UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             

 

Commission file number: 001-35436

 

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   98-1271120

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia

(Address of principal executive offices)

 

(57)(5) 3734000

(Issuer’s telephone number)

 

N/A

(Former name, former address and former fiscal year, if changed since last report):

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share   TGLS   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [X]
       
Non-accelerated filer [  ] Smaller reporting company [X]
(Do not check if 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 [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,858,442 ordinary shares as of June 30, 2019.

 

 

 

   
 

 

TECNOGLASS INC.

 

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2019

 

TABLE OF CONTENTS

 

    Page
Part I. Financial Information 3
  Item 1. Financial Statements (Unaudited) 3
  Condensed Consolidated Balance Sheets 3
  Condensed Consolidated Statements of Operations and Comprehensive Income 4
  Condensed Consolidated Statements of Cash Flows 5
  Condensed Consolidated Statements of Shareholders’ Equity 6
  Notes to Condensed Consolidated Financial Statements 7
     
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 23
     
  Item 4. Controls and Procedures 23
     
Part II. Other Information 24
  Item 1. Legal Proceedings 24
     
  Item 6. Exhibits 24
Signatures 25

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

   June 30, 2019   December 31, 2018 
ASSETS        
Current assets:          
Cash and cash equivalents  $47,638   $33,040 
Investments   2,336    1,163 
Trade accounts receivable, net   110,661    92,791 
Due from related parties   9,396    8,239 
Inventories   90,906    91,849 
Contract assets – current portion   50,580    46,018 
Other current assets   21,773    20,299 
Total current assets  $333,290   $293,399 
           
Long term assets:          
Property, plant and equipment, net  $155,900   $149,199 
Deferred income taxes   3,260    4,770 
Contract assets – non-current   8,601    6,986 
Intangible Assets   7,731    9,006 
Goodwill   23,561    23,561 
Long term investments   44,978    - 
Other long term assets   3,170    2,853 
Total long term assets   247,201    196,375 
Total assets  $580,491   $489,774 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Short-term debt and current portion of long-term debt  $12,223   $21,606 
Trade accounts payable and accrued expenses   79,092    65,510 
Accrued interest expense   7,768    7,567 
Due to related parties   4,335    1,500 
Dividends payable   1,379    736 
Contract liability – current portion   14,013    16,789 
Due to equity partners   

10,900

    

-

 
Other current liabilities   8,579    8,887 
Total current liabilities  $138,289   $122,595 
           
Long term liabilities:          
Deferred income taxes  $689   $2,706 
Long Term Payable associated to GM&P acquisition   8,500    8,500 
Long term receivables from related parties   611    600 
Contract liability – non-current   564    1,436 
Long term debt   250,234    220,709 
Total Long Term Liabilities   260,598    233,951 
Total liabilities  $398,887   $356,546 
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY          
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2019 and December 31, 2018 respectively  $-   $- 
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 44,858,442 and 38,092,996 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively   4    4 
Legal Reserves   1,367    1,367 
Additional paid-in capital   203,660    157,604 
Retained earnings   12,867    10,439 
Accumulated other comprehensive (loss)   (37,340)   (37,058)
Shareholders’ equity attributable to controlling interest   180,558    132,356 
Shareholders’ equity attributable to non-controlling interest   1,046    872 
Total shareholders’ equity   181,604    133,228 
Total liabilities and shareholders’ equity  $580,491   $489,774 

 

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

June 30,

 

Six months ended

June 30,

 
   2019   2018   2019   2018 
Operating revenues:                    
External customers  $112,259   $87,785   $217,067   $173,992 
Related parties   1,624    1,184    3,984    2,137 
Total operating revenues   113,883    88,969    221,051    176,129 
Cost of sales   75,046    64,327    150,322    124,739 
Gross Profit   38,837    24,642    70,729    51,390 
                     
Operating expenses:                    
Selling expense   (11,219)   (8,567)   (20,781)   (17,704)
General and administrative expense   (9,354)   (8,453)   (17,448)   (16,074)
Total Operating Expenses   (20,573)   (17,020)   (38,229)   (33,778)
                     
Operating income   18,264    7,622    32,500    17,612 
                     
Non-operating income   353    709    628    1,808 
Equity method income (loss)   (22)   -    (22)   - 
Foreign currency transactions (losses) gains   (1,201)   (8,307)   2,085    1,666 
Interest expense and deferred cost of financing   (5,757)   (5,361)   (11,344)   (10,411)
                     
Income (loss) before taxes   11,637    (5,337)   23,847    10,675 
                     
Income tax (provision) benefit   (3,977)   1,467    (8,856)   (3,926)
                     
Net income (loss)  $7,660   $(3,870)  $14,991   $6,749 
                     
(Income) loss attributable to non-controlling interest   (181)   212    (174)   284 
                     
Income (loss) attributable to parent  $7,479   $(3,658)  $14,817   $7,033 
                     
Comprehensive income:                    
Net income (loss)  $7,660   $(3,870)  $14,991   $6,749 
Foreign currency translation adjustments   (2,052)   (6,139)   (282)   2,562 
                     
Total comprehensive income (loss)  $5,608   $(10,009)  $14,709   $9,311 
Comprehensive (income) loss attributable to non-controlling interest   (181)   212    (174)   284 
                     
Total comprehensive income (loss) attributable to parent  $5,427   $(9,797)  $14,535   $9,595 
                     
Basic income (loss)per share  $0.17   $(0.10)  $0.35   $0.18 
                     
Diluted income (loss) per share  $0.17   $(0.10)  $0.35   $0.17 
                     
Basic weighted average common shares outstanding   44,840,263    38,200,792    42,254,672    38,135,096 
                     
Diluted weighted average common shares outstanding   45,603,939    38,200,792    43,018,348    38,898,772 

 

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)

 

