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): August 4, 2022
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 August 4, 2022, Tecnoglass Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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.
Item8.01 Other Events.
On August 4, 2022, the Company also announced the timing for the payment of a quarterly cash dividend of $0.075 per share for the third quarter of 2022. The dividend will be paid on October 31, 2022 to shareholders of record as of the close of business on September 30, 2022.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press release dated August 4, 2022. |
| 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: August 4, 2022
| TECNOGLASS<br> INC. | |
|---|---|
| By: | /s/ Jose M. Daes |
| Name: | Jose<br> M. Daes |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
TecnoglassReports Record Second Quarter 2022 Results
-Record Total Revenues of $169.1 Million Up 39% Year-Over-Year, All through Organic Growth -
-Record Single-Family Residential Revenues Increased 86% Year-Over-Year, Representing 45% of Total Revenues –
-Growth Capex Investments on Track to End Year with Installed Production Capacity of Over $800 Million -
-Gross Margin of 43.5%, Up 310 Basis Points Year-Over-Year -
-Record Net Income of $33.4 Million and $0.70 Per Diluted Share -
-Record Adjusted Net Income^1^ of $33.0 Million and $0.69 Per Diluted Share -
-Adjusted EBITDA^1^ Up 51.7% Year-Over-Year to a Record $54.6 Million, or 32.3% of Total Revenues -
-Cash Flow From Operations of $35.9 Million -
-Backlog Expanded 19.5% Year-Over-Year to a Record $668 Million –
-Board Increases Quarterly Dividend by 15% -
-Increases Full Year 2022 Growth Outlook to Adjusted EBITDA^1^ of $208 Million to $220 Million on Total Revenues of $620 Millionto $640 Million -
BARRANQUILLA,Colombia – August 4, 2022 – 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 second quarter ended June 30, 2022.
José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “We are very pleased to report another quarter of record results led by continued strong demand for our single-family residential products and further sequential growth in our commercial business. The benefit of our vertically integrated business model and highly efficient manufacturing capacity are allowing us to maintain exceptional lead times for our customers, resulting in market share gains and profitable growth. The prudent investments we have made in automation, capacity enhancements and product innovation, in addition to our disciplined cost controls, are supporting our industry-leading adjusted EBITDA margin, which remains in excess of 30%. We believe the momentum in our business and established track record of exceptional cash flow further validates Tecnoglass’ unique vertically integrated business model and strategic positioning in attractive high-growth geographies across the U.S. We are excited by the trajectory of our business and look forward to delivering on our upwardly revised outlook for the full year 2022.”
Christian Daes, Chief Operating Officer of Tecnoglass, added, “Our activity in key U.S. regions remains strong for single-family and multifamily residential projects, as well as commercial projects, evidenced by record levels of invoicing during the month of July. Ongoing market share gains helped us produce revenue growth of 86% year-over-year in our single-family residential business, with projects in the historically resilient remodel and renovation end market representing approximately 65% of that business. The commercial side of our business has continued to experience sequential growth in each month this year, with the second quarter revenues up 15% compared to the prior year quarter. Furthermore, we ended the quarter with a record backlog of multifamily and commercial projects that now extend well into 2023. We intend to continue outperforming in our markets as a supplier of choice given our ability to maintain timely deliveries that help keep customers on schedule. We are reinvesting a portion of our significant cash flow into high-return capex investments that will allow us to end the year with installed production capacity equivalent to over $800 million of revenue. The Board’s 15% increase in our dividend demonstrates their confidence in our cash flow generation to remain strong. We are well positioned to drive additional success in our Company for many years to come.”
SecondQuarter 2022 Results
Total revenues for the second quarter of 2022 increased 38.9% to $169.1 million, compared to $121.8 million in the prior year quarter, driven by strong growth in single-family residential activity, market share gains and the ongoing ramp up of the Company’s commercial activity. Single-family residential revenues increased approximately 86% year-over-year, representing 44.9% of total revenues for the second quarter, helped by continued strong demand within the repair and remodeling space, the ongoing expansion of the Company’s Multimax product line, and a larger customer base. Changes in foreign currency exchange rates had an adverse impact of $0.3 million on both Colombia revenues and total revenues in the quarter.
