8-K
Tecnoglass Inc. (TGLS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2023
TECNOGLASS
INC.
(Exact Name of Registrant as Specified in Charter)
| Cayman<br> Islands | 001-35436 | 98-1271120 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> No.) |
Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia
(Address of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares | TGLS | The<br> New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02. Results of Operations and Financial Condition.
On March 2, 2023, Tecnoglass Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. The press release is included as Exhibit 99.1 hereto.
The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press<br> release dated March 2, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 2, 2023
| TECNOGLASS<br> INC. | |
|---|---|
| By: | /s/ Jose M. Daes |
| Name: | Jose<br> M. Daes |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
TecnoglassReports Record Fourth Quarter and Full Year 2022 Results
-Record Fourth Quarter Revenues and Adjusted EBITDA Up 60% to $211.1 Million and 107% to $87.2 Million, Respectively -
-Also Achieves Record Fourth Quarter Gross Margin, Operating Margin, Net Income, Adjusted Net Income^1^, Adjusted EPS andOperating & Free Cash Flows -
-Strong Results Driven by Organic Growth in Both Single-Family Residential and Multifamily/Commercial Businesses, Up 59% and 61%,Respectively -
-Backlog Expanded 24% Year-Over-Year to an All-Time High of $725.2 Million -
-Facility Investments Remain on Track to Increase Operational Capacity to ~$950 Million in Revenues in the Second Quarter of 2023-
-Introduces Full Year 2023 Growth Outlook for Adjusted EBITDA^1^ of $300 Million to $320 Million on Total Revenues of $790Million to $830 Million -
RecordFull Year 2022 Highlights
| ● | Total<br> revenues of $716.6 million, up 44% from $496.8 million in 2021 |
|---|---|
| ● | Gross<br> margin of 48.8%, up 800 basis points |
| ● | Net<br> income of $156.4 million, or $3.28 per diluted share and adjusted net income^1^<br> of $158.5 million, or $3.32 per diluted share, up from $1.44 per diluted share and $1.74<br> per diluted share, respectively |
| ● | Adjusted<br> EBITDA^1^ up 76.8% to a record $265.7 million at a margin of 37.1% |
| ● | Cash<br> flow from operations of $141.9 million drives net leverage to a ratio of 0.2x at year end |
RecordFourth Quarter 2022 Highlights
| ● | Total<br> revenues increased 60.2% year-over-year to $211.1 million, with 59% growth in single-family<br> residential revenues and 61% growth in multifamily/commercial revenues |
|---|---|
| ● | Gross<br> margin improved 930 basis points year-over-year to 52.2% |
| ● | Net<br> income of $55.1 million, or $1.16 per diluted share and adjusted net income^1^ of<br> $52.1 million, or $1.09 per diluted share |
| ● | Adjusted<br> EBITDA^1^ increased 106.8% year-over-year to $87.2 million, representing 41.3% of<br> total revenues |
| ● | Cash<br> flow from operations and free cashflow of $49.8 million and $25.3, respectively |
BARRANQUILLA,Colombia – March 2, 2023 – Tecnoglass, Inc. (NYSE: TGLS) (“Tecnoglass” or the “Company”), a leading manufacturer of architectural glass, windows, and associated aluminum products serving the global residential and commercial end markets, today reported financial results for the fourth quarter and full year ended December 31, 2022.
José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “Our record fourth quarter results reflect an exceptional finish to another year of above market performance led by the focused execution of our dedicated team members and the resiliency of our vertically integrated business model. We continue to benefit substantially from our previously implemented high return automation and capacity enhancements, which contributed to record gross profit and Adjusted EBITDA for the quarter and full year. Additionally, our prudent working capital management and market share gains in our shorter cash cycle single-family residential business helped generate our 12^th^ consecutive quarter of robust cash flow. Our strong capital position has given us the flexibility to invest in further structural enhancements, increase our cash dividend, and improve our leverage profile with net debt to Adjusted EBITDA now at a record low 0.2x for full year 2022. As we look to 2023 and beyond, we remain confident in our ability to strengthen our existing customer relationships and expand our market share through geographical diversification, innovation, quality and stable lead times to produce another year of strong financial performance and returns for our shareholders.”
