8-K
Tecnoglass Inc. (TGLS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
PURSUANTTO SECTION 13 OR 15(D) OF THE
SECURITIESEXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2020
TECNOGLASSINC.
(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> NASDAQ Stock Market LLC |
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 November 6, 2020, Tecnoglass Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020. 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 No. | Description |
|---|---|
| 99.1 | Press release dated November 6, 2020 |
| 2 |
| --- |
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: November 6, 2020
| TECNOGLASS<br> INC. | |
|---|---|
| By: | /s/ Jose M. Daes |
| Name: | Jose<br> M. Daes |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
TecnoglassReports Third Quarter 2020 Results
-Reports Net Income of $8.3 Million and Adjusted Net Income of $12.7 million, or $0.28 Per Diluted Share –
-Increases Adjusted EBITDA^1^ by 19% Year-Over-Year to a Record $28.5 Million at a Margin of 27.5% -
-Produces Cash Flow From Operations Approximating 71% of Adjusted EBITDA Year-to-Date -
-New $300 Million Credit Facility to Reduce Weighted Average Interest Rate by More than Half -
-Provides Full Year 2020 Outlook for Adjusted EBITDA of $95 Million to $100 Million -
ThirdQuarter 2020 Highlights
| ● | Total<br> revenues of $103.3 million, with 3.1% growth in U.S. revenues |
|---|---|
| ● | Adjusted<br> net income^1^ of $12.7 million, or $0.28 per diluted share |
| ● | Gross<br> margin improved 580 basis points year-over-year to 38.8% |
| ● | Adjusted<br> EBITDA^1^ of $28.5 million, representing 27.5% of total revenues |
| ● | Cash<br> flow from operations of $26.2 million brings year to date total to $51.0 million |
| ● | Expanded<br> backlog up slightly year-over-year to $536 million |
| ● | Declared<br> a $0.0275 per share cash dividend |
| ● | In<br> November 2020, announced a new $300 million credit facility, expanding the Company’s borrowing capacity, significantly<br> reducing its cost of capital, lowering cash interest expense by an estimated $11 million annually, and extending debt maturities<br> to 2025 |
BARRANQUILLA,Colombia – November 6, 2020 – Tecnoglass, Inc. (NASDAQ: TGLS) (“Tecnoglass” or the “Company”), a leading manufacturer of architectural glass, windows, and associated aluminum products for the global residential and commercial construction industries, today reported financial results for the third quarter ended September 30, 2020.
José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “I could not be more thrilled with the truly outstanding performance of our Company, delivering record year-to-date Adjusted EBITDA of $72.1 million and a solid 500 basis point improvement in Adjusted EBITDA margin year-over-year, all while retaining our entire workforce. The strength of our business carried into the third quarter, demonstrated by record quarterly gross profit, adjusted EBITDA^1^ and operating cash flow. Our ability to innovate, adapt and excel allowed us to increase our U.S. revenues, led by growth in single family housing, one of our strongest growth channels. Operationally, we continue to reap the benefits of our previously completed high return automation initiatives, contributing to the expansion of our industry-leading margins, improved cash generation and a quarter end net debt to LTM Adjusted EBITDA ratio below 2.0 times.”
José Manuel Daes continued, “We are extremely pleased that our consortium of mostly U.S. and European based lenders have recognized our record of success, as well as the benefits of our strategically located and vertically-integrated operations. This is reflected in our new $300 million credit facility underwritten on what we believe to be terms comparable to or better than many publicly traded U.S. companies of similar size. For Tecnoglass, 2020 has been a milestone year on many fronts thus far and we plan to continue creating additional value in our business.”
Christian Daes, Chief Operating Officer of Tecnoglass, added, “Our third quarter results reflect a continued recovery in the U.S., particularly in residential, and overall strong demand for our best-in-class architectural glass products. We recently introduced a new product for homebuilders that should help us further expand our addressable market in single family housing beyond renovation projects and outside of hurricane prone markets. Overall market share gains and successful expansion into new U.S. geographies are allowing us to produce growth in a complex environment. As we move to the end of 2020, we are excited by the momentum in our business. We believe our innovative product portfolio, strong industry relationships and structural competitive advantages position us to continue growing faster than our end markets into 2021 and beyond.”