Gross profit for the second quarter of 2022 grew 49.9% to $73.6 million, representing a 43.5% gross margin, compared to gross profit of $49.1 million, representing a 40.4% gross margin in the prior year quarter. The 310 basis point improvement in gross margin mainly reflected operating leverage on higher sales, greater operating efficiencies related to automation and a higher mix of revenue from manufacturing versus installation activity as Tecnoglass continues to increase its mix of single-family residential products. Selling, general and administrative expense (“SG&A”) was $28.1 million compared to $20.4 million in the prior year quarter, with the majority of the increase attributable to shipping expense as a result of a higher sales volume and higher shipping rates. As a percent of total revenues, SG&A improved to 16.6% compared to 16.7% in the prior year quarter, primarily due to higher sales and better operating leverage on personnel, professional fees and other fixed expenses.
Net income was $33.4 million, or $0.70 per diluted share, in the second quarter of 2022 compared to net income of $19.6 million, or $0.41 per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction gain of $2.5 million in the second quarter of 2022 and a $0.2 million gain in the second 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 $33.0 million, or $0.69 per diluted share, in the second quarter of 2022 compared to adjusted net income of $20.1 million, or $0.42 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, increased 51.7% to $54.6 million, or 32.3% of total revenues, in the second quarter of 2022, compared to $36.0 million, or 29.5% of total revenues, in the prior year quarter. The improvement was driven by higher sales, a stronger gross margin and operating leverage on SG&A. Adjusted EBITDA^1^ included a $0.9 million contribution from the Company’s joint venture with Saint-Gobain, compared to $0.5 million in the prior year quarter.
Dividend
The Board of Directors of the Company today declared a quarterly cash dividend of $0.075 per share, representing a 15% increase from the previous dividend payment. The quarterly dividend will be paid on October 31, 2022 to shareholders of record as of the close of business on September 30, 2022.
BalanceSheet & Liquidity
The Company ended the second quarter of 2022 with total liquidity of approximately $270 million, including cash and cash equivalents of $99 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 0.5 times LTM net debt to adjusted EBITDA^1^, compared to 1.1 times in the prior year quarter.
Based on the Company’s record of strong financial performance, in May 2022 the Company amended its Credit Agreement with its syndicate of banks to remove the cap on restricted payments (including stock buybacks and dividend payouts) pursuant to the Company´s leverage ratio as defined in its Credit Agreement remaining below 1.5x net debt to adjusted EBITDA^1^.
FullYear 2022 Outlook
Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “The momentum in our business continued into the third quarter with single-family residential projects representing a growing share of our revenues and the commercial business continuing to grow sequentially each month through this year. Based on our current invoicing schedule and underlying market demand, we are increasing our full year 2022 outlook for revenues to grow to a range of $620 million to $640 million and for adjusted EBITDA^1^ to increase to a range of $208 million to $220 million. This implies adjusted EBITDA growth of approximately 42% at the midpoint, putting us firmly on the path to achieve another year of record results in full year 2022.”
Webcast and Conference Call
Management will host a webcast and conference call on August 4, 2022 at 10:00 a.m. Eastern time (9:00 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 1-844-943-2944 (domestic) or 1- 973-528-0098 (international). Upon dialing in, please request to join the Tecnoglass Second 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 (800)-332-6854 (Domestic) or (973)-528-0005 (International) and entering passcode: 933766.
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 3.8 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.
