|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.:
|
|
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
As of November 4, 2025, there were ordinary shares, $ par value per share, outstanding.
TECNOGLASS INC.
FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2025
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, 2025 | December 31, 2024 | |||||||
| 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 | $ |
|
$ |
|
||||
| Long-term account receivables |
|
|||||||
| Deferred income taxes |
|
|
||||||
| Contract assets – non-current |
|
|
||||||
| 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 | $ |
|
$ |
|
||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preferred shares, $ par value, shares authorized, shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | $ | $ | ||||||
| Ordinary shares, $ par value, shares authorized, and shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
|
|
||||||
| Legal Reserves |
|
|
||||||
| Additional paid-in capital |
|
|
||||||
| Retained earnings |
|
|
||||||
| Accumulated other comprehensive loss |
(
|
) |
(
|
) | ||||
| 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, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| 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 |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Other Operating income |
|
|
||||||||||||||
| Operating income |
|
|
|
|
||||||||||||
| Non-operating income, net |
|
|
|
|
||||||||||||
| Equity method income |
|
|
|
|
||||||||||||
| Foreign currency transactions (loss) gains |
|
|
|
(
|
) | |||||||||||
| Loss on debt extinguishment |
(
|
) |
(
|
) | ||||||||||||
| Interest income (expense), net and deferred cost of financing |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Income before taxes |
|
|
|
|
||||||||||||
| Income tax provision |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Basic income per share | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Diluted income per share | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Basic weighted average common shares outstanding |
|
|
|
|
||||||||||||
| Diluted weighted average common shares outstanding |
|
|
|
|
||||||||||||
| Other comprehensive income: | ||||||||||||||||
| Foreign currency translation adjustments |
|
(
|
) |
|
(
|
) | ||||||||||
| Change in fair value of derivative contracts |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Other comprehensive income |
|
(
|
) |
|
(
|
) | ||||||||||
| Comprehensive income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
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, | ||||||||
| 2025 | 2024 | |||||||
| 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 |
(
|
) |
(
|
) | ||||
| Gain on disposal of assets |
(
|
) | ||||||
| Deferred cost of financing |
|
|
||||||
| Other non-cash adjustments |
|
|
||||||
| Loss on extinguishment of debt |
|
|||||||
| Realized gain on derivative instruments |
(
|
) | ||||||
| Unrealized currency translation loss |
(
|
) |
|
|||||
| 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 |
(
|
) |
(
|
) | ||||
| Business acquisition |
(
|
) | ||||||
| Dividends received |
|
|
||||||
| Sale of property and equipment |
|
|||||||
| Acquisition of property and equipment |
(
|
) |
(
|
) | ||||
| CASH USED IN INVESTING ACTIVITIES | $ |
(
|
) | $ |
(
|
) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash dividend |
(
|
) |
(
|
) | ||||
| Deferred financing costs and debt issuance fees |
(
|
) | ||||||
| Non-controlling interest purchase |
(
|
) | ||||||
| Share repurchase |
(
|
) |
(
|
) | ||||
| Proceeds from debt |
|
|
||||||
| Repayments of debt |
(
|
) |
(
|
) | ||||
| CASH USED IN FINANCING ACTIVITIES | $ |
(
|
) | $ |
(
|
) | ||
| Effect of exchange rate changes on cash and cash equivalents | $ |
|
$ |
(
|
) | |||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(
|
) |
(
|
) | ||||
| CASH AND CASH EQUIVALENTS - Beginning of period |
|
|
||||||
| CASH AND CASH EQUIVALENTS - 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 | $ |
|
$ |
|
||||
| Account payable for business acquisition | $ |
|
$ | |||||
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, $0.0001
Par Value |
Additional
Paid in |
Legal | Retained | Accumulated Other Comprehensive | Total Shareholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | ||||||||||||||||||||||
| Balance at December 31, 2024 |
|
|
|
|
|
(
|
) |
|
||||||||||||||||||||
| Dividend ($ per share) | - |
(
|
) |
(
|
) | |||||||||||||||||||||||
| Share Repurchase |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||
| Derivative financial instruments | - |
(
|
) |
(
|
) | |||||||||||||||||||||||
| Foreign currency translation | - |
|
|
|||||||||||||||||||||||||
| Net income | - |
|
|
|||||||||||||||||||||||||
| Balance at March 31, 2025 |
|
|
|
|
|
(
|
) |
|
||||||||||||||||||||
| Dividend ($ per share) | - |
(
|
) |
(
|
) | |||||||||||||||||||||||
| Share Repurchase |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||
| Legal Reserves | - | |||||||||||||||||||||||||||
| Derivative financial instruments | - |
|
|
|||||||||||||||||||||||||
| Foreign currency translation | - |
|
|
|||||||||||||||||||||||||
| Net income | - |
|
|
|||||||||||||||||||||||||
| Balance at June 30, 2025 |
|
|
|
|
|
(
|
) |
|
||||||||||||||||||||
| Dividend ($ per share) |
(
|
) |
(
|
) | ||||||||||||||||||||||||
| Share Repurchase |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||
| Legal Reserves | ||||||||||||||||||||||||||||
| Derivative financial instruments |
(
|
) |
(
|
) | ||||||||||||||||||||||||
| Foreign currency translation | - |
|
|
|||||||||||||||||||||||||
| Net income | - |
|
|
|||||||||||||||||||||||||
| Balance at Sep 30, 2025 |
|
|
|
|
|
(
|
) |
|
||||||||||||||||||||
|
Ordinary Shares,
$0.0001 Par Value |
Additional Paid in |
Legal | Retained |
Accumulated Other Comprehensive |
Total Shareholders’ |
Non- Controlling |
Total Shareholders’ Equity and Non- Controlling |
|||||||||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Earnings | Loss | Equity | Interest | Interest | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 |
|
|
|
|
|
(
|
) |
|
|
|||||||||||||||||||||||||||
| Dividend ($ per share) | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Derivative financial instruments | - |
|
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation | - |
|
|
|
||||||||||||||||||||||||||||||||
| Net income | - |
|
|
|
||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
|
|
|
|
|
(
|
) |
|
|
|||||||||||||||||||||||||||
| Dividend ($ per share) | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Share Repurchase |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||
| Derivative financial instruments | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Foreign currency translation | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Net income | - |
|
|
|
||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 |
|
|
|
|
|
(
|
) |
|
|
|||||||||||||||||||||||||||
| Dividend ($ per share) | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Share Repurchase |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||
| Derivative financial instruments | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Foreign currency translation | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||
| Net income | - |
|
|
|
||||||||||||||||||||||||||||||||
| Balance at Sep 30, 2024 |
|
|
|
|
|
(
|
) |
|
|
|||||||||||||||||||||||||||
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”, “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 vinyl, office partitions and interior divisions, floating facades and commercial window showcases. The Company sells to customers in North, Central and South America.