ThirdQuarter 2020 Results
Total revenues for the third quarter of 2020 were $103.3 million compared to $108.5 million in the prior year quarter. U.S. revenues of $95.7 million, which represented 93% of total revenues, grew 3.1% compared to $92.8 million in the prior year quarter, primarily driven by strong growth in residential activity. The contribution of U.S. revenue growth to total revenues was more than offset by lower revenue from Colombia and other Latin American regions, primarily attributable to delayed activity at many customer job sites due to COVID-19 related factors. Changes in foreign currency exchange rates had an adverse impact of $0.9 million on Colombia and total revenues in the quarter.
Gross profit for the third quarter of 2020 grew 12.3% to $40.1 million, representing a 38.8% gross margin, compared to gross profit of $35.7 million, representing a 33.0% gross margin in the prior year quarter. The 580 basis point improvement in gross margin mainly reflected lower raw material costs, greater operating efficiencies from prior automation initiatives, and a higher mix of revenue from manufacturing versus installation activity. Selling, general and administrative expense (“SG&A”) was $19.9 million compared to $20.2 million in the prior year quarter, primarily attributable to lower variable expenses related to shipping, commissions, and other personnel expenses as well as tight cost controls. As a percent of total revenues, SG&A was 19.3% compared to 18.6% in the prior year quarter due to lower revenues.
Net income was $8.3 million, or $0.18 per diluted share, in the third quarter of 2020 compared to net loss of $1.3 million, or $0.03 loss per diluted share, in the prior year quarter, including an after-tax non-cash foreign exchange transaction loss of $3.1 million in the third quarter 2020 and a $12.0 million loss in the third quarter 2019. As previously disclosed, these 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 $12.7 million, or $0.28 per diluted share, in the third quarter of 2020 compared to adjusted a net income of $8.3 million, or $0.18 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, was $28.5 million, or 27.5% of total revenues in the third quarter of 2020, compared to $24.0 million, or 22.1% of revenues, in the prior year quarter. The increase was driven by stronger gross margin. Adjusted EBITDA^1^in the third quarter 2020 included $0.7 million in contribution from the Company’s joint venture with Saint-Gobain, compared to $0.9 million in the prior year quarter.
Dividend
The Company declared a quarterly cash dividend of $0.0275 per share for the third quarter of 2020, which was paid on October 30, 2020 to shareholders of record as of the close of business on September 30, 2020.
BalanceSheet & Liquidity
On November 2, 2020, Tecnoglass announced a new $300 million Senior Secured Credit Facility, consisting of a $250 million delayed draw term loan and a $50 million committed revolving credit facility, with a maturity date in 2025. The new facility has an initial interest rate spread of 3.00%, which the Company expects to decrease to a spread of 2.75% in April 2021.
The Company intends to use the net proceeds to repay all outstanding borrowings under its previous credit facilities. On a pro forma basis giving effect to the addition of the new facility and pay down of previous facilities, the Company had total liquidity of approximately $130 million, including cash of $69.5 million and availability under its revolving credit facilities of $60.5 million.
The Company’s existing $210 million unsecured senior notes, which bear interest at a rate of 8.2% and mature in 2022, are expected to be redeemed in full following a step down in redemption price at the end of January 2021. Upon redemption of the senior notes, annualized savings on cash interest expense are expected to approximate $11 million annually.
BusinessOutlook
Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “Positive trends in our business have continued into the fourth quarter, with single-family residential representing a growing share of our revenues. Based on our current invoicing schedule and underlying market demand, we are providing a full year 2020 Adjusted EBITDA outlook of $95 million to $100 million. At the midpoint, this outlook implies Adjusted EBITDA growth of approximately 6% for the full year and 18% for the fourth quarter on a year-over-year basis. We expect revenue in the fourth quarter to be comparable to the prior year quarter, with a higher mix of product revenue versus installation revenue. Furthermore, we expect stronger demand in the U.S. to offset the slower recovery in Latin American markets.”