   Six months ended June 30, 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $14,991   $6,749 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Provision for bad debts   524    (413)
Provision for obsolete inventory   -    27 
Depreciation and amortization   11,558    11,458 
Deferred income taxes   (317)   2,126 
Director stock compensation   -    142 
Equity method loss (income)   22    - 
Other non-cash adjustments   836    679 
Changes in operating assets and liabilities:          
Trade accounts receivables   (16,836)   (3,952)
Inventories   2,078    (7,329)
Prepaid expenses   (1,232)   (425)
Other assets   (1,279)   (91)
Trade accounts payable and accrued expenses   8,621    (2,274)
Accrued interest expense   194    41 
Taxes payable   (1,787)   (10,617)
Labor liabilities   (327)   (114)
Related parties   1,795    1,279 
Contract assets and liabilities   (9,793)   (3,735)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  $9,048   $(6,449)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Proceeds from sale of investments   638    367 
Acquisition of businesses   (34,100)   (6,000)
Purchase of investments   (676)   (662)
Acquisition of property and equipment   (13,778)   (4,889)
CASH USED IN INVESTING ACTIVITIES  $(47,916)  $(11,184)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from debt   36,656    9,067 
Cash dividend   (2,170)   (1,359)
Proceeds from equity offering   36,478    - 
Repayments of debt   (17,661)   (1,934)
CASH PROVIDED BY FINANCING ACTIVITIES  $53,303   $5,774 
           
Effect of exchange rate changes on cash and cash equivalents  $163   $861 
           
NET INCREASE (DECREASE) IN CASH   14,598    (10,998)
CASH - Beginning of period   33,040    40,923 
CASH - End of period  $47,638   $29,925 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
Cash paid during the period for:          
Interest  $9,529   $9,074 
Income Tax  $8,369   $5,517 
           
NON-CASH INVESTING AND FINANCING ACTIVITES:          
Assets acquired under credit or debt  $1,389   $703 
Gain in extinguishment of GM&P payment settlement  $-   $3,606 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5
 

 

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(Amounts in thousands, except share and per share data)

(Unaudited)

 

   Ordinary Shares, $0.0001 Par Value    Additional Paid in   Legal   Retained   Accumulated Other Comprehensive   Total Shareholders'  

Non-

Controlling

   Total Shareholders' Equity and Non-Controlling 
   Shares   Amount   Capital   Reserve   Earnings   Loss   Equity   Interest   Interest 
Balance at December 31, 2018   38,092,996    4    157,604    1,367    10,439    (37,058)   132,356    872    133,228 
                                              
Issuance of common stock   5,000,000    -    33,050    -    -    -    33,050    -    33,050 
                                              
Stock dividend   538,657    -    5,162    -    (6,109)   -    (947)   -    (947)
                                              
Foreign currency translation   -    -    -    -    -    1,770    1,770    -    1,770 
                                              
Net income   -    -    -    -    7,338    -    7,338    (7)   7,331 
                                              
Balance at March 31, 2019   43,631,653    4    195,816    1,367    11,668    (35,288)   173,567    865    174,432 
                                              
Issuance of common stock   551,423    -    3,428    -    -    -    3,428    -    3,428 
                                              
Stock dividend   675,366    -    4,416    -    (6,280)   -    (1,864)   -    (1,864)
                                              
Foreign currency translation   -    -    -    -    -    (2,052)   (2,052)   -    (2,052)
                                              
Net income   -    -    -    -    7,479    -    7,479    181    7,660 
                                              
Balance at June 30, 2019   44,858,442    4    203,660    1,367    12,867    (37,340)   180,558    1,046    181,604 

 

   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, 2017   34,836,575    3    125,317    1,367    22,212    (28,651)   120,248    1,417    121,665 
                                              
Issuance of common stock   4,564    -    34    -    -    -    34    -    34 
                                              
Adoption ASC 606   -    -    -    -    (187)   -    (187)   -    (187)
                                              
Stock dividend   499,080    1    4,128    -    (4,947)   -    (818)   -    (818)
                                              
Foreign currency translation   -    -    -    -    -    8,701    8,701    -    8,701 
                                              
Net income   -    -    -    -    10,691    -    10,691    (72)   10,619 
                                              
Balance at March 31, 2018   35,340,219    4    129,479    1,367    27,769    (19,950)   138,669    1,345    140,014 
                                              
Issuance of common stock   1,238,095    -    14,500    -    -    -    14,500    -    14,500 
                                              
Adoption ASC 606   -    -    -    -    -    -    -    -    - 
                                              
Stock dividend   463,355    -    4,396    -    (5,082)   -    (686)   -    (686)
                                              
Foreign currency translation   -    -    -    -    -    (6,139)   (6,139)   -    (6,139)
                                              
Net income   -    -    -    -    (3,658)   -    (3,658)   (212)   (3,870)
                                              
Balance at June 30, 2018   37,041,669    4    148,375    1,367    19,029    (26,089)   142,686    1,133    143,819 

 

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)

 

Note 1. General

 

Business Description

 

Tecnoglass Inc., a Cayman Islands exempted company (the “Company”, “Tecnoglass,” “TGI,” “we, “ “us” or “our”) manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass and aluminum, office partitions and interior divisions, floating facades and commercial window showcases. The Company exports most of its production to foreign countries, selling to customers in North, Central and South America.

 

The Company manufactures both glass and aluminum products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products.

 

The Company also designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass and aluminum windows and doors, office dividers and interiors, floating facades and commercial display windows.

 

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, 2018. The year-end condensed balance sheet data was derived from audited financial statements 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 inherent 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.

 

7
 

 

The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window product sold to the construction industry.

 

Principles of Consolidation

 

These unaudited condensed consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S (“TG”), C.I. Energía Solar S.A.S E.S. Windows (“ES”) and ES Windows LLC (“ESW LLC”), Tecnoglass LLC (“Tecno LLC”), Tecno RE LLC (“Tecno RE”), GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC (“Componenti”) and ES Metals SAS (“ES Metals”), which are entities in which we have a controlling financial interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, 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.

 

Non-controlling interest

 

When the Company owns a majority of a subsidiary’s stock, the Company includes in its condensed consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Condensed Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Consolidated Balance Sheet, is equal to the non-controlling proportionate share of the subsidiary’s net assets.

 

Foreign Currency Translation

 

The unaudited condensed consolidated financial statements are presented in U.S. Dollars, the reporting currency. Some of our foreign subsidiaries’ local currency is the Colombian Peso, which is also their functional currency as determined by the analysis of markets, costs and expenses, assets, liabilities, financing and cash flow indicators. As such, our subsidiaries’ assets and liabilities are translated at the exchange rate in effect at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items in our financial statements fluctuates from period to period.

