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): March 2, 2021
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 March 2, 2021, Tecnoglass Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 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 March 2, 2021 |
| 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: March 2, 2021
| TECNOGLASS<br> INC. | |
|---|---|
| By: | /s/ Jose M. Daes |
| Name: | Jose<br> M. Daes |
| Title: | Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
TecnoglassReports Fourth Quarter and Full Year 2020 Results
-Single-Family Residential Revenues Grew 51% Year-Over-Year in Fourth Quarter 2020 -
-Reports Net Income of $24.2 Million and Adjusted Net Income^1^ of $36.8 million, or $0.79 Per Diluted Share for FullYear 2020 -
-Achieves 560 Basis Point Increase in Gross Margin to a Full Year Record of 37.1% -
-Increases Adjusted EBITDA^1^ by 6% Year-Over-Year to a Record $97.8 Million at a Margin of 26.1% for Full Year 2020 -
-Produces Cash Flow From Operations of $71.4 million, Representing Over 70% of Adjusted EBITDA^1^ in Full Year 2020 -
-Introduces Full Year 2021 Growth Outlook for Adjusted EBITDA^1^ of $100 million to $110 million on Total Revenues of$400 million to $415 million -
FourthQuarter 2020 Highlights
| ● | Total<br> revenues increased 1.0% year-over-year to $102.4 million, with 4.8% growth in U.S. revenues |
|---|---|
| ● | Adjusted<br> net income^1^ of $10.3 million, or $0.22 per diluted share |
| ● | Gross<br> margin improved 710 basis points year-over-year to 36.1% |
| ● | Adjusted<br> EBITDA^1^ increased 19.3% year-over-year to $25.7 million, representing 25.1% of total revenues |
| ● | Cash<br> flow from operations of $20.4 million brings full year 2020 total to $71.4 million |
| ● | Expanded<br> backlog year-over-year to $545 million |
| ● | Paid<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 – March 2, 2021 – Tecnoglass, Inc. (NASDAQ: 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, 2020.
José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “2020 was a milestone year for Tecnoglass. Our exceptional results reflect the resilience and dedication of our team as we capitalized on strong residential macro tailwinds and recovering commercial end market conditions to post our second straight quarter of growth in the U.S. Additionally, we delivered on our goal to produce strong returns on our previously implemented automation and capacity investments, contributing to record full year gross profit and Adjusted EBITDA levels, both on a dollar basis and as a percentage of sales. Just as important, our success is translating into a step-change in cash generation, with our operating cash flow representing over 70% of Adjusted EBITDA in 2020. We were thrilled to exit the year with a much stronger and leaner company, underpinned by a significantly improved capital position to further extend our leadership in the architectural glass industry. We will continue to leverage Tecnoglass’ structural competitive advantages to maintain industry leading margins while capturing additional market share in the U.S. We are well situated to achieve another year of stellar financial performance and returns for our shareholders in 2021.”
Christian Daes, Chief Operating Officer of Tecnoglass, added, “Fourth quarter results were encouraging and marked a return to growth in total revenues to close out an extraordinary year. Single-family residential revenues expanded more than 50% year-over-year in the quarter, and represented nearly 20% of our revenues for the full year 2020. Overall quoting and bidding activity continued to strengthen since mid-year 2020, resulting in defensible backlog position of $545 million. Our strong performance in 2020 was augmented by winning new customers, entering new markets and maintaining our commitment to innovation through the introduction of new best-in-class products, particularly in residential. As we move into 2021, we remain focused on expanding our addressable market in single-family housing in the U.S. Accomplishments to date reflect our dedication to excellence and we are excited to drive further improvement across our business in the coming quarters.”
FourthQuarter 2020 Results
Total revenues for the fourth quarter of 2020 increased 1.0% to $102.4 million, compared to $101.4 million in the prior year quarter. U.S. revenues of $87.8 million, which represented 86% of total revenues, grew 4.8% compared to $83.8 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 partly offset by lower revenue from Colombia, 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 $0.7 million on Colombia and total revenues in the quarter.