Webcast and Conference Call
Management will host a webcast and conference call on Friday, November 6, 2020 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. Due to potential extended wait times to access the conference call via dial-in, the Company encourages use of the webcast. For those unable to access the webcast, the conference call will be accessible by dialing 1-877-705-6003 (domestic) or 1-201-493-6725 (international). Upon dialing in, please request to join the Tecnoglass Third Quarter 2020 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 (844) 512-2921 (Domestic) or (412) 317-6671 (International) and entering pass code: 13712052.
AboutTecnoglass
Tecnoglass Inc. is a leading manufacturer of architectural glass, windows, and associated aluminum products for the global commercial and residential construction industries. Tecnoglass is the #1 architectural glass transformation company in Latin America and the second largest glass fabricator serving the United States. Headquartered in Barranquilla, Colombia, the Company operates out of a 2.7 million square foot vertically-integrated, state- of-the-art manufacturing complex that provides easy access to the Americas, the Caribbean, and the Pacific. Tecnoglass supplies over 1000 customers in North, Central and South America, with the United States accounting for more than 80% of revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s most distinctive properties, including the El Dorado Airport (Bogota), 50 United Nations Plaza (New York), Trump Plaza (Panama), Icon Bay (Miami), and Salesforce Tower (San Francisco). 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.
^1^Adjusted net income (loss) and Adjusted EBITDA in both periods are reconciled in the table below.
InvestorRelations:
Santiago Giraldo
CFO
305-503-9062
investorrelations@tecnoglass.com
TecnoglassInc. and Subsidiaries
ConsolidatedBalance Sheets
(Inthousands, except share and per share data)
(Unaudited)
| December<br> 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 69,431 | $ | 47,862 | ||
| Investments | 1,684 | 2,304 | |||
| Trade accounts receivable, net | 87,794 | 110,558 | |||
| Due from related parties | 8,667 | 8,057 | |||
| Inventories | 73,763 | 82,714 | |||
| Contract assets – current portion | 28,416 | 42,014 | |||
| Other current<br> assets | 12,171 | 29,340 | |||
| Total current assets | 281,926 | $ | 322,849 | ||
| Long-term assets: | |||||
| Property, plant and equipment, net | 134,643 | $ | 154,609 | ||
| Deferred income taxes | 11,681 | 4,595 | |||
| Contract assets – non-current | 7,814 | 7,059 | |||
| Due from related parties - long term | 726 | 1,786 | |||
| Long-term trade accounts receivable | 1,101 | - | |||
| Intangible assets | 5,323 | 6,703 | |||
| Goodwill | 23,561 | 23,561 | |||
| Long-term investments | 46,385 | 45,596 | |||
| Other long-term<br> assets | 2,914 | 2,910 | |||
| Total<br> long-term assets | 234,148 | 246,819 | |||
| Total<br> assets | 516,074 | $ | 569,668 | ||
| LIABILITIES AND<br> SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Short-term debt and current portion<br> of long-term debt | 174 | $ | 16,084 | ||
| Trade accounts payable and accrued expenses | 46,605 | 61,878 | |||
| Accrued interest expense | 2,911 | 7,645 | |||
| Due to related parties | 4,056 | 4,415 | |||
| Dividends payable | 1,309 | 67 | |||
| Contract liability – current portion | 18,381 | 12,459 | |||
| Due to equity partners | 10,900 | 10,900 | |||
| Other current<br> liabilities | 14,355 | 15,563 | |||
| Total current liabilities | 98,691 | $ | 129,011 | ||
| Long-term liabilities: | |||||
| Deferred income taxes | 447 | $ | 411 | ||
| Long-term payable associated to GM&P<br> acquisition | - | 8,500 | |||
| Long-term liabilities from related parties | 639 | 622 | |||
| Contract liability – non-current | 883 | 187 | |||
| Long-term debt | 246,206 | 243,727 | |||
| Total<br> long-term liabilities | 248,175 | 253,447 | |||
| Total liabilities | 346,866 | $ | 382,458 | ||
| SHAREHOLDERS’<br> EQUITY | |||||
| Preferred shares, 0.0001 par value, 1,000,000 shares authorized,<br> 0 shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively | - | $ | - | ||
| Ordinary shares, 0.0001 par value, 100,000,000 shares authorized,<br> 46,117,631 and 46,117,631 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 5 | |||
| Legal Reserves | 2,273 | 1,367 | |||
| Additional paid-in capital | 208,390 | 208,283 | |||
| Retained earnings | 17,181 | 16,213 | |||
| Accumulated other<br> comprehensive (loss) | (59,150 | ) | (39,264 | ) | |
| Shareholders’<br> equity attributable to controlling interest | 168,699 | 186,604 | |||
| Shareholders’<br> equity attributable to non-controlling interest | 509 | 606 | |||
| Total<br> shareholders’ equity | 169,208 | 187,210 | |||
| Total<br> liabilities and shareholders’ equity | 516,074 | $ | 569,668 |
All values are in US Dollars.