Christian Daes, Chief Operating Officer of Tecnoglass, added, “Building on our solid momentum throughout 2022, we were pleased to produce record results for the fourth quarter and full year. This was largely attributable to our multi-year efforts to deepen our presence in the highly profitable single-family residential end markets in combination with capitalizing on rebounding commercial activity. Overall quoting and bidding activity in our markets remains strong and our record backlog position of $725 million puts us on solid footing with visibility on projects in our multifamily and commercial project pipeline into 2024. As we look forward, we remain committed to gaining additional share and expanding our geographic presence in single-family residential by advancing our product innovation, opening additional show rooms and doing our part to keep our customers on schedule with their projects. We believe these factors, along with our strong industry relationships and structural competitive advantages through our vertically integrated platform, collectively position us well to create additional shareholder value in 2023 and years ahead.”
FourthQuarter 2022 Results
Total revenues for the fourth quarter of 2022 increased 60.2% to $211.1 million compared to $131.8 million in the prior year quarter, driven by an increase in the Company’s commercial activity, strong growth in single-family residential activity and market share gains. Single-family residential revenues increased approximately 59% year-over-year, representing 40.3% of total revenues for the fourth quarter, helped by market share gains and the continued positive demographic dynamics in our main markets. Changes in foreign currency exchange rates had an adverse impact of $0.6 million on both Colombia revenues and total revenues in the quarter.
Gross profit for the fourth quarter of 2022 nearly doubled to $110.2 million, representing a 52.2% gross margin, compared to gross profit of $56.6 million, representing a 42.9% gross margin in the prior year quarter. The 930 basis point improvement in gross margin mainly reflected operating leverage on higher sales, favorable pricing dynamics, greater operating efficiencies related to automation and a favorable FX trend given the recent depreciation of the Colombian peso. Selling, general and administrative expense (“SG&A”) was $33.4 million for the fourth quarter of 2022 compared to $23.7 million in the prior year quarter, with the majority of the increase attributable to higher shipping expenses as a result of a higher sales volume, higher shipping rates and a higher mix of sales going into the more fragmented single-family residential market. As a percent of total revenues, SG&A was 15.8% for the fourth quarter of 2022 compared to 18.0% in the prior year quarter with operating leverage more than offsetting higher transportation costs.
Net income was $55.1 million, or $1.16 per diluted share, in the fourth quarter of 2022 compared to net income of $19.8 million, or $0.42 per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction gain of $2.9 million in the fourth quarter of 2022 and a $4.6 million loss in the fourth quarter of 2021. As previously disclosed, these non-cash gains and losses are related to the accounting re-measurement of U.S. Dollar denominated assets and liabilities against the Colombian Peso as functional currency.
Adjusted net income^1^ was $52.1 million, or $1.09 per diluted share, in the fourth quarter of 2022 compared to adjusted net income of $24.0 million, or $0.50 per diluted share, in the prior year quarter. Adjusted net income^1^, as reconciled in the table below, excludes the impact of non-cash foreign exchange transaction gains or losses and other non-core items, along with the tax impact of adjustments at statutory rates, to better reflect core financial performance.
Adjusted EBITDA^1^, as reconciled in the table below, more than doubled to $87.2 million, or 41.3% of total revenues, in the fourth quarter of 2022, compared to $42.2 million, or 32.0% of total revenues, in the prior year quarter. The improvement was driven by higher sales and a stronger gross and operating margins. Adjusted EBITDA^1^ included a $0.8 million contribution from the Company’s joint venture with Saint-Gobain, compared to $1.3 million in the prior year quarter.
FullYear 2022 Results
Total revenues for the full year 2022 increased 44.2% to a record $716.6 million compared to $496.8 million in the prior year. Changes in foreign currency exchange rates had a negligible impact on total revenues in the year.