Gross profit for the fourth quarter of 2020 grew 25.8% to $36.9 million, representing a 36.1% gross margin, compared to gross profit of $29.3 million, representing a 28.9% gross margin in the prior year quarter. The 710 basis point improvement in gross margin mainly reflected 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 $19.4 million compared to $18.6 million in the prior year quarter, primarily attributable to higher variable expenses related to shipping, as well as COVID-19 related expenses. As a percent of total revenues, SG&A was 18.9% compared to 18.3% in the prior year quarter.
Net income was $18.5 million, or $0.39 per diluted share, in the fourth quarter of 2020 compared to net income of $10.9 million, or $0.23 loss per diluted share, in the prior year quarter, including an after-tax non-cash foreign exchange transaction gain of $13.6 million in the fourth quarter 2020 and a $8.9 million gain in the fourth 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 $10.3 million, or $0.22 per diluted share, in the fourth quarter of 2020 compared to adjusted a net income of $7.5 million, or $0.16 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 19.3% to $25.7 million, or 25.1% of total revenues in the fourth quarter of 2020, compared to $21.5 million, or 21.2% of revenues, in the prior year quarter. The improvement was driven by a stronger gross margin. Adjusted EBITDA^1^ in the fourth quarter 2020 included $1.6 million in contribution from the Company’s joint venture with Saint-Gobain, compared to $1.1 million in the prior year quarter.
FullYear 2020 Results
Total revenues for the full year 2020 were $374.9 million compared to $430.9 million in the prior year with the decrease mainly related to one month less of invoicing in the second half of March and first half of April as a result of the previously communicated suspension of plant operations, as well as a slower recovery in Latam markets since the onset of the COVID-19 pandemic. Excluding the impact of unfavorable foreign currency exchange, total revenues were lower by 12.3% compared to the prior year.
Gross profit increased 2.5% year-over-year to a full year record of $139.3 million, representing a 37.1% gross margin, compared to $135.8 million, representing a 31.5% gross margin in the prior year. Operating income was $66.1 million compared to $58.8 million in the prior year. Net income was $24.2 million, or a $0.52 per diluted share, compared to net income of $24.3 million, or $0.55 per diluted share in the prior year. Adjusted net income^1^ was $36.8 million, or $0.79 per diluted share, compared to $30.8 million, or $0.69 per diluted share in the prior year. Adjusted EBITDA^1^ for the full year 2020 improved to a record $97.8 million, or 26.1% of sales, compared to $92.4 million, or 21.4% of sales, in the prior year.
Dividend
The Company declared a quarterly cash dividend of $0.0275 per share for the fourth quarter of 2020, which was paid on January 29, 2021 to shareholders of record as of the close of business on December 31, 2020.
BalanceSheet & Liquidity
The Company ended 2020 with cash and cash equivalents of $66.9 million compared to $47.9 million in the prior year. Cash provided by operating activities of $71.4 million improved by $45.8 million compared to the prior year, attributable to higher profitability as well as more efficient inventory and working capital management. During 2020 the Company incurred $19.8 million of capital expenditures, compared to $25.0 million in the prior year, with the decrease due to the Company’s $20 million investment into high-return projects to expand and automate key operations at several glass and aluminum facilities, which was largely completed in the fourth quarter of 2019.
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 will decrease to a spread of 2.50% in April 2021 based on the Company´s leverage as of the end of the year.
Subsequent to the end of 2020, the Company redeemed in full its $210 million unsecured senior notes, which bear interest at a rate of 8.2%, following the step down in redemption price at the end of January 2021. The $8.6 million call option was fully paid in January alongside with the redemption of the notes. Following the redemption of the senior notes, annualized savings on cash interest expense are expected to approximate $11 million annually. On a pro forma basis giving effect to the pay down of the unsecured senior notes, the Company had total liquidity of approximately $126.9 million, including cash of $66.9 million and availability under its revolving credit facilities of $60 million.