The Company manufactures glass, aluminum, and vinyl products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. 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 vinyl 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, 2024. 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. The segment comprises the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window products sold to residential and commercial markets.
The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on gross profit and net income that also is reported on the income statement as consolidated net income, cash flows from operations which are reported on the consolidated statement of cash flows, along with certain non-G.A.A.P metrics. Significant segment expenses include cost of sales, selling expense, and general and administrative expenses. Other segment items included in consolidated net income are interest expense, other expense, net and the provision for income taxes, which are reflected in the condensed consolidated statements of operations and other comprehensive income. These metrics are used to monitor budgeted versus actual results, and competitive analysis by benchmarking to the Company’s competitors. The Company’s CODM are Company’s Chief Executive Officer and Chief Operating Officer acting together as a group.
The Company performs intra-entity sales and transfers within its single segment comprised of several vertically integrated processes including its main manufacturing operations in Colombia and distribution and installation in the United States. The Company considers its operations to be a single reporting segment because it only produces architectural glass and window systems to serve similar markets in a vertically integrated platform.
| 7 |
Principles of Consolidation
These unaudited consolidated financial statements consolidate Tecnoglass, 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 RE LLC, GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC, ES Metals SAS (“ES Metals”), Ventanas Solar S.A (“VS”), which are entities wholly owned by Tecnoglass. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control.
Derivative Financial Instruments
The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the 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.
Product Warranties
The
Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in
which the products are sold.
The changes in the product warranty liability for the nine months ended September 30, 2025 are:
| Nine months | ||||
| ended | ||||
| September 30, | ||||
| 2025 | ||||
| Balance at beginning of period | $ | |||
| Accruals for product warranties issued during period |
|
|||
| Reductions for payments made under product warranties |
(
|
) | ||
| Balance at end of period | $ |
|
||
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The Board is issuing this Update to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This Update is intended to modernize and simplify the accounting for costs incurred in developing internal-use software, aligning the guidance with current agile and iterative development practices. The amendments eliminate the previous phase-based model, introduce a two-step capitalization threshold requiring both management authorization and a probable completion assessment, and incorporate website development costs within Subtopic 350-40, superseding prior guidance in ASC 350-50. Entities are also required to apply greater judgment in assessing significant development uncertainty, deferring capitalization until such uncertainty is resolved. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Board is issuing amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders, creditors, and other allocators 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 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 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures. Specifically, the amendments require annual disclosure of: (i) a detailed rate reconciliation table that includes specific categories with separate disclosure of items that are equal to or greater than 5% of the statutory tax applied to pretax income; (ii) income taxes paid (net of refunds received), disaggregated by federal, state, and foreign amounts; and (iii) income taxes paid (net) further disaggregated by individual jurisdiction when such amounts are equal to or greater than 5% of total income taxes paid. Additionally, the Company must disclose pretax income (or loss) from continuing operations and income tax expense (or benefit) from continuing operations, each disaggregated between domestic and foreign. The amendments in this Update are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis and retrospective application is permitted.
| 8 |
Note 3. Acquisitions
Contiglass Asset Acquisition, LLC
In April 3, 2025, Tecnoglass acquired certain assets and assumed liabilities of Florida-based Continental Glass Systems, LLC., a premier provider of innovative architectural glass and glazing solutions in the Southeast U.S., to create wholly owned Contiglass Asset Acquisition, LLC (“Contiglass). This acquisition included a manufacturing plant, various intangibles, and a substantial project backlog in both execution and pipeline phases. This transaction is considered a business combination under U.S. GAAP. Continental’s production capabilities, high-quality product portfolio, and reputation for excellence strengthens Tecnoglass’ U.S. market presence, broadens its client reach, and creates synergies that reinforce Tecnoglass’ leadership position in the architectural glass industry. Additionally, the Company anticipates operational benefits as it integrates Continental’s supply chains into its existing manufacturing operations.
The
purchase price for the acquisition was $
The
total consideration transferred is $
The following table summarizes the purchase price allocation of the total consideration transferred:
| Consideration Transferred: | ||||
| Total purchase price | $ |
|
||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | Preliminary Purchase Price Allocation | Measurement Period Adjustments | Adjusted Purchase Price Allocation | |||||||||
| Cash and equivalents | $ | |||||||||||
| Accounts Receivable |
|
|
||||||||||
| Other Current Assets |
|
|
||||||||||
| Property, plant, and equipment |
|
|
||||||||||
| Trade Name |
|
|
||||||||||
| Contract Backlog |
|
|
||||||||||
| Notice of Acceptance and FBC permits |
|
|
||||||||||
| Right-of-use assets |
|
(
|
) |
|
||||||||
| Account payable |
(
|
) |
(
|
) | ||||||||
| Accrued expenses |
(
|
) |
(
|
) | ||||||||
| Service revenue deposit |
(
|
) |
|
(
|
) | |||||||
| Lease liabilities |
(
|
) |
|
(
|
) | |||||||
| Billings in excess of cost and profit |
(
|
) |
(
|
) | ||||||||
| Total identifiable net assets |
|
|
|
|||||||||
| Goodwill | $ |
|
(
|
) | $ |
|
||||||
The
excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed were recorded as goodwill.