Gross profit increased 72.5% year-over-year to a full year record of $349.5 million, representing a 48.8% gross margin, compared to $202.6 million, representing a 40.8% gross margin, in the prior year. Operating income for the full year 2022 was $226.4 million compared to $117.0 million in the prior year. Net income for the full year 2022 was $156.4 million, or a $3.28 per diluted share, compared to net income of $68.4 million, or $1.44 per diluted share, in the prior year. Adjusted net income^1^ for the full year 2022 was $158.5 million, or $3.32 per diluted share, compared to $82.7 million, or $1.74 per diluted share, in the prior year. Adjusted EBITDA^1^for the full year 2022 improved to a record $265.7 million, or 37.1% of sales, compared to $150.3 million, or 30.2% of sales, in the prior year.
BalanceSheet & Liquidity
The Company ended 2022 with total liquidity of approximately $270 million, including cash and cash equivalents of $103.7 million and availability under its committed revolving credit facilities of $170 million. Given the Company’s continued growth in Adjusted EBITDA^1^and strong cash generation, debt leverage continues to trend lower and now stands at 0.2 times net debt to LTM Adjusted EBITDA^1^, compared to 0.8 times in the prior year.
High-ReturnCapital Investments
During 2022, the Company initiated enhancements at its glass and aluminum facilities to increase production capacity and automate operations. The Company was successful in increasing installed production capacity to an amount equivalent to over $800 million of annual sales at the end of 2022, which is expected to be followed by a further expansion of installed production capacity to an amount equivalent to approximately $950 million of annual sales by the end of the second quarter of 2023.
Dividend
The Company declared a quarterly cash dividend of $0.075 per share for the fourth quarter of 2022, which was paid on January 31, 2023 to shareholders of record as of the close of business on December 31, 2022.
FullYear 2023 Outlook
Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “Based on our current invoicing schedule and strong demand for our architectural glass products, we are pleased to introduce our full year 2023 outlook for revenues to grow organically to a range of $790 million to $830 million (approximately 13% at the mid-point of guidance) and for Adjusted EBITDA^1^ to increase to a range of $300 million to $320 million. This implies Adjusted EBITDA growth of approximately 17% at the midpoint. We believe the investments we have made in our production capabilities and structural advantages stemming from our vertically integrated platform will continue to help us drive above market growth and exceptional profit performance, allowing for continued strong cash flow generation in the full year 2023. Based on the Board’s confidence in our projected performance and expected cashflow, we will continue to actively pursue effective ways to generate value for shareholders through growth investments, return of capital to shareholders and other value-enhancing actions.”
Webcast and Conference Call
Management will host a webcast and conference call on March 2, 2023 at 10:00 a.m. Eastern time (10:00 a.m. Bogota, Colombia time) to review the Company’s results. The conference call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the call and view the slides, please visit the Investor Relations section of Tecnoglass’ website at www.tecnoglass.com. Please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those unable to access the webcast, the conference call will be accessible by dialing 1-877-269-7751 (domestic) or 1-201-389-0908 (international). Upon dialing in, please request to join the Tecnoglass Fourth Quarter 2022 Earnings Conference Call.
If you are unable to listen live, a replay of the webcast will be archived on the website. You may also access the conference call playback by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671 (International) and entering passcode: 13735775.
AboutTecnoglass
Tecnoglass Inc. is a leading producer of architectural glass, windows, and associated aluminum products serving the multi-family, single-family and commercial end markets. Tecnoglass is the second largest glass fabricator serving the U.S. and the #1 architectural glass transformation company in Latin America. Located in Barranquilla, Colombia, the Company’s 4.1 million square foot, vertically-integrated and state-of-the-art manufacturing complex provides efficient access to over 1,000 global customers, with the U.S. accounting for more than 90% of revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s most distinctive properties, including One Thousand Museum (Miami), Paramount (Miami), Salesforce Tower (San Francisco), Via 57 West (NY), Hub50House (Boston), Aeropuerto Internacional El Dorado (Bogotá), One Plaza (Medellín), Pabellon de Cristal (Barranquilla). For more information, please visit www.tecnoglass.com or view our corporate video at https://vimeo.com/134429998.