FullYear 2021 Outlook
Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “Our positive momentum continued into the first quarter, with single-family residential representing a growing share of our revenues. Based on our current invoicing schedule and underlying market demand, we are introducing our full year 2021 outlook for revenue to grow to a range of $400 million to $415 million. In addition, we anticipate full year Adjusted EBITDA to grow to a range of $100 million to $110 million, implying growth of approximately 7% at the midpoint, driven by higher revenues, partly offset by higher unit costs for raw materials and a more normalized revenue mix. We expect the stronger demand in the U.S. to continue to offset the slower recovery in Latin American markets. Furthermore, we anticipate our track record of strong cash flow generation to continue in the full year 2021.”
^1^Adjusted net income (loss) and Adjusted EBITDA in both periods are reconciled in the table below.
Webcast and Conference Call
Management will host a webcast and conference call on Tuesday, March 2, 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 Fourth 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: 13715780.
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 2.7 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 the El Dorado Airport (Bogota), United Nations Plaza (New York), 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.
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, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 66,899 | $ | 47,862 | ||
| Investments | 2,387 | 2,304 | |||
| Trade accounts receivable, net | 88,368 | 110,558 | |||
| Due from related parties | 8,574 | 8,057 | |||
| Inventories | 80,742 | 82,714 | |||
| Contract assets – current portion | 26,288 | 42,014 | |||
| Other current assets | 13,545 | 29,340 | |||
| Total current assets | 286,803 | $ | 322,849 | ||
| Long-term assets: | |||||
| Property, plant and equipment, net | 152,266 | $ | 154,609 | ||
| Deferred income taxes | 268 | 4,595 | |||
| Contract assets – non-current | 10,228 | 7,059 | |||
| Due from related parties - long term | 484 | 1,786 | |||
| Long-term trade accounts receivable | 2,985 | - | |||
| Intangible assets | 5,112 | 6,703 | |||
| Goodwill | 23,561 | 23,561 | |||
| Long-term investments | 47,535 | 45,596 | |||
| Other long-term assets | 2,783 | 2,910 | |||
| Total long-term assets | 245,222 | 246,819 | |||
| Total assets | 532,025 | $ | 569,668 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Short-term debt and current portion of long-term debt | 1,764 | $ | 16,084 | ||
| Trade accounts payable and accrued expenses | 42,178 | 61,878 | |||
| Accrued interest expense | 7,175 | 7,645 | |||
| Due to related parties | 4,750 | 4,415 | |||
| Dividends payable | 1,352 | 67 | |||
| Contract liability – current portion | 24,694 | 12,459 | |||
| Due to equity partners | - | 10,900 | |||
| Other current liabilities | 9,630 | 15,563 | |||
| Total current liabilities | 91,543 | $ | 129,011 | ||
| Long-term liabilities: | |||||
| Deferred income taxes | 3,170 | $ | 411 | ||
| Long-term payable associated to GM&P acquisition | - | 8,500 | |||
| Long-term liabilities from related parties | 645 | 622 | |||
| Contract liability – non-current | 977 | 187 | |||
| Long-term debt | 222,722 | 243,727 | |||
| Total long-term liabilities | 227,514 | 253,447 | |||
| Total liabilities | 319,057 | $ | 382,458 | ||
| SHAREHOLDERS’ EQUITY | |||||
| Preferred shares, 0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2020 and December 31, 2019 respectively | - | $ | - | ||