 

Also, exchange gains and losses arising from transactions denominated in a currency other than the functional currency are included in the Condensed Consolidated Statement of Operations as foreign exchange gains and losses.

 

Shipping and Handling Costs

 

The Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents shipping and handling costs in selling expenses. Shipping and handling costs for the three months ended June 30, 2019 and 2018 were $4,714 and $3,764, respectively. Shipping and handling costs for the six months ended June 30, 2019 and 2018 were $9,024 and $8,496 respectively.

 

Dividends Payable

 

The company accounts for its dividend declared as a liability under ASC 480 - Distinguishing Liabilities from Equity since the shareholders have the option to elect cash or stock and reclassifies from dividend payable to additional paid-in capital when shareholders elect a stock dividend instead of cash. The dividend payable is not subject to re-measurement at each balance sheet date since the dividend is a fixed monetary amount known at inception and thus no change in fair value adjustment is necessary.

 

Recently Issued Accounting Pronouncements

 

In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the allowance for credit losses accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new model is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, (with early application permitted). During 2019, the FASB issued ASU 2019-04 and ASU 2019-05 with Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

 

8
 

 

New Accounting Standards Implemented

 

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, which for the Company is the fiscal year beginning January 1, 2019.

 

The Company did not adjust the comparative periods presented as the FASB provided entities the option to instead apply the provisions of the new leases guidance using the modified retrospective application approach. The new standard provided a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which allowed the company to not reassess our prior conclusions about lease identification, lease classification and direct costs. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualified, primarily for certain equipment leases that are month-to-month leases. This means, for those leases, we did not recognize right-of-use assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets.

 

We have identified and analyzed our lease portfolio and evaluated the new reporting and disclosure requirements of the new guidance, and our lease-related processes and internal controls. The adoption of this standard had no material impact to the Company’s financial statements, as, under prior guidance, we had recognized capital leases which correspond to the right-of-use asset and lease liability described under the new guidance. This standard does not have a significant impact on our liquidity or on our debt covenant compliance under our current agreements.

 

As of January 1, 2019, the Company had $378 finance lease right-of-use assets related to computing equipment and a lease liability for $380 on its Condensed Consolidated Balance Sheet. As of June 30, 2019, the Company had $682 finance lease right-of-use assets related to computing equipment and a lease liability for $650 on its Condensed Consolidated Balance Sheet. The lease agreements include terms to extend the lease, however the Company does not intend to extend its current leases. The weighted average remaining lease term approximates 2.8 years. The right-of-use assets are depreciated and interest expense from the lease liability are recorded on our Condensed Consolidated Statement of Operations.

 

Additionally, as of June 30, 2019 the Company had a commitment for $102 under operating leases related to short term apartment leases, installation equipment and computing equipment which expire during the current year that have not been capitalized due to their short-term nature. Rental expense from these leases is recognized on our Condensed Consolidated Income Statement as incurred. Finance lease costs, including amortization of the right-of-use assets and interest expense, short term lease cost, and related cashflows have not been material as of June 30, 2019.

 

Leases Accounting Policy

 

We determine if an arrangement is a lease at inception. We include finance lease right-of-use assets as part of property and equipment and the lease liability as part of our current portion of long-term debt and long-term debt on our Condensed Consolidated Balance Sheet. Leases considered short-term are not capitalized, given our election not to recognize right-of-use assets and lease liabilities arising from short-term leases, but instead considered operating leases and the resulting rental expense is recognized on our Condensed Consolidated Statement of Operations as incurred.

 

Finance lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

 

9
 

 

Note 3. – Long-term Investments

 

Saint-Gobain Joint Venture

 

On January 11, 2019, we entered into a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino Holdings S.A.S (“Vidrio Andino”), a Colombia-based subsidiary of Compagnie de Saint-Gobain S.A. (“Saint-Gobain”). The purchase price for our interest in this entity was $45 million, of which $34.1 was paid in cash, and $10.9 million is to be paid with a piece of land near our existing facility in Barranquilla. The land will be contributed on our behalf by our Chief Executive Officer and Chief Operating Officer, José M. Daes and Christian T. Daes in exchange for cash or shares of the Company and subject to an external valuation to support an arm´s length transaction. The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect to carry significant efficiencies for us once it becomes operative. Vidrio Andino’s float glass plant located in the outskirts of Bogota, Colombia, has been one of our main suppliers of raw glass. We believe this transaction will solidify 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.

 

On May 3, 2019, we consummated the joint venture agreement acquiring a 25.8% minority ownership interest in Vidrio Andino with a cash payment of $34.1 million, and the land still to be contributed by January 2020, as per the agreement. As of that date the Company recorded the investment within Long-term assets on the Company’s Condensed Consolidated Balance Sheet for $45.0 million and a liability for $10.9 million within current liabilities on the Company’s Condensed Consolidated Balance to be settled with the contribution of the aforementioned piece of land. Since the date of the acquisition, we have recognized the proportional share of Vidrio Andino’s net income using the equity method on the Condensed Consolidated Statement of Operations and Other Comprehensive Income as the Company is deemed to have significant influence, but does not have effective control of Vidrio Andino.

 

Establishment of a new subsidiary

 

In April 2019, ESMetals, a Colombian entity in which the Company has 70% equity interest began operations. ESMetals serves as a metalwork contractor to supply the Company with steel accessories used in the assembly of certain architectural systems as part of our vertical integration strategy. When the company owns a majority (but less than 100%) of a subsidiary’s stock, the Company includes in its Consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Condensed Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling interests’ proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Condensed Consolidated Balance Sheet, is equal to the non-controlling interests’ proportionate share of the subsidiary’s net assets. In determining the fair value we used the income approach and the market approach which was performed by third party valuation specialists under management.

 

Note 4. - Inventories, net

 

   June 30, 2019   December 31, 2018 
Raw materials  $52,019   $43,744 
Work in process   28,283    25,957 
Finished goods   2,023    14,251 
Stores and spares   7,669    7,437 
Packing material   999    540 
    90,993    91,929 
Less: Inventory allowance   (87)   (80)
   $90,906   $91,849 

 

Note 5. – Revenues, Contract Assets and Contract Liabilities

 

Disaggregation of Total Net Sales

 

The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows.