ForwardLooking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Tecnoglass’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks, uncertainties and contingencies are indicated from time to time in Tecnoglass’ filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that Tecnoglass’ financial results in any particular period may not be indicative of future results. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise, except as required by law.
InvestorRelations:
Santiago Giraldo
CFO
305-503-9062
investorrelations@tecnoglass.com
^1^Adjusted net income (loss) and Adjusted EBITDA in both periods are reconciled in the table below.
TecnoglassInc. and Subsidiaries
ConsolidatedBalance Sheets
(Inthousands, except share and per share data)
(Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 103,671 | $ | 85,011 | ||
| Investments | 2,049 | 1,977 | |||
| Trade accounts receivable, net | 158,397 | 110,539 | |||
| Due from related parties | 1,447 | 2,252 | |||
| Inventories | 124,997 | 84,975 | |||
| Contract assets – current portion | 12,610 | 18,667 | |||
| Other current assets | 28,963 | 22,854 | |||
| Total current assets | 432,134 | $ | 326,275 | ||
| Long-term assets: | |||||
| Property, plant and equipment, net | 202,865 | $ | 166,629 | ||
| Deferred income taxes | 558 | 596 | |||
| Contract assets – non-current | 8,875 | 11,853 | |||
| Long-term trade accounts receivable | 1,225 | 3,995 | |||
| Intangible assets | 2,706 | 3,337 | |||
| Goodwill | 23,561 | 23,561 | |||
| Equity method investment | 57,839 | 51,160 | |||
| Other long-term assets | 4,545 | 4,157 | |||
| Total long-term assets | 302,174 | 265,288 | |||
| Total assets | 734,308 | $ | 591,563 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Short-term debt and current portion of long-term debt | 504 | $ | 10,700 | ||
| Trade accounts payable and accrued expenses | 90,186 | 68,087 | |||
| Due to related parties | 5,323 | 3,857 | |||
| Dividends payable | 3,622 | 3,141 | |||
| Contract liability – current portion | 49,601 | 45,213 | |||
| Other current liabilities | 60,566 | 24,017 | |||
| Total current liabilities | 209,802 | $ | 155,015 | ||
| Long-term liabilities: | |||||
| Deferred income taxes | 5,190 | $ | 3,417 | ||
| Contract liability – non-current | 11 | 78 | |||
| Long-term debt | 168,980 | 188,355 | |||
| Total long-term liabilities | 174,181 | 191,850 | |||
| Total liabilities | 383,983 | $ | 346,865 | ||
| SHAREHOLDERS’ EQUITY | |||||
| Preferred shares, 0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2022 and December 31, 2021 respectively | - | $ | - | ||
| Ordinary shares, 0.0001 par value, 100,000,000 shares authorized, 47,674,773 and 47,674,773 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 5 | 5 | |||
| Legal Reserves | 1,458 | 2,273 | |||
| Additional paid-in capital | 219,290 | 219,290 | |||
| Retained earnings | 234,254 | 91,045 | |||
| Accumulated other comprehensive (loss) | (106,187 | ) | (68,751 | ) | |
| Shareholders’ equity attributable to controlling interest | 348,820 | 243,862 | |||
| Shareholders’ equity attributable to non-controlling interest | 1,505 | 836 | |||
| Total shareholders’ equity | 350,325 | 244,698 | |||
| Total liabilities and shareholders’ equity | 734,308 | $ | 591,563 |
All values are in US Dollars.