The identifiable intangible asset subject to amortization was the tradename, backlog of projects, and certain Notice of Acceptance and
Florida Building Code permits, which have a remaining useful life of
two to
The following unaudited pro forma financial information assumes the business acquisition had occurred at the beginning of the earliest period presented. Pro forma results have been prepared by adjusting our historical results to include the results from Continental Glass Systems’ acquired assets and assumed liabilities adjusted for the amortization expense related to the intangible assets arising from the acquisition. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted if the acquisition had been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results.
| Pro-Forma | Pro-Forma | Pro-Forma | Pro-Forma | |||||||||||||
| Three Months | Three Months | Nine months | Nine months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| (in thousands, except per share amounts) | September 30, 2025 | September 30, 2024 | September 30, 2025 |
September
30, 2024 |
||||||||||||
| Pro Forma Results | ||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Contiglass
Asset Acquisition, LLC, contributed revenues of $
| 9 |
Note 4. - Inventories, net
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Raw materials | $ |
|
|
|||||
| Work in process |
|
|
||||||
| Finished goods |
|
|
||||||
| Spares and accessories |
|
|
||||||
| Packing material |
|
|
||||||
| Total Inventories, gross |
|
|
||||||
| Less: Inventory allowance |
(
|
) |
(
|
) | ||||
| Total inventories, net | $ |
|
|
|||||
Note 5. – 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 nature, amount, timing and uncertainty of the Company’s revenue and cash flows.
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Fixed price contracts | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Product sales |
|
|
|
|
||||||||||||
| Total Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The following table presents revenues broken down by geographical location:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Colombia | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| United States |
|
|
|
|
||||||||||||
| Panama |
|
|
|
|
||||||||||||
| Other |
|
|
|
|
||||||||||||
| Total Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The following table presents revenues broken down by market:
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Residential | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Commercial |
|
|
|
|
||||||||||||
| Total Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| 10 |
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 consists of the following:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Trade accounts receivable |
|
|
||||||
| Less: Allowance for credit losses |
(
|
) |
(
|
) | ||||
| Total | $ |
|
$ |
|
||||
The changes in the allowance for credit losses for the Nine months ended September 30, 2025, are:
|
Nine months
ended September 30, 2025 |
||||
| 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.
| 11 |
The table below presents the components of net contract assets (liabilities):
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Contract assets — current | $ |
|
$ |
|
||||
| Contract assets — non-current |
|
|
||||||
| Contract liabilities — current |
(
|
) |
(
|
) | ||||
| Contract liabilities — non-current |
(
|
) | ||||||
| Net contract liability | $ |
(
|
) | $ |
(
|
) | ||
The components of contract assets are presented in the table below:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| 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,
2025 |
December 31,
2024 |
|||||||
| 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, 2025, the Company recognized $
Remaining Performance Obligations
As
of September 30, 2025, the Company had $
| 12 |
Note 6. Intangible Assets and Goodwill
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 Continental Glass Systems LLC.
| September 30, 2025 | ||||||||||||
| Gross | Acc. Amort. | Net | ||||||||||
| Trade Names | $ |
|
$ |
(
|
) | $ |
|
|||||
| Software and licenses |
|
(
|
) |
|
||||||||
| Notice of Acceptances (NOAs), product designs and other intellectual property |
|
(
|
) |
|
||||||||
| Contract Backlog |
|
(
|
) |
|
||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||
| December 31, 2024 | ||||||||||||
| Gross | Acc. Amort. | Net | ||||||||||
| Notice of Acceptances (NOAs), product designs and other intellectual property |
|
(
|
) |
|
||||||||
The
weighted average amortization period is
During
the three and nine months ended September 30, 2025, the amortization expense amounted to $
The estimated aggregate amortization expense for each of the five succeeding years as of September 30, 2025, is as follows:
| Year ending December 31, | ||||
| 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
||
Goodwill
The table below provides a reconciliation of the beginning and ending balances of Goodwill recorded on the Company’s balance sheet:
| Beginning balance - December 31, 2024 | $ |
|
||
| Continental glass acquisition PPA – June 30, 2025 |
|
|||
| Continental glass acquisition PPA adjustment – September 30, 2025 |
(
|
) | ||
| Ending balance – September 30, 2025 | $ |
|
Note 7. 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 September 30, 2025, the obligations outstanding related to the supplier finance program amounted to $
| 13 |
Note 8. Debt
The Company’s debt is comprised of the following:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Revolving lines of credit | $ |
|
$ |
|
||||
| Finance lease |
|
|
||||||
| Other current debt |
|
|||||||
| 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
September 2025, the Company entered into a new Senior Secured Credit Facility , transitioning from a term loan and revolving facility
structure to a fully committed revolving facility structure which allowed the company (i) increase total committed borrowing capacity
from $
The
transaction was accounted for as a debt extinguishment under ASC 470-50. Accordingly, the prior term-loan and revolving credit facilities
were derecognized, and the new revolving facility was initially recognized at its principal amount, net of deferred financing costs.
As a result, the Company recognized a loss on extinguishment of debt of $
Interest income (expense), net and deferred cost of financing is comprised of the following:
| Three months ended | nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Interest income (expense), net and deferred cost of financing: | ||||||||||||||||
| Interest expense |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Deferred cost of financing |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Derivative financial instrument gain |
|
|
||||||||||||||
| Interest income (expense), net and deferred cost of financing: | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
Maturities of long-term debt and other current borrowings as of September 30, 2025, are as follows:
| 2026 | $ |
|
||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 |
|
|||
| Total | $ |
|
The
Company’s loans have maturities ranging from
Note 9. 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, 2024, we entered into several foreign currency non-delivery option 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 discontinuation, on June 21, 2023, the Company amended the Interest Rate Swap contract from Libor 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
| 14 |
On
September 4, 2025, the Company entered into a new senior secured revolving credit facility, replacing its prior term-loan and revolver.