^[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 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 98,620 | $ | 85,011 | ||
| Investments | 2,407 | 1,977 | |||
| Trade accounts receivable, net | 114,218 | 110,539 | |||
| Due from related parties | 1,669 | 2,252 | |||
| Inventories | 111,914 | 84,975 | |||
| Contract assets – current portion | 16,310 | 18,667 | |||
| Other current assets | 23,554 | 22,854 | |||
| Total current assets | 368,692 | $ | 326,275 | ||
| Long-term assets: | |||||
| Property, plant and equipment, net | 183,594 | $ | 166,629 | ||
| Deferred income taxes | 2,526 | 596 | |||
| Contract assets – non-current | 10,588 | 11,853 | |||
| Long-term trade accounts receivable | 4,279 | 3,995 | |||
| Intangible assets | 3,029 | 3,337 | |||
| Goodwill | 23,561 | 23,561 | |||
| Long-term investments | 55,059 | 51,160 | |||
| Other long-term assets | 4,282 | 4,157 | |||
| Total long-term assets | 286,918 | 265,288 | |||
| Total assets | 655,610 | $ | 591,563 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Short-term debt and current portion of long-term debt | 591 | $ | 10,700 | ||
| Trade accounts payable and accrued expenses | 89,406 | 68,087 | |||
| Due to related parties | 4,186 | 3,857 | |||
| Dividends payable | 3,143 | 3,141 | |||
| Contract liability – current portion | 58,974 | 45,213 | |||
| Other current liabilities | 24,379 | 24,017 | |||
| Total current liabilities | 180,679 | $ | 155,015 | ||
| Long-term liabilities: | |||||
| Deferred income taxes | 3,403 | $ | 3,417 | ||
| Contract liability – non-current | 47 | 78 | |||
| Long-term debt | 184,268 | 188,355 | |||
| Total long-term liabilities | 187,718 | 191,850 | |||
| Total liabilities | 368,397 | $ | 346,865 | ||
| SHAREHOLDERS’ EQUITY | |||||
| Preferred shares, 0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 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 June 30, 2022 and December 31, 2021, respectively | 5 | 5 | |||
| Legal Reserves | 1,458 | 2,273 | |||
| Additional paid-in capital | 219,290 | 219,290 | |||
| Retained earnings | 139,709 | 91,045 | |||
| Accumulated other comprehensive loss | (74,404 | ) | (68,751 | ) | |
| Shareholders’ equity attributable to controlling interest | 286,058 | 243,862 | |||
| Shareholders’ equity attributable to non-controlling interest | 1,155 | 836 | |||
| Total shareholders’ equity | 287,213 | 244,698 | |||
| Total liabilities and shareholders’ equity | 655,610 | $ | 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 | Six months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating revenues: | ||||||||||||
| External customers | $ | 168,657 | $ | 121,401 | $ | 302,679 | $ | 232,576 | ||||
| Related parties | 467 | 351 | 993 | 731 | ||||||||
| Total operating revenues | 169,124 | 121,752 | 303,672 | 233,307 | ||||||||
| Cost of sales | 95,492 | 72,622 | 169,707 | 138,868 | ||||||||
| Gross profit | 73,632 | 49,130 | 133,965 | 94,439 | ||||||||
| Operating expenses: | ||||||||||||
| Selling expense | (16,616 | ) | (12,030 | ) | (29,984 | ) | (23,113 | ) | ||||
| General and administrative expense | (10,851 | ) | (8,332 | ) | (21,126 | ) | (17,125 | ) | ||||
| Other professional fees | (678 | ) | - | (3,402 | ) | - | ||||||
| Total operating expenses | (28,145 | ) | (20,362 | ) | (54,512 | )) | (40,238 | ) | ||||
| Operating income | 45,487 | 28,768 | 79,453 | 54,201 | ||||||||
| Non-operating income (expenses), net | 161 | (229 | ) | 503 | (70 | ) | ||||||
| Equity method income | 1,669 | 788 | 3,249 | 1,879 | ||||||||
| Foreign currency transactions gains (loss) | 2,503 | 190 | (406 | ) | 145 | |||||||
| Gain (loss) on debt extinguishment | - | 169 | - | (10,978 | ) | |||||||
| Interest expense and deferred cost of financing | (1,715 | ) | (2,442 | ) | (3,183 | ) | (5,964 | ) | ||||