TecnoglassInc. and Subsidiaries
ConsolidatedStatements of Operations and Comprehensive Income
(Inthousands, except share and per share data)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating revenues: | ||||||||||||
| External customers | $ | 210,816 | $ | 130,888 | $ | 714,735 | $ | 494,665 | ||||
| Related parties | 302 | 931 | 1,835 | 2,120 | ||||||||
| Total operating revenues | 211,118 | 131,819 | 716,570 | 496,785 | ||||||||
| Cost of sales | 100,880 | 75,223 | 367,071 | 294,201 | ||||||||
| Gross profit | 110,238 | 56,596 | 349,499 | 202,584 | ||||||||
| Operating expenses: | ||||||||||||
| Selling expense | (18,772 | ) | (13,345 | ) | (69,006 | ) | (49,768 | ) | ||||
| General and administrative expense | (14,636 | ) | (10,355 | ) | (54,078 | ) | (35,831 | ) | ||||
| Total operating expenses | (33,408 | ) | (23,700 | ) | (123,084 | ) | (85,599 | ) | ||||
| Operating income | 76,830 | 32,896 | 226,415 | 116,985 | ||||||||
| Non-operating income, net | 3,081 | 539 | 4,218 | 608 | ||||||||
| Equity method income | 1,610 | 1,007 | 6,680 | 4,177 | ||||||||
| Foreign currency transactions gains (losses) | 2,869 | (4,641 | ) | 2,013 | (4,308 | ) | ||||||
| Extinguishment of Debt | - | 104 | - | (10,699 | ) | |||||||
| Interest expense and deferred cost of financing | (2,724 | ) | (1,730 | ) | (8,156 | ) | (9,850 | ) | ||||
| Income before taxes | 81,666 | 28,175 | 231,170 | 96,913 | ||||||||
| Income tax provision | (26,542 | ) | (8,330 | ) | (74,758 | ) | (28,485 | ) | ||||
| Net income | $ | 55,124 | $ | 19,845 | $ | 156,412 | $ | 68,428 | ||||
| (Income) loss attributable to non-controlling interest | (154 | ) | (117 | ) | (669 | ) | (277 | ) | ||||
| Income attributable to parent | $ | 54,970 | $ | 19,728 | $ | 155,743 | $ | 68,151 | ||||
| Comprehensive income: | ||||||||||||
| Net income | $ | 55,124 | $ | 19,845 | $ | 156,412 | $ | 68,428 | ||||
| Foreign currency translation adjustments | (14,584 | ) | (4,238 | ) | (46,623 | ) | (25,080 | ) | ||||
| Change in fair value derivative contracts | (10 | ) | - | 9,187 | (159 | ) | ||||||
| Total comprehensive income | $ | 40,530 | $ | 15,607 | $ | 118,976 | $ | 43,189 | ||||
| Comprehensive (income) loss attributable to non-controlling interest | (154 | ) | (117 | ) | (669 | ) | (277 | ) | ||||
| Total comprehensive income attributable to parent | $ | 40,376 | $ | 15,490 | $ | 118,307 | $ | 42,912 | ||||
| Basic income (loss) per share | $ | 1.16 | $ | 0.42 | $ | 3.28 | $ | 1.44 | ||||
| Diluted income (loss) per share | $ | 1.16 | $ | 0.42 | $ | 3.28 | $ | 1.44 | ||||
| Basic weighted average common shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 | ||||||||
| Diluted weighted average common shares outstanding | 47,674,773 | 47,674,773 | 47,674,773 | 47,674,773 |
TecnoglassInc. and Subsidiaries
ConsolidatedStatements of Cash Flows
(Inthousands)
(Unaudited)
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income | $ | 156,412 | $ | 68,428 | ||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||
| Provision for bad debts | 643 | 1,599 | ||||
| Provision for obsolete inventory | 19 | 53 | ||||
| Depreciation and amortization | 19,686 | 20,923 | ||||
| Deferred income taxes | 5,484 | 4,400 | ||||
| Equity method income | (6,680 | ) | (4,177 | ) | ||
| Deferred cost of financing | 1,370 | 1,368 | ||||
| Other non-cash adjustments | (36 | ) | (91 | ) | ||
| Lost on debt extinguishment | - | 2,333 | ||||
| Unrealized currency translation losses (gains) | 15,385 | 14,175 | ||||
| Changes in operating assets and liabilities: | ||||||
| Trade accounts receivables | (54,179 | ) | (38,515 | ) | ||
| Inventories | (63,937 | ) | (16,747 | ) | ||
| Prepaid expenses | (2,405 | ) | (3,293 | ) | ||
| Other assets | (483 | ) | (14,877 | ) | ||
| Other liabilities | (1,862 | ) | (435 | ) | ||
| Trade accounts payable and accrued expenses | 7,220 | 38,001 | ||||
| Accrued interest expense | (1 | ) | (7,173 | ) | ||
| Taxes payable | 45,250 | 16,125 | ||||