The new facility increased total committed borrowing capacity from $
As
of September 30, 2025, the fair value of our interest rate swap and foreign currency non-delivery option contracts was in a net asset
position of $
During the three months ended September 30, 2025, we assessed the effectiveness of foreign currency non-delivery option contracts by comparing the change in the fair value of the foreign currency non-delivery option contracts to the change in the expected cash to be paid for the hedge item. Because of the discontinuation of the hedge accounting for the interest rate swap in Q3 2025 2025 as a result of the extinguishment of the underlying hedged debt instrument, we did not assess the effectiveness of this instrument.
The effective portion of the gain or loss on our foreign currency non-delivery option 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 change in the fair value of the interest rate swap designated as an economic hedge will be included in earnings at the moment of its valuation.
The
amount of gains, net, recognized in the “accumulated other comprehensive income” line item in the accompanying consolidated
balance sheet as of September 30, 2025 for the foreign currency non-delivery option contracts that we expect will be reclassified to
earnings within the next twelve months, is $
The fair value of our interest rate swap and foreign currency non-delivery option hedges is classified in the accompanying consolidated balance sheets, as of September 30, 2025, as follows:
| Derivative Assets | Derivative Liabilities | |||||||||||
| Derivatives designated as hedging instruments | September 30, 2025 | September 30, 2025 | ||||||||||
| under Subtopic 815-20: |
Balance Sheet Location |
Fair Value |
Balance Sheet Location |
Fair Value | ||||||||
| Derivative instruments: | ||||||||||||
| Interest Rate Swap Contracts | Other current assets | $ |
|
Accrued liabilities | $ | |||||||
| foreign currency non-delivery forwards |
|
|||||||||||
| Total derivative instruments | Total derivative assets | $ |
|
Total derivative liabilities | $ | |||||||
The
ending accumulated balance for foreign currency non-delivery option contracts included in accumulated other comprehensive income, net
of tax, was $
The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the three months and nine months ended September 30, 2025, and 2024:
| 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 | ||||||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Interest Rate Swap and foreign currency non-delivery forwards Contracts |
(
|
) | $ |
(
|
) | Interest income (expense), net and deferred cost of financing and operating revenues | $ |
|
$ |
|
||||||||
| Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
| Amount of Gain or (Loss) | Location of Gain or (Loss) Reclassified from Accumulated |
Amount of Gain or (Loss)
Reclassified from |
||||||||||||||||
| Recognized in OCI (Loss) on | OCI (Loss) into | Accumulated | ||||||||||||||||
| Derivatives | Income | OCI (Loss) into Income | ||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Interest Rate Swap and foreign currency non-delivery forwards Contracts | $ |
(
|
) | $ |
(
|
) | Interest income (expense), net and deferred cost of financing and operating revenues | $ |
|
$ |
|
|||||||
| 15 |
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, 2025, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 8 – Debt. The fair value of long-term debt was calculated based on an analysis of future cash flows discounted 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,
2025 |
December 31,
2024 |
|||||||
| Fair Value | $ |
|
$ |
|
||||
| Carrying Value | $ |
|
$ |
|
||||
Note 10. Income Taxes
The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. Tecnoglass as well as the Company’s other subsidiaries in the Cayman Islands do not currently have any tax obligations.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, reinstating 100% bonus depreciation, increasing Section 179 expensing limits, modifying the Section 163(j) interest limitation, full expensing of domestic R&D and deductibility of qualified production structures. As these provisions are temporary in nature, their current and deferred tax effects offset, resulting in no material impact on the Company’s effective tax rate.
| 16 |
The components of income tax expense are as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current income tax | ||||||||||||||||
| United States | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Colombia |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Panama |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | |||||||||
| Deferred income Tax | ||||||||||||||||
| United States |
(
|
) |
|
(
|
) |
|
||||||||||
| Colombia |
(
|
) |
|
(
|
) |
|
||||||||||
|
(
|
) |
|
(
|
) |
|
|||||||||||
| Total income provision | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Effective tax rate |
|
% |
|
% |
|
% |
|
% | ||||||||
The
effective income tax rate for the three and nine months ended September 30, 2025, of
Note 11. Related Parties
The following is a summary of assets, liabilities, and income transactions with all related parties:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Due from related parties: | ||||||||
| Fundación Tecnoglass-ESWindows |
|
|
||||||
| Prisma-Glass LLC |
|
|
||||||
| 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
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales to related parties: | ||||||||||||||||
| Prisma Glass LLC |
|
|
|
|
||||||||||||
| Alutrafic Led SAS |
|
|
|
|
||||||||||||
| Studio Avanti SAS |
|
|
|
|
||||||||||||
| Sales to other related parties |
|
|
|
|
||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| 17 |
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, 2025, we sold $
Fundacion Tecnoglass-ESWindows
Fundacion
Tecnoglass-ESWindows is a non-for-profit entity 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, 2025, of $
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 $
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, 2025, 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, 2025, and December 31, 2024, 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
| 18 |
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 12. Shareholders’ Equity
Dividends
On September 11, 2025, the Company declared a regular quarterly dividend of $ per share, or $ per share on an annualized basis. The dividend was paid on October 31, 2025, to shareholders of record as of the close of business on September 30, 2025.
Earnings per Share
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator for basic and diluted earnings per share | ||||||||||||||||
| Net Income attributable to parent | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| 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 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Share Repurchase Program
On November 3, 2022, the Company’s
Board of Directors authorized a share repurchase program permitting the repurchase of up to $
During the nine months ended
September 30, 2025, the Company repurchased
shares for an aggregate purchase price of $
On November 5, 2025, the Board of Directors approved an increase in the share repurchase authorization to $
million.
