Tecnoglass Inc.
Tecnoglass Inc. (Form: 10-Q, Received: 08/06/2015 16:58:07)

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, 2015

 

¨ 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 N/A
(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)

 

________________

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

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

 

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

 

Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if smaller reporting company)      

 

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: 25,301,132 ordinary shares as of June 30, 2015.  

 

 
 

 

TECNOGLASS INC.

 

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2015

 

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 (Loss) Income 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
Item 4. Controls and Procedures 21
Part II. Other Information 22
Item 6. Exhibits 23
Signatures  24

 

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     December  
    30, 2015     31, 2014  
ASSETS            
Current assets:            
Cash and cash equivalents   $ 16,018     $ 15,930  
Trade accounts receivable, net     54,306       44,955  
Due from related parties     31,266       28,327  
Inventories, net     40,097       28,965  
Other current assets     26,869       23,319  
Total current assets     168,556       141,496  
                 
Long term assets:                
Property, plant and equipment, net     126,340       103,980  
Long term receivables from related parties     3,392       4,220  
Other long term assets     5,946       6,195  
Total long term assets     135,678       114,395  
Total assets   $ 304,234     $ 255,891  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable and accrued expenses   $ 43,469     $ 33,493  
Due to related parties     3,836       1,456  
Current portion of customer advances on uncompleted contracts     10,356       5,782  
Short-term debt and current portion of long term debt     58,217       54,925  
Note payable to shareholder     79       80  
Other current liabilities     21,459       17,300  
Total current liabilities     137,416       113,036  
                 
Long term liabilities:                
Warrant liability     31,304       19,991  
Customer advances on uncompleted contracts     10,645       8,333  
Long term debt     56,654       39,273  
Total liabilities   $ 236,019     $ 180,633  
COMMITMENTS AND CONTINGENCIES                
                 
Shareholders' equity                
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2015     -       -  
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 25,301,132 and 24,801,132 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively     3       2  
Legal Reserves     1,367       1,367  
Additional paid-in capital     46,514       46,514  
Retained earnings     37,340       38,806  
Accumulated other comprehensive loss     (17,009 )     (11,431 )
Total shareholders’ equity   $ 68,215     $ 75,258  
Total liabilities and shareholders’ equity   $ 304,234     $ 255,891  

 

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

 

3
 

 

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

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

(Unaudited)

 

    Three months ended June 30,     Six months ended June 30,  
    2015     2014     2015     2014  
                         
Operating revenues   $ 58,053     $ 51,936     $ 110,096     $ 99,777  
Cost of sales     39,055       35,287       73,916       68,532  
Gross Profit     18,998       16,649       36,180       31,245  
                                 
Operating expenses     9,690       8,230       18,870       14,969  
                                 
Operating income     9,308       8,419       17,310       16,276  
                                 
Loss on change in fair value of warrant liability     (16,391 )     (4,645 )     (11,313 )     (13,525 )
Non-operating revenues, net     1,417       1,191       5,142       2,477  
Interest expense     2,050       2,294       4,202       4,267  
                                 
(Loss) Income before taxes     (7,716 )     2,671       6,937       961  
                                 
Income tax provision     3,631       2,263       8,403       5,234  
                                 
Net (loss) income   $ (11,347 )   $ 408     $ (1,466 )   $ (4,273 )
                                 
Comprehensive (loss) income:                                
Net (loss) income   $ (11,347 )   $ 408     $ (1,466 )   $ (4,273 )
                                 
Foreign currency translation adjustments     (410 )     2,885       (5,577 )     2,709  
                                 
Total comprehensive (loss) income   $ (11,757 )   $ 3,293     $ (7,043 )   $ (1,564 )
                                 
Basic (loss) income per share   $ (0.45 )   $ 0.02     $ (0.06 )   $ (0.18 )
                                 
Diluted (loss) income per share   $ (0.45 )   $ 0.01     $ (0.06 )   $ (0.18 )
                                 
Basic weighted average common shares outstanding     25,147,286       24,311,199       24,975,165       24,276,947  
                                 
Diluted weighted average common shares outstanding     25,147,286       27,986,839       24,975,165       24,276,947  

 

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,  
    2015     2014  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss   $ (1,466 )   $ (4,273 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Provision for bad debts     428       -  
Provision for obsolete inventory     (281 )     20  
Depreciation and amortization     5,246       4,972  
Equity method income     -       51  
Change in value of derivative liability     (42 )     (24 )
Change in fair value of warrant liability     11,313       13,525  
Deferred income taxes     (854 )     818  
Changes in operating assets and liabilities:                
Trade accounts receivables     (13,623 )     (21,027 )
Inventories     (13,721 )     (432 )
Prepaid expenses     198       (391 )
Other assets     (4,297 )     (6,470 )
Accounts payable and accrued expenses     12,974       (4,073 )
Advances from customers     8,254       634  
Related parties, net     (2,300 )     (3,517 )
Other current liabilities     5,418       (2,700 )
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     7,247       (22,887 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of investments     266       337  
Proceeds from sale of property and equipment     34       -  
Purchase of investments     (979 )     (869 )
Acquisition of property and equipment     (15,188 )     (7,282 )
Restricted cash     -       3,572  
CASH USED IN INVESTING ACTIVITIES     (15,867 )     (4,242 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from debt     57,462       55,080  
Proceeds from the sale of common stock     -       1,000  
Proceeds from the exercise of warrants     -       160  
Repayments of debt     (49,093 )     (37,568 )
Merger proceeds held in trust     -       22,519  
CASH PROVIDED BY FINANCING ACTIVITIES     8,369       41,191  
                 
Effect of exchange rate changes on cash and cash equivalents     339       516  
                 
NET INCREASE IN CASH     88       14,578  
CASH - Beginning of period     15,930       2,866  
CASH - End of period   $ 16,018     $ 17,444  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
Cash paid during the period for:                
Interest   $ 3,239     $ 3,493  
Income Tax   $ 7,188     $ 5,638  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
Assets acquired under capital lease   $ 20,180     $ 2,462  