 

   Three months ended    Six months ended 
   June 30,    June 30, 
   2019   2018   2019   2018 
Fixed price contracts  $46,721   $37,814   $88,897   $80,030 
Product sales   67,162    51,155    132,154    96,099 
Total Revenues  $113,883   $88,969   $221,051   $176,129 

 

The following table presents geographical information about revenues.

 

   Three months ended   Six months ended 
   June 30,   June 30, 
   2019   2018   2019   2018 
Colombia  $12,165   $15,557   $25,153   $37,381 
United States   99,326    69,852    191,360    132,845 
Panama   913    1,043    1,676    1,857 
Other   1,479    2,517    2,862    4,046 
Total Revenues  $113,883   $88,969   $221,051   $176,129 

 

10
 

 

Contract Assets and Liabilities

 

Contract assets represent accumulated incurred costs and earned profits on contracts with customers that have been recorded as sales, but have not been billed to customers and are classified as current and a portion of the amounts billed on certain fixed price contracts that are withheld by the customer as a retainage until a final good receipt of the complete project to the customers satisfaction. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue, and represent amounts received in excess of sales recognized on contracts. The Company classifies advance payments and billings in excess of costs incurred as current, and deferred revenue as current or non-current based on the expected timing of sales recognition. Contract assets and contract liabilities are determined on a contract by contract basis at the end of each reporting period. The non-current portion of contract liabilities is included in other liabilities in the Company’s consolidated balance sheets.

 

The table below presents the components of net contract assets (liabilities).

 

   June 30, 2019   December 31, 2018 
Contract assets — current  $50,580   $46,018 
Contract assets — non-current   8,601    6,986 
Contract liabilities — current   (14,013)   (16,789)
Contract liabilities — non-current   (564)   (1,436)
Net contract assets  $44,604   $34,779 

 

The components of contract assets are presented in the table below.

 

   June 30, 2019   December 31, 2018 
Unbilled contract receivables, gross  $27,644   $21,703 
Retainage   31,537    31,301 
Total contract assets   59,181    53,004 
Less: current portion   50,580    46,018 
Contract Assets – non-current  $8,601   $6,986 

 

The components of contract liabilities are presented in the table below.

 

   June 30, 2019   December 31, 2018 
Billings in excess of costs  $3,101    4,393 
Advances from customers on uncompleted contracts   11,476    13,832 
Total contract liabilties   14,577    18,225 
Less: current portion   14,013    16,789 
Contract liabilities – non-current  $564    1,436 

 

During the three months and six months ended June 30, 2019, the Company recognized $4,041 and $1,759 of sales related to its contract liabilities at January 1, 2019, respectively. During the three and six months ended June 30, 2018, the Company recognized $2,306 and $1,086 of sales related to its contract liabilities at January 1, 2018, respectively.

 

11
 

 

Remaining Performance Obligations

 

As of June 30, 2019, the Company had $285.9 million of remaining performance obligations, which represents the transaction price of firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments and potential orders under basic ordering agreements. The Company expects to recognize 100% of sales relating to existing performance obligations within three years, of which $145.6 million are expected to be recognized during the year ending December 31, 2019, $115.5 million during the year ending December 31, 2020 and $24.9 million thereafter.

 

Note 6. Intangible Assets

 

Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane- resistant glass in Florida. Also, it includes the intangibles acquired from the acquisition of GM&P.

 

   June 30, 2019 
   Gross   Acc. Amort.   Net 
Trade Names  $980   $(457)  $523 
Notice of Acceptances (NOAs), product designs and other intellectual property   10,870    (5,822)   5,048 
Non-compete Agreement   165    (77)   88 
Customer Relationships   4,140    (2,069)   2,071 
Total  $16,155   $(8,425)  $7,730 

 

   December 31, 2018 
   Gross   Acc. Amort.   Net 
Trade Names  $980   $(359)  $621 
Notice of Acceptances (NOAs), product designs and other intellectual property   10,881    (5,373)   5,508 
Non-compete Agreement   165    (60)   105 
Contract Backlog   3,090    (2,832)   258 
Customer Relationships   4,140    (1,626)   2,514 
Total  $19,256   $(10,250)  $9,006 

 

The weighted average amortization period is 5.4 years.

 

During the six months ended June 30, 2019 and 2018, the amortization expense amounted to $1,485 and $1,776, respectively, and was included within the general and administration expenses in our Condensed Consolidated Statement of Operations. Similarly, amortization expense for the three months ended June 30, 2019 and 2018 amounted to $609 and $891, respectively.

 

12
 

 

The estimated aggregate amortization expense for each of the five succeeding years as of June 30, 2019 is as follows:

 

Year ending   (in thousands) 
2019   $1,154 
2020    2,180 
2021    2,150 
2022    1,270 
2023    789 
Thereafter    187 
    $7,730 

 

Note 7. Debt

 

The Company’s debt is comprised of the following:

 

   June 30, 2019   December 31, 2018 
Revolving lines of credit  $9,788   $19,146 
Finance lease   650    380 
Unsecured senior note   210,000    210,000 
Other loans   16,641    17,804 
Syndicated loan   30,000    - 
Less: Deferred cost of financing   (4,622)   (5,015)
Total obligations under borrowing arrangements   262,457    242,315 
Less: Current portion of long-term debt and other current borrowings   12,223    21,606 
Long-term debt  $250,234   $220,709 

 

As of June 30, 2019, and December 31, 2018, the Company had $261,730 and $242,106 of debt denominated in US Dollars with the remaining amounts denominated in Colombian Pesos.

 

The Company had $5,070 and $5,037 of property, plant and equipment pledged as collateral for various lines of credit as of June 30, 2019 and December 31, 2018, respectively.

 

On May 2, 2019, the Company closed a $30 million five-year term debt facility with Banco de Crédito del Perú and Banco Sabadell which bears interest at Libor +2.95%. Proceeds from this long-term debt facility were used towards refinancing short-term debt and partially supporting expected capital expenditure needs for capacity expansion and the automatization of some of our processes. This facility also contains a covenant requiring that the company maintain certain leverage and fixed charge coverage ratios with which the Company is in compliance as of June 30, 2019.