Following this expansion, the Company has approximately $
Note 13. Commitments and Contingencies
Commitments
As
of September 30, 2025, the Company had outstanding obligations to purchase an aggregate of at least $
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 experienced and highly 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 other components. Our dedicated and knowledgeable team serves a diverse range of commercial and residential construction 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 2023 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.
With over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products. Our offerings include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers. In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware 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 100 Hood Park Drive (Boston), 601 West 29 th St (New York). Norwegian Cruise Line Terminal B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge), AE’O Tower (Honolulu), Salesforce Tower (San Francisco), and 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 allowed us added control over our supply chain 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.
On April 3, 2025, we completed the acquisition of certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency.
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. We also launched a residential window offering which, we believe, will help us expand our presence in the 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, will allow us to generate further growth in the future.
We have focused on working 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, 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 and in pursuit of our cooperation with the attainment of the SDGs 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 for 2050.
RESULTS OF OPERATIONS
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating Revenues | $ | 260,479 | $ | 238,327 | $ | 738,313 | $ | 650,608 | ||||||||
| Cost of sales | (149,159 | ) | (129,094 | ) | (415,133 | ) | (377,138 | ) | ||||||||
| Gross profit | 111,320 | 109,233 | 323,180 | 273,470 | ||||||||||||
| Operating expenses | (47,298 | ) | (41,538 | ) | (142,905 | ) | (113,619 | ) | ||||||||
| Other operating income | 1,361 | - | 5,641 | - | ||||||||||||
| Operating income | 65,383 | 67,695 | 185,916 | 159,851 | ||||||||||||
| Non-operating income, net | 1,012 | 1,365 | 2,616 | 5,176 | ||||||||||||
| Equity method income | 519 | 1,394 | 2,805 | 3,677 | ||||||||||||
| Foreign currency transactions gains (losses) | 1,865 | 870 | 2,203 | (4,858 | ) | |||||||||||
| Loss on debt extinguishment | (1,354 | ) | - | (1,354 | ) | - | ||||||||||
| Interest income (expense), net and deferred cost of financing | 564 | (1,811 | ) | (2,117 | ) | (5,923 | ) | |||||||||
| Income tax provision | (20,801 | ) | (19,978 | ) | (56,609 | ) | (43,630 | ) | ||||||||
| Net income | 47,188 | 49,535 | 133,460 | 114,293 | ||||||||||||
Comparison of quarterly periods ended September 30, 2025, and 2024
Revenues
Operating revenues increased $22.2 million, or 9.3%, from $238.3 during the quarter ended September 30, 2024, to $260.5 million, during the quarter ended September 30, 2025. Strong revenues during the third quarter of 2025 were driven by strong activity in the U.S market, where revenues increased $18.3 million, or 8.0% year over year, to $246.4 million during the quarter ended September 30, 2025. The increase was driven by strong growth in the US commercial market, up 12.3% or $14.6 million year over year as we continue to execute on our growing project backlog. Additionally, higher residential revenues, up $3.8 million, or 3.4% year over year, resulting from strong demand momentum during the first half of 2025. Revenues from Latin America and the Caribbean increased $3.8 million, or 37.0% year over year.
Gross profit
Gross profit increased $2.1 million, or 1.9%, from $109.2 million during the three months ended September 30, 2024, to $111.3 million, during the three months ended September 30, 2025. The gross profit margin during the three months ended September 30, 2025, was 42.7%, compared to 45.8% during the third quarter of 2024, primarily driven by higher raw material costs associated with increased premiums to source US aluminum, a stronger Colombian Peso and an unfavorable revenue mix, as commercial revenues with installation services rose year over year as we execute on our growing backlog of projects with installation. Finally, a 9.5% increase in minimum wages set at the beginning of 2025, coupled with the aforementioned strengthening of the Colombian Peso, also negatively impacted gross margins year over year. The aforementioned factors were partially offset by positive pricing adjustments implemented earlier in the year.
Expenses
Operating expenses increased $5.8 million, or 13.9%, from $41.5 million to $47.3 million for the quarters ended September 30, 2024, and 2025, respectively. The increase resulted primarily from recent Tariffs on imports into the U.S. which generated $1.4 million expense during the quarter ended September 30, 2025, lower than the $8.2 million expense on tariffs during the three months ended June 30, 2025, mainly related to our American sourced aluminum initiative. Additionally, selling, general and administrative expenses increased nominally given higher transportation and commission expenses on incremental revenues.
Non operating income and expenses, net
During the three months ended September 30, 2025 and 2024, the Company recorded net non-operating income of $1.0 million and $1.4 million, respectively. Non-operating income is comprised of interest income from short term investments, as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence. Equity method income from our joint venture with Saint Gobain decreased $0.9 million, or 62.8%, to $0.5 million during the quarter ended September 30, 2025, compared to $1.4 million recorded during the quarter ended September 30, 2024.
| 21 |
Foreign currency transaction gains and losses
During the three months ended September 30, 2025, the Company recorded a non-operating income of $1.9 million associated with foreign currency transactions compared to a net non-operating income of $0.9 million during the three months ended September 30, 2024.
Loss on debt extinguishment
In September 2025, the Company entered into a new Senior Secured Credit Facility to replace its prior credit agreement dated November 2021. The new facility transitions the Company from a term-loan-plus-revolver structure to a fully committed revolving facility and (i) increases total committed borrowing capacity from $150 million to $500 million, (ii) reduces borrowing costs by approximately 25 basis points, and (iii) extends the initial maturity date by five years to December 2030. Borrowings under the new facility bear interest at the Secured Overnight Financing Rate (SOFR) with no floor, plus a spread of 1.25%, based on the Company’s net leverage ratio. The effective interest rate for this facility, including deferred issuance costs, is 5.67% as of September 30, 2025. In connection with the establishment of the new facility, the Company incurred total costs and fees of $2,783 which were capitalized as deferred financing costs.