| Ordinary shares, 0.0001 par value, 100,000,000 shares authorized, 47,674,773 and 46,117,631 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 5 | 5 | |||
| Legal Reserves | 2,273 | 1,367 | |||
| Additional paid-in capital | 219,290 | 208,283 | |||
| Retained earnings | 34,326 | 16,213 | |||
| Accumulated other comprehensive (loss) | (43,512 | ) | (39,264 | ) | |
| Shareholders’ equity attributable to controlling interest | 212,382 | 186,604 | |||
| Shareholders’ equity attributable to non-controlling interest | 586 | 606 | |||
| Total shareholders’ equity | 212,968 | 187,210 | |||
| Total liabilities and shareholders’ equity | 532,025 | $ | 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 months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Operating revenues: | ||||||||||||
| External customers | $ | 101,732 | $ | 98,310 | $ | 372,408 | $ | 422,118 | ||||
| Related parties | 642 | 3,081 | 2,515 | 8,794 | ||||||||
| Total operating revenues | 102,374 | 101,391 | 374,923 | 430,912 | ||||||||
| Cost of sales | 65,464 | 72,052 | 235,669 | 295,103 | ||||||||
| Gross profit | 36,910 | 29,339 | 139,254 | 135,809 | ||||||||
| Operating expenses: | ||||||||||||
| Selling expense | (9,799 | ) | (9,810 | ) | (38,962 | ) | (41,925 | ) | ||||
| General and administrative expense | (9,571 | ) | (8,766 | ) | (34,172 | ) | (35,069 | ) | ||||
| Total operating expenses | (19,370 | ) | (18,576 | ) | (73,134 | ) | (76,994 | ) | ||||
| Operating income | 17,540 | 10,763 | 66,120 | 58,815 | ||||||||
| Non-operating (expenses) income, net | 220 | 487 | (12 | ) | 1,565 | |||||||
| Equity method income | 598 | 323 | 1,387 | 596 | ||||||||
| Foreign currency transactions (losses) gains | 13,585 | 8,948 | (8,638 | ) | (973 | ) | ||||||
| Interest expense and deferred cost of financing | (4,435 | ) | (5,586 | ) | (21,671 | ) | (22,806 | ) | ||||
| Income before taxes | 27,508 | 14,935 | 37,186 | 37,197 | ||||||||
| Income tax benefit (provision) | (8,980 | ) | (4,338 | ) | (13,001 | ) | (12,928 | ) | ||||
| Net (loss) income | $ | 18,528 | $ | 10,597 | $ | 24,185 | $ | 24,269 | ||||
| (Income) Loss attributable to non-controlling interest | (72 | ) | 296 | 25 | 266 | |||||||
| (Loss) Income attributable to parent | $ | 18,456 | $ | 10,893 | $ | 24,210 | $ | 24,535 | ||||
| Comprehensive income: | ||||||||||||
| Net income | $ | 18,528 | $ | 10,597 | $ | 24,185 | $ | 24,269 | ||||
| Foreign currency translation adjustments | 14,538 | 6,053 | (4,407 | ) | (2,715 | ) | ||||||
| Change in fair value derivative contracts | 1,100 | 1,450 | 159 | 509 | ||||||||
| Total comprehensive (loss) income | $ | 34,166 | $ | 18,100 | $ | 19,937 | $ | 22,063 | ||||
| Comprehensive (income) loss attributable to non-controlling interest | (72 | ) | 296 | 25 | 266 | |||||||
| Total comprehensive (loss) income attributable to parent | $ | 34,094 | $ | 18,396 | $ | 19,962 | $ | 22,329 | ||||
| Basic (loss) income per share | $ | 0,40 | $ | 0,23 | $ | 0,52 | $ | 0,55 | ||||
| Diluted (loss) income per share | $ | 0,40 | $ | 0,23 | $ | 0,52 | $ | 0,55 | ||||
| Basic weighted average common shares outstanding | 46,117,631 | 46,291,032 | 46,398,428 | 44,464,097 | ||||||||
| Diluted weighted average common shares outstanding | 46,398,428 | 46,291,032 | 46,398,428 | 44,464,097 |
TecnoglassInc. and Subsidiaries
ConsolidatedStatements of Cash Flows
(Inthousands)
(Unaudited)
| Year<br> ended December 30, | ||||||
|---|---|---|---|---|---|---|
| **** | 2020 | **** | 2019 | **** | ||
| CASH<br> FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net<br> (loss) income | $ | 24,185 | $ | 24,269 | ||