 

As of June 30, 2019, the Company was obligated under various leases under which the aggregate present value of the minimum lease payments amounted to $650. Differences between lease obligations and the value of property, plant and equipment under capital lease arises from differences between the maturities of capital lease obligations and the useful lives of the underlying assets.

 

Maturities of long-term debt and other current borrowings are as follows as of June 30, 2019:

 

2020   $12,411 
2021    5,508 
2022    219,988 
2023    11,400 
2024    12,868 
Thereafter    4,901 
Total   $267,077 

 

The Company’s loans have maturities ranging from a few weeks to 10 years. Our credit facilities bear interest at a weighted average of rate 7.5%.

 

Note 8. 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.

 

13
 

 

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates in Colombia.

 

As of June 30, 2019, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note 7 - Debt. The fair value of long-term debt was calculated based on an analysis of future cash flows discounted with our average cost of debt which is based on market rates, which are level 2 inputs.

 

The following table summarizes the fair value and carrying amounts of our long-term debt:

 

    June 30, 2019   December 31, 2018 
Fair Value    266,223    234,163 
Carrying Value    250,234    220,709 

 

Note 9. Income Taxes

 

The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. On December 28, 2018, a tax reform was implemented in Colombia which decreased the corporate income tax rate to 33% for fiscal year 2019, 32% for fiscal year 2020, 31% for fiscal year 2021 and 30% for fiscal year 2022, in comparison with a tax rate of 37% for 2018.

 

GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. The estimated combined state and federal income tax rate is estimated at a rate of 26.5% based on the recently enacted U.S. Tax Reform. Tecnoglass Inc. as well as all the other subsidiaries in the Cayman Islands do not currently have any tax obligations.

 

The components of income tax expense are as follows:

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
Current income tax                    
United States  $(903)  $1,129   $(1,415)  $722 
Colombia   (4,338)   (317)   (7,758)   (2,522)
    (5,241)   812    (9,173)   (1,800)
Deferred income Tax                    
United States   957    (992)   1,126    (1,161)
Colombia   307    1,647    (809)   (965)
    1,264    655    317    (2,126)
Total income tax (provision) benefit  $(3,977)  $1,467   $(8,856)  $(3,926)
                     
Effective tax rate   (34%)   27%   (37%)   37%

 

The Company’s weighted average statutory income tax rate is 33%.

 

14
 

 

Note 10. Related Parties

 

The following is a summary of assets, liabilities, and income and expense transactions with all related parties, shareholders, directors and managers:

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
Sales to related parties  $1,624   $1,184   $3,984   $2,137 
                     
Fees paid to directors and officers  $1,013   $801   $1,822   $1,628 
Payments to other related parties  $907   $674   $1,833   $1,662 

 

   June 30, 2019   December 31, 2018 
Current Assets:          
Due from VS  $6,934   $6,229 
Due from other related parties   2,462    2,010 
   $9,396   $8,239 
           
Liabilities:          
Due to related parties - current  $4,335   $1,500 
Due to related parties - long term  $611   $600 

 

The Company also has a note payable which matures in 2022 related to the acquisition GM&P for $8,500 due to the former owner who holds shares of the Company and a management position within the Company.

 

Ventana Solar S.A. (“VS”), a Panama Sociedad anónima, is an importer and installer of the Company’s products in Panama. Family members of the Company’s CEO and COO and other related parties own 100% of the equity in VS. The Company’s sales to VS for the three months ended June 30, 2019 and 2018 were $855 and $588, respectively. The Company’s sales to VS for the six months ended June 30, 2019 and 2018 were $1,525 and $1,214, respectively.

 

Payments to other related parties during three and six months ended June 30, 2019 and 2018 include the following:

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
Charitable contributions  $178   $296   $605   $567 
Sales commissions  $286   $336   $762   $677 

 

Charitable contributions are donations made to the Company’s foundation, Fundación Tecnoglass-ESW.

 

15
 

 

Note 11. Shareholders’ Equity

 

Dividends

 

The Company originally authorized the payment of four regular quarterly dividends to holders of ordinary shares at a quarterly rate of $0.125 per share, or $0.50 per share on an annual basis, with the first quarterly dividend being paid on November 1, 2016. The dividends were payable in cash or ordinary shares, at the option of the holders of ordinary shares. On May 11, 2017, the Company announced that commencing with the declared quarterly dividend for the third quarter of 2017 through any future dividends to be declared and paid through the second quarter of 2018, a 12% increase to $0.14 per share, or $0.56 per share on an annual basis would apply. The Company has continued paying quarterly dividends at this rate through the second quarter of 2019.

 

As a result, the Company has declared dividends for $12,389 as of June 30, 2019 and recorded a dividend payable amounting to $1,379 as of June 30, 2019. The Company issued 1,214,023 shares for the share dividends resulting in $9,578 being credited to Capital and paid $2,170 in cash during the six months ended June 30, 2019.

 

The Company analyzed the accounting guidance under ASC 505 and determined that this guidance is not applicable since the dividend are shares of the same class in which each shareholder is given an election to receive cash or shares. As such, the Company analyzed the dividend under ASC 480 — Distinguishing Liabilities from Equity and concluded that the dividend should be accounted for as a liability since the dividend is a fixed monetary amount known at inception. A reclassification from dividend payable to additional paid-in capital was done for the stock dividend elections.

 

Dividend declarations and the establishment of future record and payment dates are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company and its shareholders. The dividend policy may be changed or cancelled at the discretion of the Board of Directors at any time.

 

Follow-on Equity Offering

 

On March 25, 2019, the Company closed an underwritten follow-on public offering of 5,000,000 ordinary shares at a price to the public of $7.00 per share. As a result of this offering, the Company received a net amount of $33,050 after deducting underwriting and other related fees, which were credited to share capital and additional paid in capital.

Additionally, the Company granted the underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less the underwriting discount, which option was exercised on April 3, 2019 with respect to 551,423 ordinary shares.

 

Proceeds from the offering were subsequently used to complete the joint venture transaction with Saint-Gobain discussed in Note 3. Vidrio Andino Acquisition.