The transaction was accounted for as a debt extinguishment in accordance with ASC 470-50. As a result, the Company recognized a loss on extinguishment of debt of $1,354, representing the write-off of the remaining unamortized deferred financing costs related to the prior credit facilities and termination costs associated with closing the previous facility.
Interest income (expense), net and deferred cost of financing
Interest expense and deferred cost of financing increased by $0.4 million, or 19.4%, to $2.2 million for the quarter ended September 30, 2025, primarily reflecting the discontinuation of hedge accounting for the Company’s interest rate swap contracts upon the extinguishment of the prior credit facility and issuance of the new revolving facility, as further described above. Following this discontinuation, the periodic settlements and fair value changes of these swaps are now recognized within Derivative financial instruments gain (loss) rather than offsetting interest expense, which had resulted in a lower reported amount in the prior period.
During the three months ended September 30, 2025, the Company recorded a gain of $2.7 million related to derivative financial instruments, compared to no gain or loss during the three months ended September 30, 2024. In connection with the replacement of our Senior Secured Credit Facility in September 2025, the Company discontinued hedge accounting for its existing interest rate swap contracts that had a highly effective relationship with the hedged transaction as of June 30,2025 under ASC 815 but due to changes in critical terms of the relationship with the new debt these instruments are not in accordance to the hedge accounting principles. These swap contracts remain outstanding and continue to be periodically settled in accordance with their original terms. Upon settlement and the extinguishment of the prior term loan, hedge accounting was discontinued, and the cumulative deferred gains or losses previously recorded in Accumulated other comprehensive income were reclassified into current-period earnings.
Following the discontinuation of hedge accounting for the interest rate swap contracts, changes in the fair value of these instruments, as well as ongoing periodic settlements on these instruments, are now recognized directly through earnings within Derivative financial instruments gain (loss). The Company continues to apply hedge accounting to its foreign currency forward contracts used to hedge forecasted transactions, that as of September 30, 2025 has a highly effective relationship with the hedged transaction under ASC 815. The gain recognized during the quarter primarily reflects favorable mark-to-market adjustments resulting from movements in benchmark interest rates and realized gains on hedge settlements. These fair-value changes and settlements are non-recurring in nature and do not impact the Company’s underlying operating performance or cash flow from operations.
Income Taxes
We recorded income tax expense of $20.8 million and $20.0 million during the three months ended September 30, 2025, and 2024, respectively. The effective income tax rate of 30.6% for the three months ended September 30, 2025, approximates the statutory tax rate.
As a result of the foregoing, the Company recorded net income for the three months ended September 30, 2025, of $47.2 million compared to net income of $49.5 million for the three months ended September 30, 2024.
Comparison of nine-month periods ended September 30, 2025 and 2024
Revenues
Operating revenues during the nine months ended September 30, 2025, was $738.3 million, compared to $650.6 million during the nine months ended September 30, 2024, an increase of $87.7 million or 13.5%, year over year. Strong revenues during the first half of 2025 were driven by strong activity in the U.S market, where revenues increased $79.4 million, or 12.8% year over year, to $710.3 million 2025. The increase was driven by higher residential revenues, up $33.4 million, or 12.0% year over year, resulting from strong demand momentum since late 2024. U.S. commercial market revenues increased $46.0 million, or 13.4% year over year, as we continue to execute our growing backlog. Revenues from Latin America and the Caribbean increased $8.2 million, or 28.6% year over year.
| 22 |
Gross profit
Gross profit during the nine months ended September 30, 2025, was $323.2 million, an increase of $49.7 million, or 18.2%, from $273.5 million during the nine months ended September 30, 2024. The gross profit margin during the nine months ended September 30, 2025, increased to 43.8% from 42.0% during the first nine months of 2024, primarily related to better pricing on certain residential market products, and improved operating leverage. Furthermore, a 3.8% depreciation of the Colombian Peso impacting our costs denominated in Colombian Pesos against our predominantly US Dollar revenue stream helped to partially offset the 9.5% salary increases set at the beginning of the year.
Expenses
Operating expenses increased $29.3 million, or 25.8%, from $113.6 million to $142.9 million for the nine months ended September 30, 2024 and 2025, respectively. The increase was mainly driven by recent Tariffs on imports into the U.S. which generated $13.7 million expense, administrative salary adjustments. Additionally, the nominal increase was driven by administrative salary adjustments and higher transportation and commission expenses related to higher revenues.
Other operating income
During the nine months ended September 30, 2025, the Company recorded other operating income of $5.6 million mainly related to a gain on the sale of an aircraft and the recognition of a refund related to Employee Retention Credits (ERC) under government relief programs. There was no comparable income recorded during the prior-year period.
Non-operating income and expenses, net
During the nine months ended September 30, 2025, and 2024, the Company recorded non-operating income of $2.6 and $5.2 million, respectively. Non-operating income for the period is comprised primarily of interest income from short-term investments, 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 nine months ended September 30, 2025, the Company recorded a non-operating net gain of $2.2 million associated with foreign currency transactions, compared to a net loss of $4.9 million during the nine months ended September 30, 2024.
| 23 |
Loss on debt extinguishment
In September 2025, the Company entered into a new Senior Secured Credit Facility to replace its prior credit agreement dated November 2021. The new facility transitions the Company from a term-loan-plus-revolver structure to a fully revolving facility and (i) increases total committed borrowing capacity from $150 million to $500 million, (ii) reduces borrowing costs by approximately 25 basis points, and (iii) extends the initial maturity date by five years to December 2030. Borrowings under the new facility bear interest at the Secured Overnight Financing Rate (SOFR) with no floor, plus a spread of 1.25%, based on the Company’s net leverage ratio. The effective interest rate for this facility, including deferred issuance costs, is 5.67% as of September 30, 2025. In connection with the establishment of the new facility, the Company incurred total costs and fees of $2,783 which were capitalized as deferred financing costs.