 

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

 

5
 

 

Tecnoglass Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

Note 1. Organization, Plan of Business Operation

 

Tecnoglass Inc. (“TGI,” the “Company,” “we,” “us” or “our”) was incorporated in the Cayman Islands on September 21, 2011 under the name “Andina Acquisition Corporation” (“Andina”) as a blank check company. Andina’s objective was to acquire, through a merger, share exchange, asset acquisition, share purchase recapitalization, reorganization or other similar business combination, one or more operating businesses. On December 20, 2013, Andina consummated a merger transaction (the “Merger”) with Tecno Corporation (“Tecnoglass Holding”) as ultimate parent of Tecnoglass S.A. (“TG”) and C.I. Energía Solar S.A. ES. Windows (“ES”). The surviving entity was renamed Tecnoglass Inc. The Merger transaction was accounted for as a reverse merger and recapitalization where Tecnoglass Holding was the acquirer and TGI was the acquired company. Accordingly, the business of Tecnoglass Holding and its subsidiaries became our business. We are now a holding company operating through our direct and indirect subsidiaries.

 

The Company 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 façades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports about half of its production to foreign countries.

 

TG 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.

 

ES 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.

 

In 2014, the Company established two Florida limited liability companies, Tecnoglass LLC (“Tecno LLC”) and Tecnoglass RE LLC (“Tecno RE”) to acquire manufacturing facilities, manufacturing machinery and equipment, customer lists and exclusive design permits. 

 

Note 2. 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”). 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, 2014 (2014 Annual Report on Form 10-K). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP.

 

6
 

 

These unaudited condensed consolidated financial statements include the consolidated results of TGI, its indirect wholly-owned subsidiaries TG and ES, and its direct subsidiaries Tecno LLC and Tecno RE. Material intercompany accounts, transactions and profits are eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in accordance with the rules of the SEC for interim reporting purposes.

 

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 or conditions. Estimates inherent in the preparation of these, 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, and valuation of warrants and other derivative financial instruments. Based on information known before these unaudited, condensed consolidated financial statements were available to be issued, there are no estimates included in these statements for which it is reasonably possible that the estimate will change in the near term up to one year from the date of these financial statements and the effect of the change will be material, except for warrant liability further discussed below in this note and Note 10.

 

Foreign Currency Translation

 

The condensed consolidated financial statements are presented in United States Dollars, the reporting currency. The functional currency of the Company’s operations in Colombia is the Colombian Peso. The condensed consolidated financial statements of the Company’s foreign operations are prepared in the functional currency. The Statements of Operations and Comprehensive (Loss) Income prepared in the functional currency are translated into the reporting currency using average exchange rates for the respective periods. Assets and liabilities on the condensed consolidated Balance Sheets are translated into the reporting currency using rates of exchange at the end of the period and the related translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity in the condensed consolidated balance sheet.

 

Revenue Recognition

 

Our principal sources of revenue are derived from product sales of manufactured glass and aluminum products. Revenue is recognized when (i) persuasive evidence of an arrangement exists in the form of a signed purchase order or contract, (ii) delivery has occurred per contracted terms, (iii) fees and prices are fixed and determinable, and (iv) collectability of the sale is reasonably assured. All revenue is recognized net of discounts, returns and allowances. The Company recognizes revenue when goods are shipped, which is “FOB shipping point”. Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but title transfer may occur when the customer receives the product based on the terms of the agreement with the customer.

 

Revenues from fixed price contracts are recognized using the percentage-of-completion method, measured by the percentage of costs incurred to date to total estimated costs for each contract. Revenues recognized in advance of amounts billable pursuant to contracts terms are recorded as unbilled receivables on uncompleted contracts based on work performed and costs to date. Unbilled receivables on uncompleted contracts are billable upon various events, including the attainment of performance milestones, delivery of product and/or services, or completion of the contract. Revisions to cost estimates as contracts progress have the effect of increasing or decreasing expected profits each period. Changes in contract estimates occur for a variety of reasons, including changes in contract scope, estimated revenue and estimated costs to complete.

 

7
 

 

Trade Accounts Receivable

 

Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. Estimates for cash discounts and sales returns are based on contractual terms, historical trends and expectations regarding the utilization rates for these clients. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt. Account balances deemed uncollectible are charged to the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote.

 

Inventories

 

Inventories, which consist primarily of purchased and processed glass, aluminum, parts and supplies held for use in the ordinary course of business, are valued at the lower of cost or market. Cost is determined using a weighted-average method. Inventory consisting of certain job specific materials not yet installed are valued using the specific identification method. Reserves for excess or slow-moving inventories are updated based on historical experience of a variety of factors including sales volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock.

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized. Repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any related gains or losses are included in income as a reduction to, or increase in selling, general and administrative expenses. Depreciation is computed on a straight-line basis, based on the following estimated useful lives:

 

Buildings   20 years
Machinery and equipment   10 years
Furniture and fixtures   10 years
Office equipment and software   5 years
Vehicles   5 years

 

Warrant liability

 

The Company accounts for the warrants against its ordinary shares as a derivative liability. The Company classifies the warrant instrument as a liability at its fair value because the warrants do not meet the criteria for equity treatment under guidance contained in ASC 815-40-15-7D. This liability is subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations.

 

The Company determines the fair value of warrant liability using the Binomial Lattice options pricing model. In general, the inputs used are unobservable and the fair value measurement of the warrant liability is classified as a Level 3 measurement under guidance for fair value measurements hierarchy of categorization to reflect the level of judgment and observability of the inputs involved in estimating fair values. Refer to Note 10 for additional details about the Company’s warrants.

 

8
 

 

Income Taxes  

 

The Company’s operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecno LLC and Tecno RE are subject to the taxing jurisdiction of the United States. TGI and Tecnoglass Holding are subject to the taxing jurisdiction of the Cayman Islands.

 

The Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards if any.

 

The Company believes that its income tax positions and deductions used in its tax filings would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.