| Income before taxes | 48,105 | 27,244 | 79,616 | 39,213 | ||||||||
| Income tax (provision) | (14,692 | ) | (7,601 | ) | (25,250 | ) | (11,289 | ) | ||||
| Net income | $ | 33,413 | $ | 19,643 | $ | 54,366 | $ | 27,924 | ||||
| (Loss) Income attributable to non-controlling interest | (219 | ) | (51 | ) | (319 | ) | (140 | ) | ||||
| Income attributable to parent | $ | 33,194 | $ | 19,592 | $ | 54,047 | $ | 27,784 | ||||
| Comprehensive income: | ||||||||||||
| Net income | $ | 33,413 | $ | 19,643 | $ | 54,366 | $ | 27,924 | ||||
| Foreign currency translation adjustments | (23,621 | ) | (1,185 | ) | (9,987 | ) | (16,819 | ) | ||||
| Change in fair value derivative contracts | 1,710 | - | 4,332 | (159 | ) | |||||||
| Total comprehensive income | $ | 11,502 | $ | 18,458 | $ | 48,711 | $ | 10,946 | ||||
| Comprehensive (loss) income attributable to non-controlling interest | (219 | ) | (51 | ) | (319 | ) | (140 | ) | ||||
| Total comprehensive income attributable to parent | $ | 11,283 | $ | 18,407 | $ | 48,392 | $ | 10,806 | ||||
| Basic income per share | $ | 0.70 | $ | 0.41 | $ | 1.14 | $ | 0.59 | ||||
| Diluted income per share | $ | 0.70 | $ | 0.41 | $ | 1.14 | $ | 0.59 | ||||
| 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)
| Six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income | $ | 54,366 | $ | 27,924 | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Allowance for credit losses | 580 | 748 | ||||
| Depreciation and amortization | 10,462 | 10,515 | ||||
| Deferred income taxes | (1,016 | ) | 424 | |||
| Equity method income | (3,249 | ) | (1,879 | ) | ||
| Deferred cost of financing | 726 | 623 | ||||
| Other non-cash adjustments | 6 | (19 | ) | |||
| Loss on debt extinguishment | - | 2,333 | ||||
| Unrealized currency translation losses | 911 | 2,555 | ||||
| Changes in operating assets and liabilities: | ||||||
| Trade accounts receivable | (4,792 | ) | (6,069 | ) | ||
| Inventories | (31,343 | ) | (2,082 | ) | ||
| Prepaid expenses | (690 | ) | (2,015 | ) | ||
| Other assets | 1,652 | (6,718 | ) | |||
| Trade accounts payable and accrued expenses | 16,489 | 23,375 | ||||
| Accrued interest expense | (1 | ) | (7,171 | ) | ||
| Taxes payable | 2,260 | 3,389 | ||||
| Labor liabilities | 125 | (132 | ) | |||
| Other liabilities | (2,047 | ) | (342 | ) | ||
| Contract assets and liabilities | 17,538 | 14,677 | ||||
| Related parties | 1,020 | (23 | ) | |||
| CASH PROVIDED BY OPERATING ACTIVITIES | $ | 62,997 | $ | 60,113 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds from sale of investments | - | 166 | ||||
| Proceeds from sale of property and equipment | - | 7 | ||||
| Purchase of investments | (933 | ) | (49 | ) | ||
| Acquisition of property and equipment | (26,250 | ) | (18,325 | ) | ||
| CASH USED IN INVESTING ACTIVITIES | $ | (27,183 | ) | $ | (18,201 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Cash dividend | (6,196 | ) | (2,621 | ) | ||
| Loss on debt extinguishment - call premium | - | (8,610 | ) | |||
| Deferred financing transaction costs | - | (88 | ) | |||
| Proceeds from debt | 241 | 221,146 | ||||
| Repayments of debt | (15,367 | ) | (216,676 | ) | ||
| CASH USED IN FINANCING ACTIVITIES | $ | (21,322 | ) | $ | (6,849 | ) |
| Effect of exchange rate changes on cash and cash equivalents | $ | (883 | ) | $ | (2,334 | ) |
| NET INCREASE IN CASH | 13,609 | 32,729 | ||||
| CASH - Beginning of period | 85,011 | 67,668 | ||||
| CASH - End of period | $ | 98,620 | $ | 100,397 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 2,387 | $ | 12,286 | ||
| Income Tax | $ | 7,552 | $ | 9,471 | ||
| NON-CASH INVESTING AND FINANCING ACTIVITES: | ||||||
| Assets acquired under debt or supplier credit | $ | 5,835 | $ | 937 |
Revenuesby Region
