8-K - TGLS - Equibles

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): December 1, 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. ☐

Item7.01. Regulation FD Disclosure.

On December 1, 2022, Tecnoglass Inc. (the “Company”) issued a press release announcing increases in the Company’s growth outlook for the full year ending December 31, 2022. The press release is included as Exhibit 99.1 hereto.

The information furnished under this Item 7.01, 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 December 1, 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: December 1, 2022

TECNOGLASS<br> INC.
By:	/s/ Jose M. Daes
Name:	Jose<br> M. Daes
Title:	Chief<br> Executive Officer

Exhibit 99.1

TecnoglassIncreases Growth Outlook for Full Year 2022

-Increases Full Year 2022 Growth Outlook to Total Revenues of $705 Million to $715 Million and Adjusted EBITDA^1^ of $255 Millionto $260 Million -

-Full Year 2022 Adjusted EBITDA^1^ as Percent of Total Revenues Expected to Increase Over 600 Basis Points to 36.2% at the Midpointof the Outlook Ranges -

-October and November 2022 Represented Highest Invoicing Months in Company History -

Barranquilla,Colombia – December 1, 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 increased its full year 2022 financial outlook ahead of investor meetings. The strong double-digit revenue and Adjusted EBITDA^1^growth achieved during the first nine months of the year continued into the fourth quarter with October and November closing as the highest invoicing months in the Company’s history. Based on financial performance through November 2022, the Company is increasing its full year 2022 outlook, with its expectation for revenue to be in the range of $705 million to $715 million and Adjusted EBITDA^1^ in the range of $255 million to $260 million, representing organic growth of 43% and 72% at the midpoints, respectively, compared to the full year 2021. The financial outlook accounts for the seasonal effect of the manufacturing facility’s scheduled downtime for annual maintenance in December.

Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “We continue to be very excited about the Company´s performance and our ability to leverage our structural competitive advantages to continue gaining market share. Demand for our high-performance architectural glass, window and aluminum products remains strong as ever. Our sales teams are successfully capitalizing on strengthening commercial activity and driving share gains through the expansion of our single-family residential business. We continue to expect full year gross margin to be in the mid-to-high 40% range, demonstrating strong operating leverage on our structural advantages, vertically integrated operations and high-return capex initiatives. We look forward to delivering a fifth straight year of record Adjusted EBITDA^1^, representing year-on-year organic growth of 72% at the midpoint, and exceptional cash flow. Based on our consistent execution and our solid demand pipeline, we are poised to enter 2023 in a premier position within our industry to advance our profitable growth strategy and continue to deliver solid returns.”

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 EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined by the Company as net income before income tax, net interest expense, net other noncore expenses, and depreciation and amortization expense. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA, 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 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. 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.

InvestorRelations:

Santiago Giraldo

CFO

305-503-9062

investorrelations@tecnoglass.com