TecnoglassInc. and Subsidiaries
ConsolidatedStatements of Operations and Comprehensive Income
(Inthousands, except share and per share data)
(Unaudited)
| Three<br> months ended | Nine<br> months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | September<br> 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Operating revenues: | ||||||||||||
| External customers | $ | 102,980 | $ | 106,741 | $ | 270,676 | $ | 323,808 | ||||
| Related parties | 329 | 1,729 | 1,873 | 5,713 | ||||||||
| Total operating<br> revenues | 103,309 | 108,470 | 272,549 | 329,521 | ||||||||
| Cost of sales | 63,188 | 72,729 | 170,205 | 223,051 | ||||||||
| Gross profit | 40,121 | 35,741 | 102,344 | 106,470 | ||||||||
| Operating expenses: | ||||||||||||
| Selling expense | (10,534 | ) | (11,334 | ) | (29,163 | ) | (32,115 | ) | ||||
| General and administrative<br> expense | (9,381 | ) | (8,855 | ) | (24,601 | ) | (26,303 | ) | ||||
| Total operating expenses | (19,915 | ) | (20,189 | ) | (53,764 | ) | (58,418 | ) | ||||
| Operating income | 20,206 | 15,552 | 48,580 | 48,052 | ||||||||
| Non-operating income (expenses), net | (138 | ) | 450 | (232 | ) | 1,078 | ||||||
| Equity method (loss) income | 695 | 295 | 789 | 273 | ||||||||
| Foreign currency transactions gains(losses) | (3,066 | ) | (12,006 | ) | (22,223 | ) | (9,921 | ) | ||||
| Interest expense<br> and deferred cost of financing | (6,147 | ) | (5,876 | ) | (17,236 | ) | (17,220 | ) | ||||
| Income (Loss)<br> before taxes | 11,550 | (1,585 | ) | 9,678 | 22,262 | |||||||
| Income tax provision | (3,279 | ) | 266 | (4,021 | ) | (8,590 | ) | |||||
| Net<br> income (loss) | $ | 8,271 | $ | (1,319 | ) | $ | 5,657 | $ | 13,672 | |||
| Loss (Income) attributable to non-controlling<br> interest | 52 | 144 | 97 | (30 | ) | |||||||
| Income<br> (Loss) attributable to parent | $ | 8,323 | $ | (1,175 | ) | $ | 5,754 | $ | 13,642 | |||
| Comprehensive income: | ||||||||||||
| Net income (loss) | $ | 8,271 | $ | (1,319 | ) | $ | 5,657 | $ | 13,672 | |||
| Foreign currency translation adjustments | (4,024 | ) | (8,486 | ) | (18,945 | ) | (8,768 | ) | ||||
| Change in fair value derivative contracts | 506 | (941 | ) | (941 | ) | (941 | ) | |||||
| Total<br> comprehensive income (loss) | $ | 4,753 | $ | (10,746 | ) | $ | (14,229 | ) | $ | 3,963 | ||
| Comprehensive loss (income) attributable<br> to non-controlling interest | 52 | 144 | 97 | (30 | ) | |||||||
| Total<br> comprehensive income (loss) attributable to parent | $ | 4,805 | $ | (10,602 | ) | $ | (14,132 | ) | $ | 3,933 | ||
| Basic income (loss) per share | $ | 0.18 | $ | (0.03 | ) | $ | 0.12 | $ | 0.31 | |||
| Diluted income (loss) per share | $ | 0.18 | $ | (0.03 | ) | $ | 0.12 | $ | 0.31 | |||
| Basic weighted average common shares<br> outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 | ||||||||
| Diluted weighted average common<br> shares outstanding | 46,117,631 | 46,291,032 | 46,117,631 | 44,395,504 |
TecnoglassInc. and Subsidiaries
ConsolidatedStatements of Cash Flows
(Inthousands)
(Unaudited)