 

16
 

 

Earnings per Share

 

The following table sets forth the computation of the basic and diluted earnings per share for the six months ended June 30, 2019 and 2018:

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
Numerator for basic and diluted earnings per shares                    
Net Income (loss)  $7,660   $(3,870)  $14,991   $6,749 
                     
Denominator                    
Denominator for basic earnings per ordinary share - weighted average shares outstanding   44,840,263    38,200,792    42,254,672    38,135,096 
Effect of dilutive securities and stock dividend   763,676    -    763,676    763,676 
Denominator for diluted earnings per ordinary share - weighted average shares outstanding   45,603,939    38,200,792    43,018,348    38,898,772 
Basic earnings (loss) per ordinary share  $0.17   $(0.10)  $0.35   $0.18 
Diluted earnings (loss) per ordinary share  $0.17   $(0.10)  $0.35   $0.17 

 

The effect of dilutive securities includes 763,676 shares for shares potentially issued in relation to the dividends declared. For the quarter ended June 30, 2018, the effect of dilutive securities is excluded from the calculation of diluted earnings per share because including them would be anti-dilutive given the net loss during the period.

 

Note 12. Commitments and Contingencies

 

Commitments

 

As of June 30, 2019, the Company had an outstanding obligation to purchase an aggregate of at least $25,141 of certain raw materials from a specific supplier before May 2026.

 

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.

 

Note 13. Subsequent Events

 

Management concluded that no additional subsequent events required disclosure other than those disclosed in these financial statements.

 

17
 

 

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. (formerly Andina Acquisition Corporation), except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.

 

Overview

 

We are a vertically-integrated manufacturer, supplier and installer of architectural glass, windows and associated aluminum products for the global commercial and residential construction markets. With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have developed a leadership position in each of our core markets. In the United States, which is our largest market, we were ranked as the second largest glass and metal fabricator in 2018 by Glass Magazine. In addition, we believe we are the leading glass transformation company in Colombia. Based on our analysis of third-party industry sources we had an estimated market share of over 45% of the Colombian market in 2017. Our customers, which include developers, general contractors or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to exceptional service.

 

We have more than 30 years of experience in architectural glass and aluminum profile structure assembly, we transform a variety of glass products, including tempered safety, double thermo-acoustic and laminated glass. Our finished glass products are installed in a wide variety of buildings across a number of different applications, including floating facades, curtain walls, windows, doors, handrails, interior and bathroom spatial dividers. We also produce aluminum products such as profiles, rods, bars, plates and other hardware used in the manufacturing of windows.

 

Our products are manufactured in a 2.7 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 El Dorado Airport (Bogota), 50 United Nations Plaza (New York), Trump Plaza (Panama), Icon Bay (Miami), and Salesforce Tower (San Francisco). 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.

 

18
 

 

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 recent acquisitions that have allowed us added control over our supply chain. In March 2017, we completed the acquisition of GM&P, a consulting and glazing installation business that was previously our largest installation customer. 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. These acquisitions allowed for further vertical integration of our business and will act as a platform for our future expansion in the United States. Furthermore, 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.

 

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 windows 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.

 

RESULTS OF OPERATIONS

 

   Three months ended June 30,   Six months ended June 30, 
   2019   2018   2019   2018 
Operating Revenues  $113,883   $88,969   $221,051   $176,129 
Cost of sales   75,046    64,327    150,322    124,739 
Gross profit   38,837    24,642    70,729    51,390 
Operating expenses   (20,573)   (17,020)   (38,229)   (33,778)
Operating income   18,264    7,622    32,500    17,612 
Non-operating income   353    709    628    1,808 
Foreign currency transactions (losses) gains   (1,201)   (8,307)   2,085    1,666 
Equity method income (loss)   (22)   -    (22)   - 
Interest Expense and deferred cost of financing   (5,757)   (5,361)   (11,344)   (10,411)
Income tax provision   (3,977)   1,467    (8,856)   (3,926)
Net income   7,660    (3,870)   14,991    6,749 
(Income) loss attributable to non-controlling interest   (181)   212    (174)   284 
Income attributable to parent  $7,479   $(3,658)  $14,817   $7,033 

 

Comparison of quarterly periods ended June 30, 2019 and 2018

 

Revenues

 

The Company’s operating revenues increased $24.9 million or 28.0% from $89.0 million to $113.9 million for the quarter ended June 30, 2019 compared with the quarter ended June 30, 2018.

 

The increase was driven by sales in the U.S. markets, which increased $29.5 million or 42.2% in the second quarter of 2019 compared to the same period of 2018. A portion of the Company’s sales growth in the American market have been driven by our Elite and Prestige lines aimed towards residential markets, in which we did not actively participate prior to 2017. U.S. revenues contributed 87.2% and 78.5% of total sales during the second quarter of 2019 and 2018, respectively. The increase in U.S revenues is aligned with our strategy to penetrate new geographical and end markets.

 

This growth more than offset a slowdown of sales in the Colombian market, which went from $15.6 million to $12.2 million in the second quarter of 2018 and 2019, respectively. The decrease in the Colombian market sales was mostly related to reduced activity in the construction industry, following a two-year period of economic slowdown, which we expect to undergo a slow recovery in the near and mid-term future.

 

Gross profit

 

Gross profit increased $14.2 million, or 57.6% to $38.8 million during the three months ended June 30, 2019, compared with $24.6 million during the same period of 2018. Gross profit margins improved to 34.1% during the second quarter of 2019, from 27.7% during the second quarter of 2018. The margin enhancement is mainly related to economies of scale, enforcing tight cost control over fixed costs and higher sales, along with a mix of business with a smaller portion of revenues being derived from installation work, which carries a lower gross profit margin as a whole.

 

Expenses

 

Operating expenses increased $3.6 million, or 20.9%, from $17.0 million to $20.6 million for the quarters ended June 30, 2018 and 2019, respectively. This was primarily related to $0.9 million higher shipping expense, which increased 25% from $3.8 million to $4.7 million as a result of higher sales. Additionally, provision of trade accounts receivable expense amounted to $0.4 million during the second quarter of 2019, compared with a net recovery of previously provisioned amounts for $0.5 million during 2018. Sales commissions increased $0.6 million related to a higher overall amount of sales during the quarter, primarily related to sales of our Elite and Prestige product lines aimed towards residential U.S. markets.