 

Earnings per Share

 

Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding the effects of any potentially dilutive securities. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company considered the dilutive effect of warrants to purchase ordinary shares in the calculation of diluted income per share, which resulted in 3,675,640 shares of dilutive securities for the three month period ended June 30, 2014. The computation of diluted earnings per share excludes the effects 3,419,463 and 3,299,989 dilutive options for the six months ended June 30, 2015 and 2014, as well as 3,927,132 dilutive options, warrants and other potentially dilutive securities for the three month period ended June 30, 2015, because their inclusion, given a net loss for the period, would be anti-dilutive.

 

The following table sets forth the computation of the basic and diluted earnings per share for the three and six month periods ended June 30, 2015 and 2014:

 

Numerator for basic and diluted earnings per shares

 

    Three months ended June 30,     Six months ended June 30,  
    2015     2014     2015     2014  
                         
Net (Loss) Income   $ (11,347 )   $ 408     $ (1,466 )   $ (4,273 )
                                 
Denominator                                
Denominator for basic earnings per ordinary share - weighted average shares outstanding     25,147,286       24,311,199       24,975,165       24,276,947  
Effect of dilutive warrants and earnout shares     -       3,675,640       -       -  
Denominator for diluted earnings per ordinary share - weighted average shares outstanding     25,147,286       27,986,839       24,975,165       24,276,947  
                                 
Basic earnings per ordinary share   $ (0.45 )   $ 0.02     $ (0.06 )   $ (0.18 )
Diluted earnings per ordinary share   $ (0.45 )   $ 0.01     $ (0.06 )   $ (0.18 )

 

9
 

 

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. Standard warranties depend upon the product and service, and are generally from five to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. Claims are settled by replacement of the warrantied products.

 

Non-Operating Revenues

 

The Company recognizes non -operating revenues from foreign currency transaction gains and losses, interest income on receivables, proceeds from sales of scrap materials and other activities not related to the Company’s operations. Foreign currency transaction gains and losses occur when monetary assets, liabilities, payments and receipts that are denominated in currencies other than the Company’s functional currency are recorded in the Colombian peso accounts of the Company in Colombia. The Company´s non-operating revenues for the six months ended June 30, 2015 and 2014 were $5,142 and $2,477, respectively. During the six months ended June 30, 2015 and 2014, the Company recorded net gains from foreign currency transactions of $3,373 and $1,404, respectively.

 

Reclassifications

 

Certain accounts in the prior year’s condensed consolidated financial statements have been reclassified for comparative purposes to conform to the presentation in the current year condensed consolidated financial statements. These reclassifications have no effect on the previously reported net income.

 

Note 3 - Variable Interest Entities

 

The Company conducted an evaluation as a reporting entity of its involvement with certain significant related party business entities as of June 30, 2015 in order to determine whether these entities were variable interest entities requiring consolidation or disclosures in the financial statements of the Company. The Company evaluated two entities with whom it has maintained significant commercial relationships since 2004.

 

ES Windows LLC (“ESW LLC”), a Florida LLC, imports and resells the Company’s products in the United States and acts as a freight forwarder for certain raw materials inventory purchased in the United States. The Company’s CEO and COO, other family members, and other related parties own 100% of the equity in ESW LLC. The Company’s sales to ESW LLC for the three month periods ended June 30, 2015 and 2014 were $11.0 million and $9.6 million, respectively, and for the six month periods ended June 30, 2015 and 2014 were $22.9 million and $18.1 million, respectively. Outstanding receivables from ESW LLC at June 30, 2015 and December 31, 2014 were $18.6 million and $13.8 million, respectively.

 

Ventanas Solar S.A. (“VS”), a Panama sociedad anonima, is an importer and installer of the Company’s products in Panama . Family members of the Company’s CEO and CFO and other related parties own 100% of the equity in VS . The Company’s sales to VS for the three month and ended June 30, 2015 and 2014 were $1.6 million and $3.6 million, respectively. Sales for the six months ended June 30, 2015 and 2014 were $2.6 million and $7.2 million, respectively. Outstanding receivables from VS at June 30, 2015 and December 31, 2014 were $11.2 million and $12.2 million respectively, including a three-year payment agreement for trade receivables with a long term balance of $3.4 million and $4.2 million as of June 30, 2015 and December 31, 2014, respectively, related to a collection agreement between the Company and VS for trade receivables collection from customers in Panama.

 

Management evaluated several factors, including whether (i) these entities required subordinated financial support from the Company in order to operate, (ii) what variable interests existed in the risks and operations of the entities, (iii) what explicit or implicit interests the Company had in these entities as a result of the significant commercial relationships, (iv) whether the Company or its related parties had the controlling financial interests in these entities, and as a result, (v) who were the primary beneficiaries of those controlling variable interests. In order to evaluate these considerations, the Company analyzed the designs and initial purposes of these entities using available quantitative information, qualitative factors and guidance under ASC 810-10-25 Consolidation and related Subsections.

 

10
 

 

As of the date of the evaluation, the Company concluded that (i) both entities are deemed variable interest entities because of the presence and effect of significant related parties; (ii) neither variable interest entity requires subordinated financial support for its operations as these operations are designed to provide residual returns to their equity investors, (iii) the Company’s explicit variable interests are its arms-length commercial relationships which do not absorb the entities’ risks and variability, (iv) that neither the Company nor its related parties had the controlling financial interests, and finally (v) the CEO, COO, family members and other equity investors are more closely related to the ESW LLC and VS and were therefore the primary beneficiaries of those entities’ variable interests and residual returns or eventual losses, not the Company. The Company concluded that consolidation of these entities was not indicated.

 

No subordinated financial support has been provided to these entities as of June 30, 2015 or as of December 31, 2014.