| Nine<br> months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| CASH FLOWS FROM OPERATING<br> ACTIVITIES | ||||||
| Net (loss) income | $ | 5,657 | $ | 13,672 | ||
| Adjustments to reconcile net (loss)<br> income to net cash provided by (used in) operating activities: | ||||||
| Provision for bad debts | 1,035 | 1,046 | ||||
| Depreciation and amortization | 15,421 | 17,189 | ||||
| Deferred income taxes | (7,612 | ) | (5,140 | ) | ||
| Equity method (loss) income | (789 | ) | (273 | ) | ||
| Deferred cost of financing | 1,306 | 1,213 | ||||
| Other non-cash adjustments | 158 | 41 | ||||
| Unrealized currency translation losses<br> (gains) | 24,197 | 13,812 | ||||
| Changes in operating<br> assets and liabilities: | ||||||
| Trade accounts receivables | 6,353 | (29,779 | ) | |||
| Inventories | (5,127 | ) | 3,939 | |||
| Prepaid expenses | (686 | ) | (3,013 | ) | ||
| Other assets | 12,455 | (4,829 | ) | |||
| Trade accounts payable and accrued expenses | (14,612 | ) | 3,576 | |||
| Accrued interest expense | (4,678 | ) | (4,362 | ) | ||
| Taxes payable | (569 | ) | 3,645 | |||
| Labor liabilities | 5 | 626 | ||||
| Contract assets and liabilities | 18,851 | (5,099 | ) | |||
| Related parties | (341 | ) | 2,965 | |||
| CASH PROVIDED BY<br> OPERATING ACTIVITIES | $ | 51,024 | $ | 9,228 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds from sale of investments | 470 | 997 | ||||
| Joint Venture investment | - | (34,100 | ) | |||
| Purchase of investments | (189 | ) | (1,172 | ) | ||
| Acquisition of<br> property and equipment | (13,732 | ) | (19,887 | ) | ||
| CASH USED IN INVESTING<br> ACTIVITIES | $ | (13,451 | ) | $ | (54,163 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Cash dividend | (2,533 | ) | (3,714 | ) | ||
| Proceeds from equity offering | 36,478 | |||||
| Proceeds from debt | 17,747 | 69,059 | ||||
| Repayments of debt | (30,453 | ) | (47,168 | ) | ||
| CASH PROVIDED BY<br> FINANCING ACTIVITIES | $ | (15,239 | ) | $ | 54,655 | |
| Effect of exchange<br> rate changes on cash and cash equivalents | $ | (765 | ) | $ | (1,022 | ) |
| NET INCREASE IN CASH | 21,569 | 8,699 | ||||
| CASH - Beginning of period | 47,862 | 33,040 | ||||
| CASH - End of period | $ | 69,431 | $ | 41,739 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW<br> INFORMATION | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 18,650 | $ | 19,206 | ||
| Income Tax | $ | 8,318 | $ | 11,090 | ||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
| Assets acquired under credit or debt | $ | 919 | $ | 1,667 |
Revenuesby Region
(Amountsin thousands)
(Unaudited)
| Three<br> months ended | |||||||
|---|---|---|---|---|---|---|---|
| Sept 30, | |||||||
| 2020 | 2019 | %<br> Change | |||||
| Revenues by Region | |||||||
| United States | 95,680 | 92,848 | 3.0 | % | |||
| Colombia | 5,650 | 13,037 | -56.7 | % | |||
| Other Countries | 1,979 | 2,586 | -23.5 | % | |||
| Total<br> Revenues by Region | 103,309 | 108,470 | -4.8 | % |