 

19
 

 

Non-operating Income

 

During the three months ended June 30, 2019 and 2018, the Company recorded net non-operating income of $0.4 million and $0.7 million, respectively. Non-operating income is comprised primarily of income from rental properties and gains on sale of scrap materials.

 

Foreign currency transaction gains and losses

 

During the quarter ended June 30, 2019, the Company recorded a non-cash loss of $1.2 million associated with foreign currency transactions. Most of this impact is associated with the remeasurement of a net liability position of $152.0 million U.S. dollar denominated monetary assets and liabilities held by the Company’s subsidiaries with the Colombian peso as their functional currency during a period in which the Colombian peso depreciated by 1%. Comparatively, the Company recorded a net loss of $8.3 million during the three months ended June 30, 2018 while the Colombian peso depreciated 5.4% during the quarter.

 

Interest Expense

 

Interest expense was $5.8 million and $5.4 million during the quarters ended June 30, 2019 and 2018, respectively. The 7.4% increase in interest expense is related to a proportional increase of 13% in the Company’s total debt at June 30, 2019 compared with June 30, 2018 to support its ongoing growth.

 

As a result of the foregoing, the Company recorded net income for the three months ended June 30, 2019 of $7.7 million compared to a net loss of $3.9 million in the three months ended June 30, 2018.

 

20
 

 

Comparison of six-month periods ended June 30, 2019 and 2018

 

Revenues

 

The Company’s operating revenues increased $44.9 million or 25.5% from $176.1 million to a record $221.1 million for the six months ended June 30, 2019 compared with the six months ended June 30, 2018.

 

The increase was driven by sales in the U.S. markets, which increased $58.5 million or 44.0% in the first half of 2019 compared to the same period of 2018. A portion of the Company’s sales growth in the American market have been driven by our Elite and Prestige lines aimed towards residential markets, in which we did not actively participate prior to 2018. U.S. revenues contributed 86.6% and 75.4% of total sales during the first half of 2019 and 2018, respectively. The increase in U.S revenues is aligned with our strategy to penetrate new geographical and end markets.

 

This growth more than offset a slowdown of sales in the Colombian market, which went from $37.4 million to $24.7 million in the first half of 2018 and 2019, respectively. The decrease in the Colombian market sales was mostly related to reduced activity in the construction industry, following a two-year period of economic slowdown, which we expect to undergo a slow recovery in the near and mid-term future.

 

Gross profit

 

Gross profit increased $19.3 million, or 37.6% to $70.7 million during the six months ended June 30, 2019, compared with $51.4 million during the same period of 2018. Gross profit margins improved to 32.0% during the first half of 2019, from 29.2% during the first half of 2018. The margin enhancement is mainly related to economies of scale, enforcing tight cost control over fixed costs over higher sales.

 

Expenses

 

Operating expenses increased $4.5 million, or 13.2%, from $33.8 million to $38.2 million for the six months ended June 30, 2018 and 2019, respectively. The increase was related, in part, to $1.0 million higher sales commissions related to a higher overall amount of sales during the quarter, especially related to sales of our Elite and Prestige product lines aimed towards residential U.S. markets, a $0.9 million increase in provision of trade accounts receivable expense, which amounted to $0.5 million during the first half of 2019, compared with a net recovery of previously provisioned amounts for $0.4 million during 2018. Shipping expense increased $0.5 million, or 6.2%, despite higher sales growth, through our efforts for efficient logistics favoring maritime freights and minimizing costlier land transportation. Additionally, the Company recorded $0.5 million incremental personnel expense, mostly to strengthen our sales force to support growth. The US Steel and Aluminum Tariff levied during the second quarter of 2018 resulted in an increase of $0.4 during the six-month period as the tariff was in effect during the full term in the first half of 2019.

 

21
 

 

Non-operating Income

 

During the six months ended June 30, 2019 and 2018, the Company recorded net non-operating income of $0.6 million and $1.8 million, respectively. Non-operating income is comprised primarily of income from rental properties and gains on sale of scrap materials.

 

Foreign currency transaction gains and losses

 

During the quarter ended June 30, 2019, the Company recorded a non-cash gain of $2.1 million associated to foreign currency transactions. Most of this impact is associated to the remeasurement of a net liability position of $152.0 million U.S. dollar denominated monetary assets and liabilities held by the Company’s subsidiaries with the Colombian peso as their functional currency during a period in which the Colombian peso appreciated 1%. Comparatively, the Company recorded a net gain of $1.7 million during the six months ended June 30, 2018 while the Colombian peso appreciated 2%.

 

Interest Expense

 

Interest expense was $11.3 million and $10.4 million during the six months ended June 30, 2019 and 2018, respectively. The 9% increase in interest expense is related to a proportional increase of 13% in the Company’s total debt at June 30, 2019 compared with June 30, 2018 to support its ongoing growth.

 

As a result of the foregoing, the Company recorded net income for the six months ended June 30, 2019 of $15.0 million compared to $6.7 million in the six months ended June 30, 2018.

 

Liquidity

 

As of June 30, 2019, and December 31, 2018, we had cash and cash equivalents of approximately $47.7 million and $33.0 million, respectively. During the six months ended June 30, 2019, the main source of cash was derived from its operations, an underwritten follow-on public offering of 5,551,423 ordinary shares, including the underwriters’ over-allotment option, for net proceeds of $36.5 million, and proceeds from a $30 million long-term syndicate loan facility further described below under “Cash Flow from Operations, Investing and Financing Activities”. While operating cashflow supported strong growth during the period, proceeds from the equity issuance were used to finance our joint venture with Saint-Gobain. The new syndicate facility was mainly used to reprofile debt into a longer tenor and a lower interest rate.

 

As of June 30, 2019, the Company had $15.8 million of borrowings available under several facilities with relationship banks, as most of the outstanding balances under such lines were repaid with the long-term syndicate loan facility issued in April of this year.