The transaction was accounted for as a debt extinguishment in accordance with ASC 470-50. As a result, the Company recognized a loss on extinguishment of debt of $1,354, representing the write-off of the remaining unamortized deferred financing costs related to the prior credit facilities and termination costs associated with closing the previous facility.
Interest Expense
Interest expense and deferred cost of financing decreased by $1.1 million, or 18.2%, to $4.9 million for the nine months ended September 30, 2025, from $5.9 million in the prior-year period, primarily reflecting the $30 million voluntary prepayment made to reduce the Company’s debt balance and the benefit from hedge accounting on the Company’s interest rate swaps during the first half of the year. Following the discontinuation of hedge accounting upon the replacement of the prior credit facility with the new revolving facility in September 2025, the related gains on the swaps were no longer offset against interest expense, resulting in a higher reported amount during the third quarter compared to the first half of the year.
During the nine months ended September 30, 2025, the Company recorded a gain of $2.7 million related to derivative financial instruments, compared to no gain or loss during the nine months ended September 30, 2024. In connection with the replacement of our Senior Secured Credit Facility in September 2025, the Company discontinued hedge accounting for its existing interest rate swap contracts that had a highly effective relationship with the hedged transaction as of June 30,2025 under ASC 815 but due to changes in critical terms of the relationship with the new debt these instruments are not in accordance to the hedge accounting principles. These swap contracts remain outstanding and continue to be periodically settled in accordance with their original terms. Upon settlement and the extinguishment of the prior term loan, hedge accounting was discontinued, and the cumulative deferred gains or losses previously recorded in Accumulated other comprehensive income were reclassified into current-period earnings.
Following the discontinuation of hedge accounting for the interest rate swap contracts, changes in the fair value of these instruments, as well as ongoing periodic settlements on these instruments, are now recognized directly through earnings within Derivative financial instruments gain (loss). The Company continues to apply hedge accounting to its foreign currency forward contracts used to hedge forecasted transactions, that as of September 30, 2025 has a highly effective relationship with the hedged transaction under ASC 815. The gain recognized during the quarter primarily reflects favorable mark-to-market adjustments resulting from movements in benchmark interest rates and realized gains on hedge settlements. These fair-value changes and settlements are non-recurring in nature and do not impact the Company’s underlying operating performance or cash flow from operations.
Income Taxes
The effective income tax rate for the nine months ended September 30, 2025, of 29.8% approximates the statutory rate. The effective tax rate for the nine months ended September 30, 2024, of 27.6%, is below the statutory rate, as the proportion of our taxable income shifts jurisdictions resulting from new developments of our product designs, trademarks and other intellectual property rights.
As a result of the foregoing, the Company recorded a net income for the nine months ended September 30, 2025, of $133.5 million and $114.3 million for the nine months ended September 30, 2024.
Liquidity
As of September 30, 2025, and December 31, 2024, we had a cash and cash equivalents balance of approximately $124.0 million and $134.9 million, respectively. Additionally, we currently have approximately $425.0 million available under several lines of credit.
We anticipate that the Company will continue to generate positive cashflow from operating activities throughout the remainder of the year, which we believe, in addition to our current liquidity position, provides ample flexibility to service our obligations through the next twelve months.
| 24 |
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 nine months ended September 30, 2025, and 2024, we made investments primarily in building and construction and machinery and equipment in the amounts of $86.4 million and $59.5 million, respectively. This includes $15 million in real estate in south Florida that houses the operation of the newly acquired Continental Glass Systems, LLC. which will serve to grow our U.S. manufacturing and distribution footprint.
In April 2025, Tecnoglass acquired certain assets and assumed certain liabilities of Florida-based Continental Glass Systems, LLC. (“Continental”), a premier provider of innovative architectural glass and glazing solutions in the Southeast U.S. This acquisition included a manufacturing plant, various intangibles, and a substantial project backlog in both execution and pipeline phases. With annualized revenues of approximately $30 million, Continental’s production capabilities, high-quality product portfolio, and reputation for excellence strengthens Tecnoglass’ U.S. market presence, broadens its client reach, and creates synergies that reinforce Tecnoglass’ leadership position in the architectural glass industry. Additionally, the Company anticipates operational benefits as it integrates Continental’s supply chains into its existing manufacturing operations. The purchase price for the acquisition was $10,429, of which $6,841 of the purchase price was paid in cash by the Company on April 3, 2025, with the remaining amount to be payable by the Company in cash within 365 days after closing date. The total amount of acquisition-related costs was $588, which are included in the Statement of operations for the period ending September 30, 2025.
Additionally, we acquired $4.7 million and $5.6 million of property plant and equipment under credit during the nine months ended September 30, 2025, and 2024, respectively. These investments across our vertically-integrated operations include further automating our glass and window assembly production lines, adding glass production lines, expanding our aluminum facilities, putting new vinyl windows lines to penetrate this new product segment and purchasing land to grow beyond current installed capacity.
The Company estimates that current manufacturing operating capacity has reached approximately $1.3 billion 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
|
Nine months ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash Flow provided by Operating Activities | $ | 104,746 | $ | 109,406 | ||||
| Cash Flow used in Investing Activities | (67,985 | ) | (51,486 | ) | ||||
| Cash Flow used in Financing Activities | (50,567 | ) | (63,400 | ) | ||||
| Effect of exchange rates on cash and cash equivalents | 2,915 | (1,938 | ) | |||||
| Cash Balance - Beginning of Period | 134,882 | 129,508 | ||||||
| Cash Balance - End of Period | $ | 123,991 | $ | 122,090 | ||||
During the nine months ended September 30, 2025, and 2024, operating activities generated approximately $104.7 million and $109.4 million, respectively. The main source of operating cash during the nine months ended September 30, 2025, were driven by contract assets and liabilities, and trade accounts payable and accrued expenses. Contract assets and liabilities generated $26.8 million during the nine months ended September 30, 2025, mostly due to an increase in billings in excess of costs, as large commercial jobs are being executed, and large projects from our backlog are starting operations; compared to $15.9 million generated during the nine months ended September 30, 2024. In addition, trade accounts payable and accrued expenses generated $15.2 million during the nine months ended September 30, 2025, related to higher unpaid balance of higher than usual raw material purchases as we procure a stock of U.S. sourced aluminum as part of our tariff mitigation strategy, compared with $10.1 million during the nine months ended September 30, 2024. Conversely, the largest use of cash in operating activities was the purchase of inventories, which used $33.9 million during the nine months ended September 30, 2025, in contrast to $2.7 million generated during the prior year period which had a faster raw material and finished goods turnover.