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<br> months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sept 30, | ||||||||
| 2020 | 2019 | %<br> Change | ||||||
| Total<br> Revenues with Foreign Currency Held Neutral | 104,161 | 108,470 | -4.0 | % | ||||
| Impact<br> of changes in foreign currency | (853 | ) | - | |||||
| Total<br> Revenues, As Reported | 103,309 | 108,470 | -4.8 | % |
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:
| Three<br> months ended | Nine<br> months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sept<br> 30, | Sept<br> 30, | ||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Net (loss)<br> income | 8,271 | (1,319 | ) | 5,657 | 13,672 | ||||||
| Less: Income (loss)<br> attributable to non-controlling interest | 52 | 144 | 97 | (30 | ) | ||||||
| (Loss) Income attributable<br> to parent | 8,323 | (1,175 | ) | 5,754 | 13,642 | ||||||
| Foreign currency<br> transactions losses (gains) | 3,678 | 12,006 | 24,193 | 9,921 | |||||||
| Deferred cost of<br> financing | 1,283 | 405 | 2,231 | 1,213 | |||||||
| Non Recurring expenses<br> (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 1,073 | 963 | 2,900 | 2,388 | |||||||
| Joint Venture VA<br> (Saint Gobain) adjustments | 389 | 490 | 1,408 | 763 | |||||||
| Tax<br> impact of adjustments at statutory rate | -2,055 | (4,436 | ) | -9,809 | (4,571 | ) | |||||
| Adjusted net (loss)<br> income | 12,691 | 8,253 | 26,678 | 23,356 | |||||||
| Basic income (loss) per share | 0.18 | (0.03 | ) | 0.12 | 0.31 | ||||||
| Diluted income (loss) per share | 0.18 | (0.03 | ) | 0.12 | 0.31 | ||||||
| Diluted Adjusted<br> net income (loss) per share | 0.28 | 0.18 | 0.58 | 0.53 | |||||||
| Diluted Weighted<br> Average Common Shares Outstanding in thousands | 46,118 | 45,519 | 46,118 | 43,793 | |||||||
| Basic weighted average<br> common shares outstanding in thousands | 46,118 | 45,519 | 46,118 | 43,793 | |||||||
| Diluted weighted<br> average common shares outstanding in thousands | 46,118 | 45,519 | 16,118 | 43,793 | |||||||
| Three<br> months ended | Nine<br> months ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sept<br> 30, | Sept<br> 30, | ||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Net (loss)<br> income | 8,271 | (1,319 | ) | 5,657 | 13,672 | ||||||
| Less: Income (loss)<br> attributable to non-controlling interest | 52 | 144 | 97 | (30 | ) | ||||||
| (Loss) Income attributable<br> to parent | 8,323 | (1,175 | ) | 5,754 | 13,642 | ||||||
| Interest expense<br> and deferred cost of financing | 6,147 | 5,876 | 17,236 | 17,220 | |||||||
| Income tax (benefit)<br> provision | 3,279 | (266 | ) | 4,021 | 8,590 | ||||||
| Depreciation &<br> amortization | 5,214 | 5,631 | 15,420 | 17,189 | |||||||
| Foreign currency<br> transactions losses (gains) | 3,678 | 12,006 | 24,193 | 9,921 | |||||||
| Non Recurring expenses<br> (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 1,073 | 963 | 2,900 | 2,388 | |||||||
| Joint Venture VA<br> (Saint Gobain) EBITDA adjustments | 742 | 929 | 2,610 | 1,902 | |||||||
| Adjusted<br> EBITDA | 28,456 | 23,964 | 72,134 | 70,852 |