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, 2021.

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “We are thrilled to report another quarter and year of record results for Tecnoglass. Strong fourth quarter performance reflects the combined benefit of our focused execution, prior investments in automation and capacity enhancements, and our ability to capitalize on strong residential demand. We continue to produce outstanding results in our shorter cash cycle single-family residential business, which in addition to our prudent working capital management, helped us generate our 8th straight quarter of exceptional cash flow. As we move into 2022, our strong capital position and structural advantages leave us well situated to further extend our leadership in the architectural glass industry and drive improved returns for our all our stakeholders for this year and beyond.”

Christian Daes, Chief Operating Officer of Tecnoglass, added, “We are extremely pleased with our 2021 accomplishments and the momentum in our business that has continued into 2022. Our success reflects rapid advances in our single-family residential revenues, which expanded 151% year-over-year and represented more than a third of our full year revenues. As we continue to win new customers in the single-family residential market, we are also poised for success in our high rise and commercial work, with Tecnoglass already contracted to supply architectural glass to 20 of the 22 tallest towers under construction in South Florida, and other geographies also showing positive trends. Looking ahead, we remain dedicated to leveraging our vertically integrated structure and innovative product development to create additional shareholder value.”

Fourth Quarter 2021 Results

Total revenues for the fourth quarter of 2021 increased 28.0% to $131.8 million, compared to $103.0 million in the prior year quarter, driven by strong growth in single family residential activity and market share gains. Single-family residential revenues increased approximately 142% year-over-year, representing 40.5% of total revenues for the fourth quarter, helped by the introduction of new products, an expanding customer base and robust housing demand. Changes in foreign currency exchange rates had a negligible impact on total revenues in the quarter.

Gross profit for the fourth quarter of 2021 grew 53.6% to $56.5 million, representing a 42.9% gross margin, compared to gross profit of $36.8 million, representing a 35.8% gross margin in the prior year quarter. The 710 basis point improvement in gross margin mainly reflected operating leverage on higher sales, greater operating efficiencies and a higher mix of revenue from manufacturing versus installation activity as Tecnoglass increased its mix of single family residential products. Selling, general and administrative expense (“SG&A”) was $23.7 million compared to $19.6 million in the prior year quarter, primarily attributable to higher variable expenses related to ground and marine transportation as well as commission expenses. As a percent of total revenues, SG&A improved to 18.0% compared to 19.0% 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 $19.8 million, or $0.41 per diluted share, in the fourth quarter of 2021 compared to net income of $18.3 million, or $0.39 per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction loss of $4.6 million in the fourth quarter of 2021 and a $13.6 million gain in the fourth quarter of 2020. 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 income1 was $24.0 million, or $0.50 per diluted share, in the fourth quarter of 2021 compared to adjusted net income of $10.0 million, or $0.21 per diluted share, in the prior year quarter. Adjusted net income1, 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 EBITDA1, as reconciled in the table below, increased 65.7% to $42.2 million, or 32.0% of total revenues, in the fourth quarter of 2021, compared to $25.5 million, or 24.7% 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 EBITDA1 in the fourth quarter of 2021 included a $2.3 million contribution from the Company’s joint venture with Saint-Gobain, compared to $1.6 million in the prior year quarter.

Full Year 2021 Results

Total revenues for the full year 2021 increased 31.9% to a record $496.8 million compared to $376.6 million in the prior year. Changes in foreign currency exchange rates had a negligible impact on total revenues in the year.

Gross profit increased 45.3% year-over-year to a full year record of $202.6 million, representing a 40.8% gross margin, compared to $139.4 million, representing a 37.0% gross margin, in the prior year. Operating income was $117.0 million compared to $65.7 million in the prior year. Net income was $68.4 million, or a $1.43 per diluted share, compared to net income of $23.8 million, or $0.51 per diluted share, in the prior year. Adjusted net income1 was $82.7 million, or $1.74 per diluted share, compared to $36.5 million, or $0.79 per diluted share, in the prior year. Adjusted EBITDA1 for the full year 2021 improved to a record $150.3 million, or 30.2% of sales, compared to $97.5 million, or 25.9% of sales, in the prior year.

Capital Resources

On November 15, 2021, Tecnoglass announced the amendment of its Senior Secured Credit Facility which increased the Company’s borrowing capacity under its committed line of credit from $50 million to $150 million, reduced its borrowing costs by approximately 130 basis points, and extended the initial maturity date by one year to the end of 2026. Borrowings under the credit facility bear interest at a rate of LIBOR with no floor plus a spread of 1.75%.