 

Note 4 - Inventories, net

 

Inventories are comprised of the following:

 

    June 30,     December 31,  
    2015     2014  
Raw materials   $ 30,986     $ 22,421  
Work in process     3,511       2,136  
Finished goods     2,879       2,158  
Stores and spares     2,562       2,371  
Packing material     159       171  
      40,097       29,257  
Less: inventory allowances     -       (292 )
Total inventories, net   $ 40,097     $ 28,965  

 

Note 5. Property, Plant and Equipment, Net

 

Property, plant and equipment, net consist of the following:

 

    June 30,     December 31,  
    2015     2014  
Building   $ 37,871     $ 36,228  
Machinery and equipment     94,770       76,497  
Office equipment and software     4,347       2,868  
Vehicles     1,528       1,412  
Furniture and fixtures     1,534       1,651  
Total property, plant and equipment     140,050       118,656  
Accumulated depreciation and amortization     (33,484 )     (31,646 )
Net value of property and equipment     106,566       87,010  
Land     19,774       16,970  
Total property, plant and equipment, net   $ 126,340     $ 103,980  

 

11
 

 

Depreciation and amortization expense, inclusive of capital lease amortization, for the three month periods ended June 30, 2015 and 2014 was $2,745 and $3,020, respectively, and for the six month periods ended June 30, 2015 and 2014 was $5,246 and $4,972 respectively.

 

Note 6. Long-Term Debt

 

At June 30, 2015, the Company owed approximately $114 million under its various borrowing arrangements with several banks in Colombia, Panama and the United States and including obligations under various capital leases. The bank obligations have maturities ranging from six months to 15 years that bear interest at rates ranging from 2.9% to 12.03%. These loans are generally secured by substantially all of the Company’s accounts receivable and / or inventory.

 

The mortgage loan from TD Bank N.A. for real property acquired in December 2014 by Tecno RE includes requirements that the Company has to maintain debt service coverage ratio to be evaluated annually; as well a loan to value ratio evaluation from time to time by the bank.

 

    June 30,     December 31,  
    2015     2014  
Obligations under borrowing arrangements   $ 114,871     $ 94,198  
Less: Current portion of long-term debt and other current borrowings     58,217       54,925  
Long-term debt   $ 56,654     $ 39,273  

 

Maturities of long term debt and other current borrowings are as follows as of June 30, 2015:

 

12 months ending June 30,      
2017   $ 22,706  
2018     12,210  
2019     7,410  
2020     6,785  
Thereafter     7,543  
Total   $ 56,654  

 

Revolving Lines of Credit

 

The Company has approximately $8.5 million available in two lines of credit under a revolving note arrangement as of June 30, 2015. The floating interest rates on the revolving notes are between DTF+6% and DTF+7%. DTF is the primary measure of interest rates in Colombia. At June 30, 2015 and December 31, 2014, $7,823 and $375 was outstanding under these lines, respectively.

 

Proceeds from debt and repayments of debt for the six months ended June 30, 2015 and 2014 are as follows:

 

    2015     2014  
Proceeds from debt   $ 57,462     $ 55,080  
Repayments of debt   $ 49,093     $ 37,568  

 

The Company acquired assets under capital leases for the six months ended June 30, 2015 and 2014 for $20,180 and $2,462, respectively.

 

12
 

 

Interest expense for the six month periods ended June 30, 2015 and 2014 was $4,202 and $4,267, respectively.

 

Note 7. Income Taxes

 

The Company files income tax returns for TG and ES in the Republic of Colombia. Colombia’s Tax Statute was reformed on December 23, 2014. A general corporate income Tax Rate applies at 25% and a CREE Tax based on taxable income applies at a rate of 9% to certain taxpayers including the Company. Prior to the reform, the CREE Tax would only apply up to tax years 2015. The reform makes the CREE tax rate of 9% permanent and an additional CREE Surtax will apply for the years 2015 through 2018 at varying rates. 

 

The following table summarizes income tax rates under the tax reform law:

 

    2015     2016     2017     2018     2019  
Income Tax     25 %     25 %     25 %     25 %     25 %
CREE Tax     9 %     9 %     9 %     9 %     9 %
CREE Surtax     5 %     6 %     8 %     9 %     -  
Total Tax on Income     39 %     40 %     42 %     43 %     34 %

 

13
 

 

The components of income tax expense (benefit) are as follows:

 

    Three months ended June 30,     Six months ended June 30,  
    2015     2014     2015     2014  
Current income tax                        
Foreign   $ 4,328     $ 1,900     $ 9,257     $ 4,416  
Deferred income tax                                
Foreign     (697 )     363       (854 )     818  
Total Provision for Income tax   $ 3,631     $ 2,263     $ 8,403     $ 5,234  

 

The Company’s effective tax rates were (47.1%) and 121% for the three and six month periods ended June 30, 2015. The Company’s effective tax rates were 84.7% and 545% for the three and six month periods ended June 30, 2014. The Company's effective tax rate for the three and six-month periods ended June 30, 2015 reflect non-deductible losses of $16,391 and $11,313 from the change in fair value of warrant liability as of June 30, 2015, compared with a non-deductible loss of $4,645 and $ 13,525 for the same periods ended June 30, 2014.

 

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. The classification of a financial asset or liability within the hierarchy is determined by the lowest level inputs that are significant to the fair value measurement. 

 

Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis at June 30, 2015:

 

    Quotes Prices     Significant     Significant  
    in Active     Other Observable     Unobservable  
    Markets     Inputs     Inputs  
    (Level 1)     (Level 2)     (Level 3)  
Warrant Liability   $ -     $ -     $ 31,304  
Interest Rate Swap Derivative Liability   $ -     $ 84     $ -  
Long term receivable from related parties   $ -     $ 3,392     $ -  
Long term debt   $ -     $ 62,803     $ -  

 

Assets and Liabilities recognized or disclosed at Fair Value on a Recurring Basis at December 31, 2014:

 

    Quotes
Prices
    Significant
Other
    Significant  
    in Active     Observable     Unobservable  
    Markets     Inputs     Inputs  
    (Level 1)     (Level 2)     (Level 3)  
Warrant Liability   $ -     $ -     $ 19,991  
Interest Rate Swap Derivative Liability   $ -     $ 134     $ -  
Long term receivable from related parties   $ -     $ 4,220     $ -  
Long term debt   $ -     $ 43,266     $ -  