We used $68.0 million and $51.5 million in investing activities during the nine months ended September 30, 2025, and 2024, respectively. During the nine months ended September 30, 2025, we paid $81.7 million to acquire property plant and equipment. This included scheduled payments on previous investments to increase capacity and efficiency as well as $15.0 million of real estate in south Florida. Additionally, we spent $6.8 million to acquire certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency. The price of this purchase was $10.4 million, of which $3.6 million remains to be paid in the short term. During the nine months ended September 30, 2024, we used $53.9 million for the acquisition of property and equipment.
Financing activities also reflected gross debt proceeds of $116.0 million and repayments of $114.1 million, primarily related to the replacement of the Company’s prior credit facility with a new $500 million revolving facility in September 2025. The transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the recognition of $2.8 million in deferred financing costs associated with the new facility, which extends the maturity to December 2030 and provides increased borrowing capacity and enhanced financial flexibility.
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 foreign currency exchange rates and commodity market prices.
Previously, a rise in interest rates could negatively affect the cost of financing for a significant portion of our debt with variable interest rates. However, following recent repayments in 2024 only an immaterial portion of our debt is exposed to market risk, net of the effect from interest rate hedging derivative financial instruments further described in the footnotes to the financial statements, and fluctuations in interest rates would not have a significant impact on our cost of financing.
u
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 25% of our costs and expenses are effectively 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. Thus a 5% appreciation of the Colombian Peso relative to the US Dollar would result in our revenues for the nine months ended September 30, 2025, increasing by $1.1 million and our costs and expenses increasing by approximately $8.2 million, resulting in a $7.1 million decrease to net earnings based on results for the nine months ended September 30, 2025.
| 25 |
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 $40.1 million, such that a 1% devaluation of the Colombian peso will result in a loss of $0.4 million recorded in the Company’s Consolidated Statement of Operations as of September 30, 2025.
Additionally, the results of the foreign subsidiaries must be translated into US 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.
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 September 30, 2025 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.
On April 3, 2025, Tecnoglass acquired certain assets and assumed liabilities of Continental Glass Systems, LLC., to create wholly owned Contiglass Asset Acquisition, LLC (“Contiglass), as discussed in Note 3, Acquisitions , to the condensed consolidated financial statements. The acquired entity represented approximately 1.7% of the Company’s consolidated assets as of September 30, 2025 and 1.2% of the Company’s consolidated revenues for the nine months ended September 30, 2025. In accordance with the SEC staff’s interpretive guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for a period of one year following the date on which the acquisition is completed, management excluded internal controls over financial reporting of Contiglass from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2025. Management is currently in the process of integrating the acquired entity’s systems, processes and controls into the Company’s internal control framework. Contiglass is expected to be included in the scope of the assessment of internal control over financial reporting in the annual report for the fiscal year ending December 31, 2026.
Changes in Internal Control over Financial Reporting
For the quarter ended September 30, 2025, 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.
| 26 |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, except as follows:
Risks Related to Colombia and Other Countries Where We Operate
Our business could be negatively impacted by political or economic tensions between Colombia and the United States.
Our business operations and financial performance could be adversely affected by political or economic tensions between the governments of Colombia and its neighbor country Venezuela, and the United States, mostly influenced by differences in political orientation and policy priorities between the before mentioned country’s administrations. Given that our manufacturing is based in Colombia and 96% of our sales for the fiscal year ended December 31, 2024, occurred in the United States, any deterioration in diplomatic or economic relations between the countries, including the imposition of trade restrictions, tariffs, sanctions, limitations on cross-border payments, or other measures resulting from political disagreements between the President of Colombia Gustavo Petro, and the President of the United States Donald Trump, could negatively affect our ability to conduct business in the U.S., increase our costs, or restrict access to financial and commercial channels.
Although no “reciprocal” tariff initiative against Colombia is active as of the date of this report, there can be no assurance that such measures will not be introduced in the future. Any such developments could have a material adverse effect on our revenues, profitability, and overall business prospects.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Our share repurchase activity for each of the three months in the period ended September 30, 2025, was as follows:
| Period |
Total Number of
(1) |
Average Price
(1) |
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) |
||||||||||||
| July 1-31, 2025 | 300 | $ | 75.4 | $ | - | |||||||||||
| August 1-31, 2025 | 156,804 | 71.9 | 11,273,704 | |||||||||||||
| September 1-30, 2025 | 260,498 | 71.7 | 18,684,389 | |||||||||||||
| 417,602 | $ | 71.7 | $ | 29,950,084 | $ | 96,577,553 | ||||||||||
| (1) | On November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of the Company’s common shares, which authorization was subsequently increased to up to $100 million in November 2024. On November 5, 2025, the Board of Directors approved an increase in the share repurchase authorization to $150 million. The program does not obligate the Company to acquire a minimum number 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. |
| 27 |
Item 5. Other Information
During
the three months ended September 30, 2025, no director or officer
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 September 30, 2025, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statement of Cash Flows and (v) Notes to Unaudited Condensed Consolidated Financial Statements, as blocks of text and in detail. | |
| 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) |
| 28 |
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: November 7, 2025 | ||
| 29 |