For the full year 2021, cash provided by operating activities of $117.3 million improved by $45.5 million compared to the prior year, attributable to higher profitability, more efficient inventory and working capital management, and interest expense savings. The Company used a portion of its cash flow to voluntarily prepay $30 million under its Syndicated Term Loan facility during the year. The Company ended 2021 with total liquidity of approximately $250 million, including cash and cash equivalents of $85.0 million and availability under its committed revolving credit facilities of $163 million. Given the Company’s continued growth in adjusted EBITDA1 and strong cash generation, debt leverage continues to trend lower and now stands at 0.8 times LTM net debt to adjusted EBITDA1, compared to 1.6 times in the prior year.

Dividend

In December 2021, the Company declared a 136% increase in the quarterly cash dividend to $0.065 per share for the fourth quarter of 2021, which was paid on January 31, 2022 to shareholders of record as of the close of business on December 31, 2021.

Full Year 2022 Outlook

Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “We are pleased to introduce our full year 2022 outlook for revenues to grow to a range of $575 million to $600 million and for adjusted EBITDA1 to increase to a range of $170 million to $190 million. This implies adjusted EBITDA growth of approximately 20% at the midpoint. We believe our structural advantages, partial insulation from some inflationary pressures and faster lead times will continue to drive our record of strong cash flow generation in the full year 2022.”

Special Committee Update

As previously announced on December 17 , 2021 a Special Committee of the Board of Directors engaged Covington & Burling LLP who in turn engaged a leading Big 4 accounting firm to make an assessment on the allegations made against the Company and its Directors on December 9, 2021. Although the review is still being finalized, as of today, the assessment from these firms, which included a forensic evaluation and e-discovery process, has indicated no evidence of fraud associated with related party transactions or accounting irregularities.

Webcast and Conference Call

Management will host a webcast and conference call on March 3, 2022 at 10:00 a.m. Eastern time (10:00 a.m. Bogota, Colombia time) to review the Company’s results. The conference call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the call and view the slides, please visit the Investor Relations section of Tecnoglass' website at www.tecnoglass.com. Please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those unable to access the webcast, the conference call will be accessible by dialing 1-877-705-6003 (domestic) or 1-201-493-6725 (international). Upon dialing in, please request to join the Tecnoglass Fourth Quarter 2021 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 passcode: 13727371.

About Tecnoglass

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 3.5 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.

Forward Looking 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.

Investor Relations:                

Santiago GiraldoCFO305-503-9062investorrelations@tecnoglass.com

Tecnoglass Inc. and SubsidiariesConsolidated Balance Sheets (In thousands, except share and per share data)(Unaudited)

    December 31,     December 31,
    2021       2020  
ASSETS              
Current assets:              
Cash and cash equivalents   $ 85,011       $ 67,668  
Investments     1,977         2,387  
Trade accounts receivable, net     110,539         89,376  
Due from related parties     2,252         2,291  
Inventories     84,975         81,249  
Contract assets – current portion     18,667         28,405  
Other current assets     22,854         13,785  
Total current assets   $ 326,275       $ 285,161  
Long-term assets:              
Property, plant and equipment, net   $ 166,629       $ 152,474  
Deferred income taxes     596         268  
Contract assets – non-current     11,853         10,228  
Long-term trade accounts receivable     3,995         2,985  
Intangible assets     3,337         5,112  
Goodwill     23,561         23,561  
Long-term investments     51,160         47,535  
Other long-term assets     4,157         2,788  
Total long-term assets     265,288         244,951  
Total assets   $ 591,563       $ 530,112  
LIABILITIES AND SHAREHOLDERS’ EQUITY              
Current liabilities:              
Short-term debt and current portion of long-term debt   $ 10,700       $ 1,764  
Trade accounts payable and accrued expenses     68,084         42,326  
Accrued interest expense     3         7,175  
Due to related parties     3,857         4,238  
Dividends payable     3,141         1,352  
Contract liability – current portion     45,213         27,242  
Other current liabilities     24,017         9,959  
Total current liabilities   $ 155,015       $ 94,056  
Long-term liabilities:              
Deferred income taxes   $ 3,417       $ 3,170  
Long-term liabilities from related parties     -         645  
Contract liability – non-current     78         977  
Long-term debt     188,355         222,722  
Total long-term liabilities     191,850         227,514  
Total liabilities   $ 346,865       $ 321,570  
SHAREHOLDERS’ EQUITY              
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2021 and December 31, 2020 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, 2021 and December 31, 2020, respectively     5         5  
Legal Reserves     2,273         2,273  
Additional paid-in capital     219,290         219,290  
Retained earnings     91,045         29,926  
Accumulated other comprehensive (loss)     (68,751 )       (43,512 )
Shareholders’ equity attributable to controlling interest     243,862         207,982  
Shareholders’ equity attributable to non-controlling interest     836         560  
Total shareholders’ equity     244,698         208,542  
Total liabilities and shareholders’ equity   $ 591,563       $ 530,112  