 

14
 

 

Note 9. Segment and Geographic Information

 

The Company operates a single segment business for product sales consisting of four geographical sales territories as follows:

 

    Three months ended June 30,     Six months ended June 30,  
    2015     2014     2015     2014  
Colombia   $ 21,869     $ 21,797     $ 39,251     $ 42,752  
United States     33,344       26,041       65,022       47,908  
Panama     1,355       3,418       2,823       7,833  
Other     1,485       680       3,000       1,284  
Total Revenues   $ 58,053     $ 51,936     $ 110,096     $ 99,777  

 

Note 10. Warrant Liability

 

Prior to the Merger on December 20, 2013 the Company issued an aggregate of 9,200,000 warrants to purchase its ordinary shares as follows: 4,200,000 warrants issued in connection with Andina’s Initial Public Offering, 4,800,000 warrants issued in connection with a Private Placement simultaneous with the Initial Public Offering and 200,000 working capital warrants issued upon conversion of a promissory note at the closing of the Merger. Following the Notice of Effectiveness of its Registration Statement on June 16, 2014, an aggregate of 102,570 warrants have been exercised by investors resulting in a net total of 9,097,430 warrants outstanding as of June 30, 2015. The fair value of the warrant liability was determined by the Company using the Binomial Lattice pricing model. This model is dependent upon several variables such as the instrument’s expected term, expected strike price, expected risk-free interest rate over the expected instrument term, the expected dividend yield rate over the expected instrument term and the expected volatility of the Company’s stock price over the expected term. The expected term represents the period of time that the instruments granted are expected to be outstanding. The expected strike price is based upon a weighted average probability analysis of the strike price changes expected during the term as a result of the down round protection. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected terms of the options at the date of valuation. Expected dividend yield is based on historical trends. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly traded companies.  

 

The inputs to the model were as follows:

 

    June 30, 2015     December 31, 2014  
             
Stock Price   $ 12.63     $ 10.15  
Dividend Yield   $ 0.125       N/A  
Risk-free rate     0.46 %     0.67 %
Expected Term     1.72       1.97  
Expected Volatility     32.69 %     33.62 %

   

The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3):

 

Balance - December 31, 2014   $ 19,991  
Fair value adjustment – three months ended March 31, 2015     (5,078 )
Balance – March 31, 2015     14,913  
Fair value adjustment – three months ended June 30, 2015     16,391  
Balance - June 30, 2015   $ 31,304  

 

15
 

 

Note 11. Related Parties

 

The Company’s major related party entities are: ESW LLC, a Florida limited liability company partially owned by the Company’s Chief Executive Officer and Chief Operating Officer, VS, an importer and installer based in Panama owned by related party family members, and Union Temporal ESW (“UT ESW”), a temporary contractual joint venture under Colombian law with Ventanar S. A. managed by related parties that expires at the end of its applicable contracts.

 

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

 

    June 30, 2015     December 31, 2014  
Assets            
Due from ESW LLC   $ 18,629     $ 13,814  
Due from VS     7,849       7,979  
Due from UT ESW     1,420       2,000  
Due from other related parties     3,368       4,534  
    $ 31,266     $ 28,327  
                 
Long term payment agreement from VS   $ 3,392     $ 4,220  
                 
Liabilities                
Due to A Construir S.A.   $ 3,219     $ 995  
Due to other related parties     617       461  
    $ 3,836     $ 1,456  

 

    Three months ended June 30,     Six months ended June 30,  
    2015     2014     2015     2014  
Revenues                        
Sales to ESW LLC   $ 11,027     $ 9,638     $ 22,898     $ 18,151  
Sales to VS     1,553       3,571       2,599       7,236  
Sales to UT ESW     660       49       662       115  
      13,240       9,744       26,159       18,362  
                                 
                                 
Expenses                                
Fees paid to directors and officers   $ 388     $ 621     $ 777     $ 621  
Payments to other related parties*     395       1,162       838       1,162  

 

Sales to other related parties were less than 0.1 million in the three months ended and six months ended June 30, 2015 and 2014.

 

*Payments to other related parties in 2015 and 2014 consists of donations to Fundación Tecnoglass. 

 

In December 2014, the Company and VS executed a three-year payment agreement for recovery of trade receivables outstanding for $6.6 million with an interest rate of Libor + 4.7% paid semiannually. The payment agreement was accounted for at fair value.

 

In 2013, the Company guaranteed a loan for $163 used to develop a lot adjacent to the Alutions plant into a related party fuel service station Santa Maria del Mar S.A. At June 30, 2015, the guarantee was in good standing and no liabilities have been recorded, and the Company was in the process of restructuring the guarantee to exclude the involvement of Tecnoglass, S.A., as required by the merger agreement. 

 

16
 

 

In December 2014, ESW LLC, a related party, guaranteed a mortgage loan for $3,920 for the acquisition of real properties in Miami-Dade County, Florida in favor of Tecnoglass RE, a wholly owned subsidiary of the Company.

 

Note 12. Note Payable to Shareholder

 

From September 5, 2013 to November 7, 2013, A. Lorne Weil loaned the Company $150 of which $70 was paid at closing of the Merger and $80 remained unpaid as of December 31, 2014. During the second quarter of 2015, the Company paid $1, remaining $79 unpaid as of June 30, 2015.

 

Note 13. Derivative Financial Instruments

 

In 2012, the Company entered into two interest rate swap (IRS) contracts as economic hedges against interest rate risk through 2017. Hedge accounting treatment per guidance in ASC 815-10 and related Subsections was not pursued at inception of the contracts. The derivative contracts are recorded on the balance sheet as liabilities at an aggregate fair value of $84 and $134 as of June 30, 2015 and December 31, 2014, respectively. Changes in the fair value of the derivatives are recorded in current earnings.