 

Capital Resources

 

On January 11, 2019, we entered into a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino Holdings S.A.S, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in this entity was $45 million, $34.1 million were paid in cash, and a $10.9 million lot of land near our facility in Barranquilla, which will be contributed on our behalf by our Chief Executive Officer and Chief Operating Officer, José M. Daes and Christian T. Daes with a third-party valuation to be conducted. Vidrio Andino’s float glass plant located in the outskirts of Bogota, Colombia, had been one of our main suppliers of raw glass. We believe this transaction solidifies 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. The acquisition was consummated on May 3, 2019, and under the joint venture agreement, Saint Gobain will retain a majority ownership position and will have control over the operations of Vidrio Andino Holdings SAS and as such, the transaction is being accounted for under the equity method.

 

The joint venture agreement also includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our main manufacturing facility, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million to be paid between 2020 and 2021.

 

Additionally, the Company is carrying out enhancements at its glass and aluminum facilities to increase production capacity and automate operations. The Company anticipates that these high return investments will speed up production processes in response to strong customer demand, especially for aluminum products. The Company expects to improve efficiency in its glass production by automating certain processes to increase capacity on the transformed glass tempering lines by approximately 2.5 times, while reducing material waste and overall lead times. In its aluminum operations, the Company intends to benefit from a 25% increase in capacity and favorable operating leverage with the addition of an aluminum furnace and a new extrusion line, along with working capital improvements through the automation of warehousing systems. The Company completed this aluminum capacity expansion in the middle of July of 2019 and expects the full implementation of its automation initiatives by the end of 2019, with a total anticipated investment of approximately $20 million with this funding being executed since the end of 2018 and expected to be completed by the first quarter of 2020 (as some payments are expected post completion based on certain performance conditions). The Company expects to continue funding these capital investments mainly with cash on hand.

 

22
 

 

Cash Flow from Operations, Investing and Financing Activities

 

   Six months ended June 30, 
   2019   2018 
Cash Flow provided by (used in) Operating Activities  $9,048   $(6,449)
Cash Flow used in Investing Activities   (47,916)   (11,184)
Cash Flow from Financing Activities   53,303    5,774 
Effect of exchange rates on cash and cash equivalents   163    861 
Cash Balance - Beginning of Period   33,040    40,923 
Cash Balance - End of Period  $47,638   $29,925 

 

During the six months ended June 30, 2019 operating activities generated $9.0 million, in contrast to a use of $6.5 million during the six months ended June 30, 2018.

 

While growing sales 25.5% year-over-year during the first half of 2019, the Company was able to generate cashflow from operating activities through careful management of inventories, receivables and better supplier terms. The main source of operating cashflow during the first half of 2019 was trade accounts payable, generating $8.6 million, in contrast with a use of $2.3 million in 2018, mostly related to more purchases of raw materials to supply our growing operation. Despite this, inventory levels have remained relatively stable and even generated moderate $2.1 million as a result of our efforts to streamline our vertically integrated operation and speed up inventory turnover.

 

Main use of cash within operating activities was trade accounts receivable, which used $16.8 million during the six-month period ended June 30, 2019. Despite the nominal balance of receivables increasing as of June 30, 2019 relative to fiscal year end, Days Sales Outstanding ratio remained flat, at 90 days as of June 30, 2019 and December 31, 2018. Comparably, trade accounts receivable used $4.0 million during the first half of 2018. Contract assets and liabilities used $9.8 million, as per industry common practice, retainage receivables associated with installation work, are built up throughout the life of a project and released upon completion. Comparably, contract assets and liabilities used $3.8 million during the six months ended June 30, 2018.

 

The main source of cash during the six months ended June 30, 2019 was from Financing Activities, which generated $53.3 million. In March, 2019, the Company closed an underwritten follow-on public offering of 5,551,423 ordinary shares, including the underwriters’ over-allotment option, for net proceeds of $36.5 million. Additionally, the Company generated proceeds of debt for $36.7 million, mostly related to a $30 million five year term facility, proceeds which were mostly used to repay then existing short-term debt the Company had accumulated to fund working capital required to support nine quarters with consecutive quarter-over-quarter sales growth. Net of repayments, we generated $19.0 million from debt while continuing the decrease of its leverage metrics given the Company´s continued growth and income from operations.

 

The Company used $47.9 million and $11.2 million in investing activities during the six months ended June 30, 2019 and 2018. Main use of cash in investing activities was a payment for the acquisition of 25.8% equity interest in Vidrio Andino Holding, a joint-venture with Saint-Gobain described above under Capital Resources. Additionally, during the first half of 2019, the company paid $13.8 million to acquire property plant and equipment, which in combination with $1.4 million acquired under credit, amount to total Capital Expenditures of $15.2 million as part of our high return investment plan further described above in the Capital Resources section.

 

Off-Balance Sheet Arrangements

 

None

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

None

 

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, due to the material weakness described on our Annual Report on form 10-K for the year ended December 31, 2018, our internal controls over financial reporting were not effective as of June 30, 2019. Notwithstanding the material weakness in our internal control over financial reporting referenced above, we believe the consolidated financial statements are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States of America for each of the periods presented herein.

 

We identified and disclosed a material weakness in the accounting for income taxes as of December 31, 2018, and have started to design and implement certain remediating controls gradually. We intend to continue our remediation plan to address the material weakness.

 

We currently have most of our enhanced review procedures and documentation standards in place and operating. Our main objective is to remediate this material weakness by the end of fiscal year 2019, in order to have enough opportunities to conclude, through our testing, that the enhanced monitoring and control activities are operating effectively as of year-end.

 

Changes in Internal Control over Financial Reporting

 

For the quarter ended June 30, 2019, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

23
 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

General Legal Matters

 

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

 

Item 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 June 30, 2019, 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   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

24
 

 

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: August 9, 2019    

 

25
 

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jose M. Daes, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tecnoglass Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2019

 

  /s/ Jose M. Daes
  Jose M. Daes
  Chief Executive Officer

 

   

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Santiago Giraldo, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tecnoglass Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2019

 

  /s/ Santiago Giraldo
  Santiago Giraldo
  Chief Financial Officer
  (Principal financial and accounting officer)

 

   

 

 

EXHIBIT 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Tecnoglass Inc. (the “Company”) on Form 10-Q, for the period ended June 30, 2019 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated August 9, 2019

 

  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)