| Adjustments<br> to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||
| Provision<br> for bad debts | 1,097 | 1,389 | ||||
| Depreciation<br> and amortization | 20,590 | 22,735 | ||||
| Deferred<br> income taxes | 6,581 | (2,698 | ) | |||
| Equity<br> method income | (1,387 | ) | (596 | ) | ||
| Deferred<br> cost of financing | 972 | 1,624 | ||||
| Other<br> non-cash adjustments | 20 | 82 | ||||
| Unrealized<br> currency translation losses (gains) | 7,930 | 6,509 | ||||
| Changes<br> in operating assets and liabilities: | ||||||
| Trade<br> accounts receivables | 4,557 | (27,712 | ) | |||
| Inventories | (2,121 | ) | 8,419 | |||
| Prepaid<br> expenses | (1,426 | ) | (3,328 | ) | ||
| Other<br> assets | 13,948 | (7,773 | ) | |||
| Trade<br> accounts payable and accrued expenses | (20,943 | ) | (1,609 | ) | ||
| Accrued<br> interest expense | (417 | ) | 83 | |||
| Taxes<br> payable | (6,622 | ) | 5,075 | |||
| Labor<br> liabilities | 192 | (19 | ) | |||
| Contract<br> assets and liabilities | 23,649 | (1,545 | ) | |||
| Related<br> parties | 629 | 759 | ||||
| CASH<br> PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | 71,434 | $ | 25,664 | ||
| CASH<br> FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds<br> from sale of investments | 471 | 1,600 | ||||
| Proceeds<br> from sale of property and equipment | 6 | - | ||||
| Joint<br> Venture investment | - | (34,100 | ) | |||
| Purchase<br> of investments | (218 | ) | (1,684 | ) | ||
| Acquisition<br> of property and equipment | (18,323 | ) | (24,952 | ) | ||
| CASH USED IN INVESTING ACTIVITIES | $ | (18,064 | ) | $ | (59,136 | ) |
| CASH<br> FLOWS FROM FINANCING ACTIVITIES | - | |||||
| Cash<br> dividend | (3,801 | ) | (5,227 | ) | ||
| Proceeds<br> from equity offering | - | 36,478 | ||||
| Proceeds<br> from debt | 41,343 | 46,584 | ||||
| Deferred<br> financing transaction costs | (6,384 | ) | - | |||
| Repayments<br> of debt | (64,694 | ) | (29,507 | ) | ||
| CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | $ | (33,536 | ) | $ | 48,328 | **** |
| Effect<br> of exchange rate changes on cash and cash equivalents | $ | (797 | ) | $ | (34 | ) |
| NET<br> (DECREASE) INCREASE IN CASH | 19,037 | 14,822 | ||||
| CASH<br> - Beginning of period | 47,862 | 33,040 | ||||
| CASH<br> - End of period | $ | 66,899 | $ | 47,862 | ||
| SUPPLEMENTAL<br> DISCLOSURES OF CASH FLOW INFORMATION | ||||||
| Cash<br> paid during the period for: | ||||||
| Interest | $ | 19,168 | $ | 19,696 | ||
| Income<br> Tax | $ | 10,683 | $ | 12,296 | ||
| NON-CASH<br> INVESTING AND FINANCING ACTIVITES: | ||||||
| Assets<br> acquired under credit or debt | $ | 2,242 | $ | 1,222 |
Revenuesby Region
(Amountsin thousands)
(Unaudited)
| Three<br> months ended | Twelve<br> months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec<br> 31, | Dec<br> 31, | |||||||||||||
| **** | 2020 | 2019 | % Change | **** | 2020 | 2019 | % Change | **** | ||||||
| Revenues<br> by Region | ||||||||||||||
| United<br> States | 87,841 | 83,847 | 4.8 | % | 341,467 | 368,055 | -7.2 | % | ||||||
| Colombia | 9,359 | 14,109 | -33.7 | % | 23,302 | 52,299 | -55.4 | % | ||||||
| Other<br> Countries | 5,172 | 3,436 | 50.5 | % | 10,155 | 10,559 | -3.8 | % | ||||||
| Total<br> Revenues by Region | 102,372 | 101,391 | 1.0 | % | 374,923 | 430,912 | -13.0 | % |
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 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, | Dec 31, | |||||||||||||||
| **** | 2020 | **** | 2019 | % Change | **** | 2020 | **** | 2019 | % Change | **** | ||||||