 

Note 14. Commitments and Contingencies

 

Guarantees

 

Guarantees on behalf of or from related parties are disclosed in Note 11 - Related Parties 

 

Legal Matters

 

Tecnoglass S.A. is also a named defendant in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff Diplomat Properties, Limited (“Diplomat”) has asserted a claim for indemnification against TG and Tecnoglass USA, Inc. The claim arises from the supplying of glass shower doors to a hotel/spa in Broward County, Florida. Specifically, in 2006, Diplomat commenced arbitration against Shower Concepts, Inc. seeking damages for breach of contract due to fractures in the installed glass shower doors. Diplomat initiated a complaint asserting various claims, which were dismissed with prejudice. The only remaining claim against the Tecnoglass entities is common law indemnification. TG denies liability and asserts that Shower Concepts was at fault and that as a joint tort feasor, it cannot sue for indemnity. A trial date has not yet been set for this case. Management and TG’s counsel believes that a liability in this claim is remote and immaterial and there are no significant reasonably estimated amounts for a possible loss.

 

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.

 

Note 15. Equity

 

Pursuant to the merger agreement and plan of reorganization and on filing of financial statements for the fiscal year ended December 31, 2014, Energy Holding Corporation received an aggregate of 500,000 ordinary shares in April 2015 based on the Company’s achievement of specified EBITDA targets set forth in such agreement.

 

On April 14, 2015, the Company´s Board of Directors authorized the payment of regular quarterly dividends to holders of its ordinary shares at a quarterly rate of $0.125 per share (or $0.50 per share on annual basis).

 

Note 16. Subsequent Events

 

On July 9, 2015, the Company filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) in connection with a proposed exchange of its warrants for its ordinary shares. Under the terms of the warrant exchange offer, each of Tecnoglass’ warrant holders will have the opportunity to receive one Tecnoglass ordinary share in exchange for every 2.6 of the Company’s outstanding warrants tendered by the holder and exchanged pursuant to the offer. The Exchange Offer will commence as soon as practicable after the registration statement becomes effective and is expected to remain open for not less than 30 days.

 

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 condensed consolidated financial statements and related notes thereto included elsewhere in this report.

 

Overview

 

The Company is a holding company operating through its indirect, wholly owned subsidiaries: TG, which manufactures, markets and exports a variety of glass products since 1994 and established the Alutions plant in 2007 for aluminum products, and ES, a leader in the production of high-end windows and architectural glass systems. We have more than 30 years’ experience in the glass and aluminum structure assembly market in Colombia.

 

The Company 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 façades and commercial window showcases. The Company sells to more than 800 customers in North, Central and South America, and exports almost half of its production to foreign countries.

 

In Panama, ES sells products primarily to companies participating in large construction projects in the higher income areas of the city. ES products were supplied in the Soho Plaza, a complex of a shopping mall and two skyscrapers which brought in approximately $18 million in revenues to the Company since the inception of the contract in 2012.

 

TG sells to its customers using several sales teams based out of Colombia to specifically target regional markets in South, Central and North America. In addition, TG has approximately ten free-lance sales representatives based in North America.

 

ES sells its products through four sales teams based out of Colombia, Peru, Panama and the US. The Colombia sales team is the largest sales group and has deep contacts throughout the construction industry, and markets ES’s products and installation services.

The sales team in Peru is responsible for sales in South America excluding Colombia. Sales forces in Panama and the US are not through subsidiaries but arms-length agreements with sales representatives.

 

Liquidity

 

As of June 30, 2015 and December 31, 2014, the Company had cash and cash equivalents of approximately $16.0 million and $15.9 million, respectively. The Company expects that cash flow from operations, proceeds from borrowings under the Company’s lines of credit will be sufficient to fund the Company’s cash requirements for the next twelve months. As of June 30, 2015, the Company has approximately $60 million in additional loan availability for any additional working capital or capital expenditure requirements. During the year 2014, the proceeds from the merger were considered one of its primary sources of liquidity as well.

 

Additionally, until the redemption of certain warrants and unit purchase options or their expiration in December 2016, we could receive up to $89.4 million from the exercise of warrants and unit purchase options comprised of: up to $40 million upon the exercise of all of the insider warrants and working capital warrants, up to $9.4 million upon the exercise of the unit purchase options, up to $7.2 million upon the exercise of the warrants underlying such unit purchase options and up to $32.8 million upon the exercise of the warrants issued in our IPO. As of June 30, 2015, 102,570 warrants have been exercised for proceeds of $0.8 million. 

 

Capital Resources

 

New technology investments

 

During the six months ended in June 30, 2015, the Company made significant capital expenditures of approximately $35.3 million. This included the creation of a complete jumbo glass production line that includes washing, tempering, laminating, insulating, silk screening and cutting of glass pieces of up to three meters by six meters. In addition, four new state of the art glass tempering ovens were purchased which increased the plant efficiency and the quality of the finished products.

 

18
 

 

Results of Operations

 

    Three Months Ended     Three Months Ended     Six Months Ended     Six Months Ended  
    June 30     June 30     June 30     June 30  
    2015     2014     2015     2014  
Operating Revenues   $ 58,053     $ 51,936     $ 110,096     $ 99,777  
Cost of sales     39,055       35,287       73,916       68,532  
Gross profit     18,998       16,649       36,180       31,245  
Operating expenses     9,690       8,230       18,870       14,969  
Operating income     9,308       8,419       17,310       16,276  
Non-operating revenues, net     1,417       1,191       5,142       2,477  
Interest Expense     2,050       2,294       4,202       4,267  
Loss on change of fair value of warrant liability     (16,391 )     (4,645 )     (11,313 )     (13,525 )
Income tax provision     3,631       2,263       8,403       5,234  
Net (loss) income   $ (11,347 )   $ 408     $ (1,466 )   $ (4,273 ))

 

Comparison of quarterly periods ended June 30, 2015 and June 30, 2014

 

Revenues

 

The Company’s net operating revenues increased $6.1 million or 11.6% from $52.0 million to $58.1 million for the quarterly period ended June 30, 2015 compared the quarterly period ended June 30, 2014.

