||
| Senior Secured Credit Facility | ||||||||
| Less: Deferred cost of financing | ( | ) | ( | ) | ||||
| Total obligations under borrowing arrangements | ||||||||
| Less: Current portion of long-term debt and other current borrowings | ||||||||
| Long-term debt | $ | $ | ||||||
In
November 2021, the Company amended its Senior Secured Credit Facility to
Maturities of long-term debt and other current borrowings are as follows as of September 30, 2023:
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total | $ |
The
Company’s loans have maturities ranging from a
| 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 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 LIBOR plus spread to SOFR plus
spread. The settlements of the instruments remain under the existing conditions; however, the fixed leg goes from
As
of September 30, 2023, the fair value of our interest rate swap was in a net asset position of $
We
assess the effectiveness of our interest rate swap contracts by comparing the change in the fair value of the interest rate swap contracts
to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our interest rate swap
contracts is reported as a component of accumulated other comprehensive income and is reclassified into earnings in the same line item
in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. The amount of
gains, net, recognized in the “accumulated other comprehensive income” line item in the accompanying consolidated balance
sheet as of September 30, 2023, that we expect will be reclassified to earnings within the next twelve months, is $
The fair value of our interest rate swap hedges is classified in the accompanying consolidated balance sheets, as of September 30, 2023, as follows:
| Derivative Assets | Derivative Liabilities | |||||||||||
| September 30, 2023 | September 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 | $ | Accrued liabilities | $ | ||||||||
| Total derivative instruments | Total derivative assets | $ | Total derivative liabilities | $ | ||||||||
The
ending accumulated balance for the interest rate swap contracts included in accumulated other comprehensive income was $
The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the quarter ended September 30, 2023:
| Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
| Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | ||||||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||
| Interest rate swap contracts and foreign currency non-delivery forwards contracts | $ | | $ | | Interest expense and operating income | $ | | $ | | |||||||||
The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the nine months ended September 30, 2023:
| Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
| Amount of Gain or (Loss) Recognized in OCI (Loss) on Derivatives | Location of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | Amount of Gain or (Loss) Reclassified from Accumulated OCI (Loss) into Income | ||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | |||||||||||||||
| Interest Rate Swap Contracts | $ | $ | Interest Expense and Operating Income | $ | $ | |||||||||||||
| 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 September 30, 2023, 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:
| September 30, 2023 | December 31, 2022 | |||||||
| Fair Value | ||||||||
| Carrying Value | ||||||||
| 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 as well as all the other subsidiaries in the Cayman Islands do not currently have any tax obligations.
The components of income tax expense are as follows:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Current income tax | ||||||||||||||||
| United States | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Colombia | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Panama | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Deferred income Tax | ||||||||||||||||
| United States | ( | ) | ( | ) | ||||||||||||
| Colombia | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Total income provision | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Effective tax rate | % | % | % | % | ||||||||||||
The
weighted average statutory income tax rate for 2023 and 2022, was
Note 10. Related Parties
The following is a summary of assets, liabilities, and income transactions with all related parties:
| September 30, 2023 | December 31, 2022 | |||||||
| Due from related parties: | ||||||||
| Alutrafic Led SAS | ||||||||
| Studio Avanti SAS | ||||||||
| Due from other related parties | ||||||||
| Total due from related parties | $ | $ | ||||||
| Due to related parties: | ||||||||
| Vidrio Andino | ||||||||
| Due to other related parties | ||||||||
| Total due to related parties | $ | $ | ||||||
Three
months ended | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Sales to related parties: | ||||||||||||||||
| Alutrafic Led SAS | ||||||||||||||||
| Studio Avanti SAS | ||||||||||||||||
| Sales to other related parties | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 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 nine months ended September 30, 2023, we sold $
Barranquilla Capital de Luz SAS
In
the ordinary course of business, we purchase products from Barranquilla Capital de Luz SAS (“Alubaq”), 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 Alubaq. During the three and nine months ended September 30, 2023, we purchased equipment from Alubaq for $
Fundacion Tecnoglass-ESWindows
Fundacion
Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we
operate. We made charitable contributions during the three and nine months ended September 30, 2023 of $
Santa Maria del Mar SAS
In
the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estación Santa Maria del Mar SAS,
a gas station located in the vicinity of our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes. During
the three and nine months ended September 30, 2023, we purchased $
Studio Avanti SAS
In
the ordinary course of business, we sell products to Studio Avanti SAS (“Avanti”), a distributer and installer of architectural
systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling
shareholder of the Company. As of September 30, 2023 and December 31, 2022, the Company had outstanding accounts receivable from Avanti
of $
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
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
In
the ordinary course of business, we purchased $
Zofracosta SA
We
have an investment in Zofracosta SA, a real estate holding company located in the vicinity of the proposed glass plant being built through
our Vidrio Andino joint venture, recorded at $
Note 11. Shareholders’ Equity
Dividends
On September 15, 2023, the Company declared a regular quarterly dividend of $ per share, or $ per share on an annualized basis. The dividend was paid on October 31, 2023, to shareholders of record as of the close of business on September 29, 2023.
Earnings per Share
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Numerator for basic and diluted earnings per share | ||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||
| Denominator | ||||||||||||||||
| Denominator for basic earnings per ordinary share - weighted average shares outstanding | ||||||||||||||||
| Effect of dilutive securities and stock dividend | ||||||||||||||||
| Denominator for diluted earnings per ordinary share - weighted average shares outstanding | ||||||||||||||||
| Basic earnings per ordinary share | $ | $ | $ | $ | ||||||||||||
| Diluted earnings per ordinary share | $ | $ | $ | $ | ||||||||||||
| 17 |
Note 12. Commitments and Contingencies
Commitments
As
of September 30, 2023, the Company had outstanding obligations to purchase an aggregate of at least $
On
May 3, 2019, we consummated a joint venture agreement with Saint-Gobain whereby we acquired a
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
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.
| 18 |
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, supplier and installer of architectural glass, windows and associated aluminum and vinyl products for the global commercial and residential construction markets. With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have 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 2022 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 have 40 years of experience in architectural glass and aluminum profile structure assembly. We transform a variety of glass products, including tempered safety, double thermo-acoustic and laminated glass. Our finished glass products are installed in a wide variety of buildings across a number of different applications, including floating facades, curtain walls, windows, doors, handrails, and interior and bathroom spatial dividers. We also produce aluminum products such as profiles, rods, bars, plates and other hardware used in the manufacturing of windows.