| Total Revenues with Foreign Currency Held Neutral | 103,079 | 101,391 | 1.7 | % | 377,851 | 430,912 | -12.3 | % | ||||||||
| Impact of changes in foreign currency | (707 | ) | - | (2,928 | ) | - | ||||||||||
| Total Revenues, As Reported | 102,372 | 101,391 | 1.0 | % | 374,923 | 430,912 | -13.0 | % |
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 | **** | Twelve months ended | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Dec 31, | **** | Dec 31, | **** | ||||||||
| **** | 2020 | **** | 2019 | **** | 2020 | **** | 2019 | **** | ||||
| Net (loss) income | **** | 18,528 | **** | **** | 10,597 | **** | **** | 24,185 | **** | **** | 24,269 | **** |
| Less:<br> Income (loss) attributable to non-controlling interest | (72 | ) | 296 | 25 | 266 | |||||||
| (Loss) Income attributable to parent | **** | 18,456 | **** | **** | 10,893 | **** | **** | 24,210 | **** | **** | 24,535 | **** |
| Foreign<br> currency transactions losses (gains) | (13,562 | ) | (8,948 | ) | 10,631 | 973 | ||||||
| Deferred<br> cost of financing | (333 | ) | 411 | 1,898 | 1,624 | |||||||
| Non<br> Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 1,215 | 2,962 | 4,115 | 5,350 | ||||||||
| Joint<br> Venture VA (Saint Gobain) adjustments | 615 | 574 | 1,943 | 1,337 | ||||||||
| Tax<br> impact of adjustments at statutory rate | 3,861 | 1,600 | (5,948 | ) | (2,971 | ) | ||||||
| Adjusted net (loss) income | **** | 10,252 | **** | **** | 7,492 | **** | **** | 36,849 | **** | **** | 30,848 | **** |
| Basic<br> income (loss) per share | 0,39 | 0,23 | 0,52 | 0,55 | ||||||||
| Diluted<br> income (loss) per share | 0,39 | 0,23 | 0,52 | 0,55 | ||||||||
| Diluted<br> Adjusted net income (loss) per share | 0,22 | 0,16 | 0,79 | 0,69 | ||||||||
| Diluted Weighted Average Common Shares Outstanding in thousands | **** | 47,235 | **** | **** | 46,118 | **** | **** | 46,398 | **** | **** | 44,464 | **** |
| Basic<br> weighted average common shares outstanding in thousands | 47,235 | 46,118 | 46,398 | 44,464 | ||||||||
| Diluted<br> weighted average common shares outstanding in thousands | 47,235 | 46,118 | 46,398 | 44,464 | ||||||||
| **** | Three months ended | **** | Twelve months ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| **** | Dec 31, | **** | Dec 31, | |||||||||
| **** | 2020 | **** | 2019 | **** | 2020 | 2019 | ||||||
| Net (loss) income | **** | 18,528 | **** | **** | 10,597 | **** | **** | 24,185 | **** | 24,269 | ||
| Less:<br> Income (loss) attributable to non-controlling interest | (72 | ) | 296 | 25 | 266 | |||||||
| (Loss) Income attributable to parent | **** | 18,456 | **** | **** | 10,893 | **** | **** | 24,210 | **** | 24,535 | ||
| Interest<br> expense and deferred cost of financing | 4,435 | 5,586 | 21,671 | 22,806 | ||||||||
| Income<br> tax (benefit) provision | 8,980 | 4,338 | 13,001 | 12,928 | ||||||||
| Depreciation<br> & amortization | 5,170 | 5,546 | 20,590 | 22,735 | ||||||||
| Foreign<br> currency transactions losses (gains) | (13,562 | ) | (8,948 | ) | 10,631 | 973 | ||||||
| Non<br> Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other) | 1,215 | 2,962 | 4,115 | 5,350 | ||||||||
| Director<br> Stock compensation and provision for obsolete inventory | - | - | - | - | ||||||||
| Gain<br> on change in fair value of earnout shares liabilities | - | - | - | - | ||||||||
| Gain<br> on change in fair value of warrant liability | - | - | - | - | ||||||||
| Joint<br> Venture VA (Saint Gobain) EBITDA adjustments | 966 | 1,146 | 3,576 | 3,048 | ||||||||
| Change<br> in FV of Hedging Derivatives | - | - | ||||||||||
| Adjusted EBITDA | **** | 25,660 | **** | **** | 21,523 | **** | **** | 97,794 | **** | 92,375 |