 

Sales in the U.S. market for the quarterly period ended June 30, 2015 increased $7.3 million or 28.0% when compared to the quarterly period ended June 30, 2014. The Company continued expansion of sales outside of traditional base in the South Florida region and is now selling in several regions including Baltimore-Washington, California, Texas, New York and New Jersey on the basis of timely delivery, competitive prices, and high quality. Sales in the Colombian market, with a significant participation of long-term contracts priced in local currency, increased 34.9% in terms of local currency, but because of unfavorable change in exchange rates, sales in Colombia increased less than $0.1 million or 0.3% for the quarters ended June 30, 2015 compared to the same period of 2014. Sales to Panama decreased by $2.0 million, or 60.3% from the first quarter of 2015 compared to the first quarter of 2014 as large projects the Company had in Panama were finalized.

 

Margins

 

Sales margins increased slightly to 32.7% from 32.1% in the quarterly periods ended June 30, 2015 and 2014. This variation is within normal fluctuations experienced by the company depending on varied product mix over short periods of time. The sales margin for the six month period ended June 30 th 2015 shows a slight improvement over 2014, as further discussed below.

 

Expenses

 

Selling and Administrative Expenses increased 17.7% from $8.2 million to $9.7 million in the quarterly period ended June 30, 2015 when compared to the quarterly period ended June 30, 2014. The increase was a result of sales commissions and shipping costs.

 

Loss - Warrants Liability

 

A non-cash, non-operating loss of $16.4 million arose from the increase in the fair value of the warrant liability in the three month period ended June 30, 2015 relative to its fair value at the end of the previous quarter ended March 31, 2015. The fair value of the warrants liability changes in response to market factors not directly controlled by the Company such as the market price of the Company’s shares and the volatility index of comparable companies. There are no income tax effects as the Company is registered in the Cayman Islands. See the footnotes to the financial statements.

 

Management does not consider the effects of the change in the warrant liability to be indicative of the results of the Company’s operations.

 

19
 

 

Income Taxes

 

The Company’s effective tax rates were (47.1%) and 84.7% for the quarterly periods ended June 30, 2015 and 2014. The Company's effective tax rate for the three month periods ended June 30, 2015 reflect non-deductible losses of $16,391 from the change in fair value of warrant liability as of June 30, 2015, compared with a non-deductible loss of $4,645 for the same period ended June 30, 2014.

 

Results of operations for the six months ended June 30, 2015 and 2014

 

Revenues

 

The Company’s net operating revenues increased $10.3 million or 10.3% from $99.8 million to $110.1 million for the six month period ended June 30, 2015 compared the same period ended June 30, 2014.

 

Growth was driven by sales the U.S. market which increased $17.1 million or 35.7% in the six months ended June 30, 2015 when compared to the quarterly period ended June 30, 2014, which were offset by sales in other markets. The Company continued its expansion of sales outside of its traditional base in the South Florida region and is with direct and contract sales in several regions including Baltimore-Washington, California, Texas, New York and New Jersey on the basis of timely delivery, competitive prices, high quality and strategic alliances with major industry. Sales in the Colombian market, with a significant participation of long-term contracts priced in local currency, increased 17.7% in terms of local currency, but because of unfavorable changes in exchange rates, sales in Colombia declined $3.5 million, or 8.2% for the six months ended June 30, 2015 compared to the same period of 2014.

 

Margins

 

Sales margins increased from 31.3% to 32.9% in the six month periods ended June 30, 2015 and 2014. The company believes the slight increase in sales margin is a result of a higher degree of vertical manufacturing integration and increased exports to markets in the United States where strict building codes require products with higher specification.

 

Expenses

 

During the six month periods ended June 30, 2015 and 2014, general selling and administrative increased $3.9 million, or 26.1%, from $14.9 million to $18.9 million. This increase was driven by an increase in expenses related to more sales commissions and shipping charges.  

 

During the six month periods ended June 30, 2015 and 2014, interest expense remained stable at $4.2 million. The Company has been able to attract offers from several domestic and foreign banks to improve the structure of debt at better terms.

 

Non-operating Revenues

 

During the six month periods ended June 30, 2015 and 2014 the Company recorded net non-operating revenues of $5.1 million and $2.5 million respectively. The Company’s non-operating revenues are comprised primarily of net gains on foreign currency transactions that increased by $2.0 million to $3.4 million for the periods ended June 30, 2015 compared to $1.4 million during the same period of 2014 as an effect of the devaluation of the Colombian Peso, the functional currency of the Company’s operating subsidiaries TG and ES.

 

Loss - Warrants Liability

 

A non-cash, non-operating loss of $11.3 million arose from the increase in the fair value of the warrant liability in the six month period ended June 30, 2015. The fair value of the warrant liability changes in response to market factors not directly controlled by the Company such as the market price of the Company’s shares and the volatility index of comparable companies. There are no income tax effects as the Company is registered in the Cayman Islands. See the footnotes to the financial statements.

 

Income Taxes

 

The Company’s effective tax rates were 121.1% and 545% for the six-month periods ended June 30, 2015 and 2014. The Company's effective tax rate for the six month periods ended June 30, 2015 reflect non-deductible losses of $11,313 from the change in fair value of warrant liability as of June 30, 2015, compared with a non-deductible loss of $13,525 for the same period ended June 30, 2014.

 

20
 

 

Cash Flow from Operations, Investing and Financing Activities

 

During the six month periods ended June 30, 2015 and 2014, $7.2 million and $22.9 million, respectively, were generated and used in operating activities. The principal use of cash was trade accounts receivable in both periods. During the six months ended June 30, 2015, the principal uses of cash were trade accounts receivable and inventories with cash flows of approximately $13.6 million and $13.7 million, respectively, partially offset by accounts payable and accrued expenses which generated $13.0 million, as well as advances from customers which generated $8.3million due to new projects in the first half of 2015.