(Amountsin thousands)
(Unaudited)
| Three<br> months ended | Twelve<br> months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June<br> 30, | June<br> 30, | |||||||||||||
| 2022 | 2021 | %<br> Change | 2022 | 2021 | % Change | |||||||||
| Revenues<br> by Region | ||||||||||||||
| United<br> States | 161,478 | 109,879 | 47.0 | % | 534,103 | 393,177 | 35.8 | % | ||||||
| Colombia | 4,816 | 8,166 | -41.0 | % | 19,385 | 31,717 | -38.9 | % | ||||||
| Other<br> Countries | 2,830 | 3,708 | -23.7 | % | 13,662 | 14,689 | -7.0 | % | ||||||
| Total<br> Revenues by Region | 169,124 | 121,752 | 38.9 | % | 567,150 | 439,583 | 29.0 | % |
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 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||
| Total Revenues with Foreign Currency Held Neutral | 169,417 | 121,752 | 39.1 | % | 568,714 | 439,583 | 29.4 | % | ||||||||
| Impact of changes in foreign currency | (293 | ) | - | (1,564 | ) | - | ||||||||||
| Total Revenues, As Reported | 169,124 | 121,752 | 38.9 | % | 567,150 | 439,583 | 29.0 | % |
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 months ended | Six months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jun 30, | Jun 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | 33,413 | 19,642 | 54,366 | 27,924 | ||||||||
| Less: Income (loss) attributable to non-controlling interest | (219 | ) | (51 | ) | (319 | ) | (140 | ) | ||||
| (Loss) Income attributable to parent | 33,194 | 19,591 | 54,047 | 27,784 | ||||||||
| Foreign currency transactions losses (gains) | (2,503 | ) | (190 | ) | 406 | (145 | ) | |||||
| Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 646 | 975 | 1,409 | 2,258 | ||||||||
| Non Recurring professional fees | 678 | - | 3,402 | - | ||||||||
| Extinguishment of debt - Call Option Premium | - | - | - | 8,610 | ||||||||
| Extinguishment of debt - Deferred Costs | - | (169 | ) | - | 2,368 | |||||||
| Joint Venture VA (Saint Gobain) adjustments | 936 | 68 | 972 | 147 | ||||||||
| Change in FV of Hedging Derivatives | - | 3 | - | (182 | ) | |||||||
| Tax impact of adjustments at statutory rate | 73 | (206 | ) | (1,857 | ) | (3,917 | ) | |||||
| Adjusted net (loss) income | 33,024 | 20,072 | 58,379 | 36,923 | ||||||||
| Basic income (loss) per share | 0.70 | 0.41 | 1.13 | 0.58 | ||||||||
| Diluted income (loss) per share | 0.70 | 0.41 | 1.13 | 0.58 | ||||||||
| Diluted Adjusted net income (loss) per share | 0.69 | 0.42 | 1.22 | 0.77 | ||||||||
| 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 | Six months ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Jun 30, | Jun 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net (loss) income | 33,413 | 19,643 | 54,366 | 27,924 | ||||||||
| Less: Income (loss) attributable to non-controlling interest | (219 | ) | (51 | ) | (319 | ) | (140 | ) | ||||
| (Loss) Income attributable to parent | 33,194 | 19,592 | 54,047 | 27,784 | ||||||||
| Interest expense and deferred cost of financing | 1,715 | 2,442 | 3,183 | 5,964 | ||||||||
| Income tax (benefit) provision | 14,692 | 7,601 | 25,250 | 11,289 | ||||||||
| Depreciation & amortization | 5,211 | 5,218 | 10,462 | 10,507 | ||||||||
| Foreign currency transactions losses (gains) | (2,503 | ) | (190 | ) | 406 | (145 | ) | |||||
| Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 646 | 975 | 1,409 | 2,003 | ||||||||
| Non Recurring professional fees | 678 | - | 3,402 | - | ||||||||
| Extinguishment of debt - Call Option Premium | - | - | - | 8,610 | ||||||||
| Extinguishment of debt - Deferred Costs | - | (169 | ) | - | 2,368 | |||||||
| Joint Venture VA (Saint Gobain) EBITDA adjustments | 936 | 503 | 1,761 | 1,341 | ||||||||
| Change in FV of Hedging Derivatives | - | 3 | - | (182 | ) | |||||||
| Adjusted EBITDA | 54,569 | 35,975 | 99,920 | 69,539 |