| Labor liabilities | 927 | 357 | ||||
| Contract assets and liabilities | 16,174 | 28,593 | ||||
| Related parties | 2,933 | 6,206 | ||||
| CASH PROVIDED BY OPERATING ACTIVITIES | $ | 141,920 | $ | 117,253 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds from sale of investments | - | 685 | ||||
| Proceeds from sale of property and equipment | - | 130 | ||||
| Purchase of investments | (1,257 | ) | (63 | ) | ||
| Acquisition of property and equipment | (71,327 | ) | (51,513 | ) | ||
| CASH USED IN INVESTING ACTIVITIES | $ | (72,584 | ) | $ | (50,761 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Cash dividend | (12,869 | ) | (5,243 | ) | ||
| Loss on debt extinguishment - call premium | - | (8,610 | ) | |||
| Proceeds from debt | 49 | 221,350 | ||||
| Debt discount and issuance costs | - | (1,489 | ) | |||
| Repayments of debt | (31,981 | ) | (249,797 | ) | ||
| CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | $ | (44,801 | ) | $ | (43,789 | ) |
| Effect of exchange rate changes on cash and cash equivalents | $ | (5,875 | ) | $ | (5,360 | ) |
| NET (DECREASE) INCREASE IN CASH | 18,660 | 17,343 | ||||
| CASH - Beginning of period | 85,011 | 67,668 | ||||
| CASH - End of period | $ | 103,671 | $ | 85,011 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 6,421 | $ | 15,531 | ||
| Income Tax | $ | 27,191 | $ | 15,296 | ||
| NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||||
| Assets acquired under credit or debt | $ | 11,800 | $ | 1,859 |
Revenuesby Region
(Amountsin thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||
| Revenues by Region | ||||||||||||||
| United States | 206,400 | 122,405 | 68.6 | % | 688,365 | 456,328 | 50.8 | % | ||||||
| Colombia | 2,343 | 5,310 | (55.9 | )% | 16,000 | 26,375 | (39.3 | )% | ||||||
| Other Countries | 2,374 | 4,103 | (42.1 | )% | 12,204 | 14,082 | (13.3 | )% | ||||||
| Total Revenues by Region | 211,118 | 131,819 | 60.2 | % | 716,570 | 496,785 | 44.2 | % |
Reconciliationof Non-GAAP Performance Measures to GAAP Performance Measures
(Inthousands)
(Unaudited)
The Company believes that total revenues with foreign currency held neutral non-GAAP performance measures, which management uses in managing and evaluating the Company’s business, may provide users of the Company’s financial information with additional meaningful bases for comparing the Company’s current results and results in a prior period, as these measures reflect factors that are unique to one period relative to the comparable period. However, these non-GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under accounting principles generally accepted in the United States.
| Three months ended | Twelve months ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||
| Total Revenues with Foreign Currency Held Neutral | 211,678 | 131,819 | 60.6 | % | 718,760 | 496,785 | 44.7 | % | ||||||||
| Impact of changes in foreign currency | (561 | ) | - | (2,190 | ) | - | ||||||||||
| Total Revenues, As Reported | 211,118 | 131,819 | 60.2 | % | 716,570 | 496,785 | 44.2 | % |
Currency impacts on total revenues for the current quarter have been derived by translating current quarter revenues at the prevailing average foreign currency rates during the prior year quarter, as applicable.
Reconciliationof Adjusted EBITDA and Adjusted net (loss) income to net (loss) income
(Inthousands, except share and per share data)
(Unaudited)
^^
Adjusted EBITDA and adjusted net (loss) income are not measures of financial performance under generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA and adjusted net (loss) income, in addition to operating profit, net (loss) income and other GAAP measures, is useful to investors to evaluate the Company’s results because it excludes certain items that are not directly related to the Company’s core operating performance. Investors should recognize that Adjusted EBITDA and adjusted net (loss) income might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.