 

The Company used $15.9 million and $4.2 million in investing activities during the six months ended June 30, 2015 and 2014 respectively. Principal use of cash for both periods has been purchase of fixed assets as part of the Company’s growth strategy that requires investments in state of the art manufacturing equipment and facilities discussed under the Capital Resources section of this Management Discussion and Analysis.

 

Cash generated from financing activities was $8.4 million and $41.2 million during the six month periods ended June 30, 2015 and 2014, respectively. Cash flow from financing activities in the six month period ended June 30, 2014 included $22.5 million of proceeds from the merger in December 2013 that were received in January 2014.

 

    Six months ended  
   

June 30,

2015

   

June 30,

2014

 
Cash Flow from Operating Activities   $ 7,247     $ (22,887 )
Cash Flow from Investing Activities     (15,867 )     (4,242 )
Cash Flow from Financing Activities     8,369       41,191  
Effect of exchange rates on cash and cash equivalents     340       516  
Cash Balance - Beginning of Period     15,930       2,866  
Cash Balance - End of Period   $ 16,018     $ 17,444  
                 

 

Off-Balance Sheet Arrangements

 

None

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

None

 

Item 4. Controls and Procedures

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting considering certain aspects included in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) of 2013, taking into account the Company´s intention to comply with these requirements.

 

Management’s evaluation of the design and operating effectiveness of our internal controls over financial reporting identified material weaknesses resulting from design and operating deficiencies in the internal control system. A “material weakness” is defined as a significant deficiency or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A “significant deficiency” is defined as a control deficiency, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.

 

Management identified the following material weaknesses in our internal control over financial reporting as of June 30, 2015:

 

Financial Closing and Reporting Process - We have not established an adequate control system for the preparation and revelation of financial information related to the process of the identification, classification and nature of non-routine, unusual transactions, inclusive of significant related party transactions and for policies related to management evaluation of certain accounting estimates, and the preparation of the statement of cash flows.

 

Significant related party transactions require adequate and frequent reconciliation in order to determine the appropriate recording in the financial statements.

 

21
 

 

Entity-Level Control - We have not established the proper design of Entity Level Controls which supports the effectiveness of the internal control of the financial reporting. Deficiencies in Entity Level Controls, will not assure the proper control environment for risk management and fraud.

 

Considering Information Technology General Controls (ITGC´s) are part of the Entity Level Control, we acknowledge that we have not established the design and effectiveness of these controls to prevent detect and correct errors or prevent frauds of the Information Technology.

 

Revenue Accounting - We have not developed an adequate internal control that includes the validation sources of information of fixed price contracts, which is one of the parameter required to apply the Percentage of Completion (POC) method.

 

Management’s Actions to Remediate Material Weaknesses

 

Management took the following steps to remediate some material weaknesses:

 

1. Implementation of all the Information Technology General Controls.
2. Strengthened the internal control department by enrolling professionals with expertise in internal audit and USGAAP.
3. Implemented procedures and controls that allowed an accurate and reliable information related to revenue accounting such as projects information oversight and costs and sales prices updated recording.
4. Automated certain accounting processes that were calculated manually.
5. Developed procedures that improved the interim and annual review and reconciliation process for certain key balance sheet accounts such as accounts receivable, inventories, property, plant and equipment, payables and debt.
6. Designed a formal training and education program under USGAAP for our international finance and accounting personnel considering relevant topics according to the company´s transactions (i.e. revenue recognition, inventories, long-lived assets, financial instruments, deferred taxes, hedge accounting, etc.).
7. Increased management oversight by creating a new Disclosure Committee comprised of senior managers with responsibility for responding to issues raised during the financial reporting process.

 

Management’s Plan to Remediate Material Weaknesses

 

Management will be taking the following steps to remediate the remaining material weaknesses as follows:

 

1. Currently assessing proposals from risk advisory firms for a loan staff structure in order to strengthen our internal control area that will expedite the implementation of COSO 2013 and SOX compliance.
2. Continue structuring internal controls for obtaining key automatized information related to revenue accounting, debt management and consolidation.
3. Hiring additional staff in accounting and creating a USGAAP & SEC Reporting team in the U.S. to implement a standard financial statement reporting process.

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Tecnoglass S.A. is also a named defendant in in the matter of Diplomat Properties, Limited Partnership as assignee of Shower Concepts, Inc. v. Tecnoglass Colombia, S.A. in the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff Diplomat Properties, Limited (“Diplomat”) has asserted a claim for indemnification against TG and Tecnoglass USA, Inc. The claim arises from the supplying of glass shower doors to a hotel/spa in Broward County, Florida. Specifically, in 2006, Diplomat commenced arbitration against Shower Concepts, Inc. seeking damages for breach of contract due to fractures in the installed glass shower doors. Diplomat initiated a complaint asserting various claims which were dismissed with prejudice. The only remaining claim against the Tecnoglass entities is common law indemnification. TG denies liability and asserts that Shower Concepts was at fault and that as a joint tort feasor, it cannot sue for indemnity. A trial date has not yet been set for this case. Management and TG’s counsel believes that a liability in this claim is remote and immaterial and there are no significant reasonably estimated amounts for a possible loss.

 

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.

 

22
 

 

PART II-OTHER INFORMATION

 

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, 2015, 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

 

23
 

 

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/ Joaquin Fernandez
    Joaquin Fernandez
    Chief Financial Officer
    (Principal financial and accounting officer)
     
Date: August 6,  2015    

 

24

 

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)) for the registrant 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 my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; and

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 6, 2015 

 

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

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

 

I, Joaquin Fernandez, 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)) for the registrant 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 my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; and

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 6, 2015  

 

  /s/ Joaquin Fernandez 
  Joaquin Fernandez 
 

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, 2015 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 operation of the Company.

 

Dated: August 6, 2015

 

  By: /s/ Jose M. Daes
    Jose M. Daes
    Chief Executive Officer
    (Principal executive officer)
     
  By: /s/ Joaquin Fernandez
    Joaquin Fernandez
    Chief Financial Officer
    (Principal financial and accounting officer)