Tecnoglass Inc. and SubsidiariesConsolidated Statements of Operations and Comprehensive Income (In thousands, except share and per share data)(Unaudited)

  Three months ended   Twelve months ended  
  December 31,   December 31,  
  2021     2020     2021     2020    
Operating revenues $ 131,819     $ 102,970     $ 496,785     $ 376,607    
Cost of sales   75,280       66,154       294,201       237,166    
Gross profit   56,539       36,816       202,584       139,441    
Operating expenses:                        
Selling expense   (13,345 )     (9,833 )     (49,768 )     (39,065 )  
General and administrative expense   (10,355 )     (9,757 )     (35,831 )     (34,669 )  
Total operating expenses   (23,700 )     (19,590 )     (85,599 )     (73,734 )  
Operating income   32,839       17,226       116,985       65,707    
Non-operating income, net   539       283       608       84    
Equity method income   1,007       598       4,177       1,387    
Foreign currency transactions losses   (4,641 )     13,585       (4,308 )     (8,638 )  
Loss on debt extinguishment   (1,730 )     (4,435 )     (9,850 )     (21,671 )  
Interest expense and deferred cost of financing   104             (10,699 )        
Income before taxes   28,118       27,257       96,913       36,869    
Income tax   (8,330 )     (8,990 )     (28,485 )     (13,033 )  
Net income $ 19,788       18,267     $ 68,428     $ 23,836    
Loss attributable to non-controlling interest   (117 )     (62 )     (277 )     39    
Income attributable to parent $ 19,671       18,205     $ 68,151     $ 23,875    
Comprehensive income:                        
Net income $ 19,788       18,267     $ 68,428     $ 23,836    
Foreign currency translation adjustments   (4,239 )     15,049       (25,082 )     (3,896 )  
Change in fair value derivative contracts   -       591       (159 )     (350 )  
Total comprehensive income $ 15,549       33,907     $ 43,187     $ 19,590    
Comprehensive loss attributable to non-controlling interest   (117 )     (62 )     (277 )     39    
Total comprehensive income attributable to parent $ 15,432       33,845     $ 42,910     $ 19,629    
Basic income per share $ 0.41       0.39     $ 1.43     $ 0.51    
Diluted income per share $ 0.41       0.39     $ 1.43     $ 0.51    
Basic weighted average common shares outstanding   47,674,773       47,234,711       47,674,773       46,398,428    
Diluted weighted average common shares outstanding   47,674,773       47,234,711       47,674,773       46,398,428    

Tecnoglass Inc. and SubsidiariesConsolidated Statements of Cash Flows (In thousands)(Unaudited)

    Year ended December 30,  
    2021       2020    
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income   $ 68,428       $ 23,836    
Adjustments to reconcile net income to net cash provided by operating activities:                
Provision for bad debts     1,599         1,196    
Provision for obsolete inventory     53         143    
Depreciation and amortization     20,923         20,623    
Deferred income taxes     4,400         6,581    
Equity method income     (4,177 )       (1,387 )  
Deferred cost of financing     1,368         972    
Other non-cash adjustments     (91 )       (123 )  
Loss on debt extinguishment     2,333         -    
Unrealized currency translation losses     14,175         7,930    
Changes in operating assets and liabilities:                
Trade accounts receivables     (38,515 )       5,827    
Inventories     (16,747 )       (1,675 )  
Prepaid expenses     (3,293 )       (1,397 )  
Other assets     (15,312 )       13,377    
Trade accounts payable and accrued expenses     38,001         (20,768 )  
Accrued interest expense     (7,173 )       (417 )  
Taxes payable     16,125         (6,566 )  
Labor liabilities     357         115    
Contract assets and liabilities     28,593         22,815    
Related parties     6,206         629    
CASH PROVIDED BY OPERATING ACTIVITIES   $ 117,253       $ 71,711    
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of investments     685         471    
Proceeds from sale of property and equipment     130         6    
Purchase of investments     (63 )       (265 )  
Acquisition of property and equipment     (51,513 )       (18,323 )  
CASH USED IN INVESTING ACTIVITIES   $ (50,761 )     $ (18,111 )  
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Cash dividend     (5,243 )       (3,801 )  
Debt extinguishment – Call premium     (8,610 )       -    
Proceeds from debt     221,350         41,343    
Debt modification costs     (1,489 )       (6,384 )  
Repayments of debt     (249,797 )       (64,694 )  
CASH USED IN FINANCING ACTIVITIES   $ (43,789 )     $ (33,536 )  
                 