Reconciliations of the non-GAAP measures used in this press release are included in the tables attached to this press release, to the extent available without unreasonable effort. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures.
A reconciliation of Adjusted net (loss) income and Adjusted EBITDA to the most directly comparable GAAP measure in accordance with SEC Regulation G follows, with amounts in thousands:
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, | Dec 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | 55,124 | 19,788 | 156,412 | 68,428 | ||||||||
| Less: Income (loss) attributable to non-controlling interest | (153 | ) | (117 | ) | (669 | ) | (277 | ) | ||||
| (Loss) Income attributable to parent | 54,971 | 19,671 | 155,743 | 68,151 | ||||||||
| Foreign currency transactions losses (gains) | (2,869 | ) | 4,641 | (2,013 | ) | 4,308 | ||||||
| Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 510 | 1,671 | 2,455 | 5,933 | ||||||||
| Non Recurring professional fees | - | - | 3,402 | - | ||||||||
| Extinguishment of debt - Call Option Premium | - | - | - | 8,610 | ||||||||
| Extinguishment of debt - Deferred Costs | - | (104 | ) | - | 2,089 | |||||||
| Joint Venture VA (Saint Gobain) adjustments | (1,691 | ) | (45 | ) | 52 | 57 | ||||||
| Change in FV of Hedging Derivatives | - | - | - | (176 | ) | |||||||
| Tax impact of adjustments at statutory rate | 1,215 | (1,849 | ) | (1,169 | ) | (6,246 | ) | |||||
| Adjusted net (loss) income | 52,136 | 23,985 | 158,470 | 82,726 | ||||||||
| Basic income (loss) per share | 1.16 | 0.42 | 3.28 | 1.44 | ||||||||
| Diluted income (loss) per share | 1.16 | 0.42 | 3.28 | 1.44 | ||||||||
| Diluted Adjusted net income (loss) per share | 1.09 | 0.50 | 3.32 | 1.74 | ||||||||
| Diluted Weighted Average Common Shares Outstanding in thousands | 47,675 | 47,675 | 47,675 | 47,675 | ||||||||
| Basic weighted average common shares outstanding in thousands | 47,675 | 47,675 | 47,675 | 47,675 | ||||||||
| Diluted weighted average common shares outstanding in thousands | 47,675 | 47,675 | 47,675 | 47,675 | ||||||||
| Three months ended | Twelve months ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Dec 31, | Dec 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | 55,124 | 19,788 | 156,412 | 68,428 | ||||||||
| Less: Income (loss) attributable to non-controlling interest | (153 | ) | (117 | ) | (669 | ) | (277 | ) | ||||
| (Loss) Income attributable to parent | 54,971 | 19,671 | 155,743 | 68,151 | ||||||||
| Interest expense and deferred cost of financing | 2,724 | 1,730 | 8,156 | 9,850 | ||||||||
| Income tax (benefit) provision | 26,542 | 8,330 | 74,758 | 28,485 | ||||||||
| Depreciation & amortization | 4,597 | 5,318 | 19,686 | 20,923 | ||||||||
| Foreign currency transactions losses (gains) | (2,869 | ) | 4,641 | (2,013 | ) | 4,308 | ||||||
| Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 510 | 1,297 | 2,455 | 4,564 | ||||||||
| Non Recurring professional fees | - | - | 3,402 | - | ||||||||
| Extinguishment of debt - Call Option Premium | - | - | - | 8,610 | ||||||||
| Extinguishment of debt - Deferred Costs | - | (104 | ) | - | 2,089 | |||||||
| Joint Venture VA (Saint Gobain) EBITDA adjustments | 768 | 1,294 | 3,477 | 3,448 | ||||||||
| Change in FV of Hedging Derivatives | - | - | - | (176 | ) | |||||||
| Adjusted EBITDA | 87,243 | 42,177 | 265,664 | 150,252 |