Effect of exchange rate changes on cash and cash equivalents   $ (5,360 )     $ (795 )  
NET INCREASE IN CASH     17,343         19,269    
                 
CASH - Beginning of period     67,668         48,399    
CASH - End of period   $ 85,011       $ 67,668    
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
Cash paid during the period for:                
Interest   $ 15,531       $ 19,168    
Income Tax   $ 15,296       $ 10,863    
NON-CASH INVESTING AND FINANCING ACTIVITES:                
Assets acquired under credit or debt   $ 1,859       $ 2,242    

Revenues by Region(Amounts in thousands)(Unaudited)

  Three months ended   Twelve months ended
  December 31,   December 31,
2021   2020   % Change   2021   2020   % Change
Revenues by Region                      
United States 122,405   86,814   41.0 %   456,328   340,437   34.0 %
Colombia 5,310   10,236   (48.1 %)   26,375   24,178   9.1 %
Other Countries 4,102   5,920   (30.7 %)   14,082   11,991   17.4 %
Total Revenues by Region 131,819   102,970   28.0 %   496,785   376,606   31.9 %

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures(In thousands)(Unaudited)

The Company believes that total revenues with foreign currency held neutral non-GAAP performance measures, which management uses in managing and evaluating the Company's business, may provide users of the Company's financial information with additional meaningful bases for comparing the Company's current results and results in a prior period, as these measures reflect factors that are unique to one period relative to the comparable period. However, these non‑GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company's reported results under accounting principles generally accepted in the United States.

  Three months ended   Twelve months ended
  December 31,   December 31,
2021     2020   % Change   2021     2020   % Change
                       
Total Revenues with Foreign Currency Held Neutral 132,135     102,970   28.3 %   497,141     376,606   32.0 %
Impact of changes in foreign currency (316 )   -       (355 )   -    
Total Revenues, As Reported 131,819     102,970   28.0 %   496,785     376,606   31.9 %

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.

Reconciliation of Adjusted EBITDA and Adjusted net (loss) income to net (loss) income(In thousands, 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
      December 31,   December 31,
      2021     2020     2021     2020  
                   
Net (loss) income     19,788     18,267     68,428     23,836  
Less: Income (loss) attributable to non-controlling interest     (117 )   (62 )   (277 )   39  
(Loss) Income attributable to parent     19,671     18,205     68,151     23,875  
Foreign currency transactions losses (gains)     4,641     (13,585 )   4,308     8,638  
Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other)     1,671     882     5,933     6,014  
Extinguishment of debt - Call Option Premium     -     -     8,610     -  
Extinguishment of debt - Deferred Costs     (104 )   -     2,089     -  
Joint Venture VA (Saint Gobain) adjustments     (45 )   615     57     1,943  
Change in FV of Hedging Derivatives     -     23     (176 )   1,995  
Tax impact of adjustments at statutory rate     (1,849 )   3,861     (6,246 )   (5,949 )
Adjusted net (loss) income     23,985     10,001     82,726     36,516  
                   
Basic income (loss) per share     0.41     0.39     1.43     0.51  
Diluted income (loss) per share     0.41     0.39     1.43     0.51  
                   
Diluted Adjusted net income (loss) per share     0.50     0.21     1.74     0.79  
                   
Diluted Weighted Average Common Shares Outstanding in thousands     47,675     47,235     47,675     46,398  
Basic weighted average common shares outstanding in thousands     47,675     47,235     47,675     46,398  
Diluted weighted average common shares outstanding in thousands     47,675     47,235     47,675     46,398  
      Three months ended   Twelve months ended
      December 31,   December 31,
      2021     2020     2021     2020
                   
Net (loss) income     19,788     18,267     68,428     23,836
Less: Income (loss) attributable to non-controlling interest     (117 )   (62 )   (277 )   39
(Loss) Income attributable to parent     19,671     18,205     68,151     23,875
Interest expense and deferred cost of financing     1,730     4,435     9,850     21,671
Income tax (benefit) provision     8,330     8,990     28,485     13,033
Depreciation & amortization     5,318     5,203     20,923     20,623
Foreign currency transactions losses (gains)     4,641     (13,585 )   4,308     8,638
Non Recurring expenses (extinguishment of debt, bond issuance costs, provision for bad debt, acquisition related costs and other)     1,297     1,215     4,564     4,114
Extinguishment of debt - Call Option Premium     -     -     8,610     -
Extinguishment of debt - Deferred Costs     (104 )   -     2,089     -
Joint Venture VA (Saint Gobain) EBITDA adjustments     1,294     966     3,448     3,576
Change in FV of Hedging Derivatives     -     23     (176 )   1,995
Adjusted EBITDA     42,177     25,452     150,252     97,525
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