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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35436

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1271120

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3550 NW 49th Street, Miami, Florida 33142, USA

Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia

(Address of principal executive offices)

+1 305 638 5151

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		TGLS		The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~November~~May 45, ~~2024~~2025, there were 46,~~995~~988,~~298~~528 ordinary shares, $0.0001 par value per share, outstanding.

TECNOGLASS INC.

FORM 10-Q FOR THE PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Shareholders’ Equity	6
	Notes to Condensed Consolidated Financial Statements	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	2522
	Item 4. Controls and Procedures	2623
Part II. Other Information
	Item 1. Legal Proceedings	2724
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2724
	Item 5. Other Information	2725
	Item 6. Exhibits	2725
Signatures		2826

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~122~~157,~~090~~302		$	~~129~~134,~~508~~882
Investments		2,~~688~~856			2,~~907~~645
Trade accounts receivable, net		~~208~~224,~~980~~638			~~166~~202,~~498~~915
Due from related parties		12,~~769~~858			12,~~387~~674
Inventories		~~142~~155,~~942~~817			~~159~~139,~~070~~642
Contract assets – current portion		1925,~~330~~952			1722,~~800~~920
Other current assets		4967,~~036~~338			5854,~~590~~332
Total current assets	$	~~546~~636,~~835~~761		$	~~535~~560,~~760~~010
Long-term assets:
Property, plant and equipment, net	$	~~341~~387,~~469~~923		$	~~324~~344,~~591~~433
Deferred income taxes		283			169
Long-term account receivables		1,550			-
Contract assets – non-current		12,968			8,797
Deferred income taxes		433			285
Intangible assets		3,882			3,475
Contract assets – non-current		12,931			15,208
Intangible assets		4,864			4,389
Goodwill		23,561			23,561
Long-term investments		6164,~~544~~608			6063,~~570~~264
Other long-term assets		5,~~731~~658			5,~~794~~498
Total long-term assets		~~449~~501,~~438~~528			~~426~~456,~~957~~638
Total assets	$	~~996~~1,~~273~~138,289		$	~~962~~1,~~717~~016,648
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	~~1,819~~627		$	71,~~002~~087
Trade accounts payable and accrued expenses		99123,~~569~~279			8298,~~784~~843
Due to related parties		79,~~354~~872			79,~~498~~864
Dividends payable		57,~~198~~071			47,~~265~~074
Contract liability – current portion		94120,~~848~~296			7297,~~543~~979
Other current liabilities		3867,~~533~~934			6150,~~794~~979
Total current liabilities	$	~~247~~329,~~321~~079		$	~~235~~265,~~886~~826
Long-term liabilities:
Deferred income taxes	$	1215,~~808~~017		$	1511,~~793~~419
Contract liability – non-current		-647			14-
Long-term debt		~~122~~108,~~837~~409			~~163~~108,~~004~~220
Total long-term liabilities		~~135~~124,~~645~~073			~~178~~119,~~811~~639
Total liabilities	$	~~382~~453,~~966~~152		$	~~414~~385,~~697~~465
SHAREHOLDERS’ EQUITY
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	$	-		$	-
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	$	-		$	-
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,996,408 and 46,996,708 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		5			5
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,989,948 and 46,991,558 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		5			5
Legal Reserves		1,458			1,458
Additional paid-in capital		~~192~~191,~~369~~970			192,~~385~~094
Retained earnings		~~498~~573,~~821~~926			~~400~~538,~~035~~787
Accumulated other comprehensive loss		(7982,~~346~~222	)		(45101,~~863~~161	)
Total shareholders’ equity		~~613~~685,~~307~~137			~~548~~631,~~020~~183
Total liabilities and shareholders’ equity	$	~~996~~1,~~273~~138,289		$	~~962~~1,~~717~~016,648

The accompanying notes are an integral part of these condensed consolidated financial statements.

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	Three months ended						~~Nine months ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Operating revenues:
External customers	$	~~237~~221,~~439~~272		$	~~210~~192,~~268~~089		$	~~648,456~~		$	~~637,362~~
Related parties		~~888~~1,016			~~475~~538			~~2,152~~			~~1,300~~
Total operating revenues		~~238~~222,~~327~~288			~~210~~192,~~743~~627			~~650,608~~			~~638,662~~
Cost of sales		(~~129~~124,~~094~~763	)		(~~120~~117,~~216~~967	)		~~(377,138~~	)		~~(330,710~~	)
Gross profit		~~109~~97,~~233~~525			9074,~~527~~660			~~273,470~~			~~307,952~~
Operating expenses:
Selling expense		(23,~~190~~617	)		(1517,~~724~~583	)		~~(60,773~~	)		~~(52,531~~	)
General and administrative expense		(18,~~348~~855	)		(1316,~~791~~055	)		~~(52,846~~	)		~~(46,228~~	)
Total operating expenses		(4142,~~538~~472	)		(2933,~~515~~638	)		~~(113,619~~	)		~~(98,759~~	)
Operating income		67,695			61,012			159,851			209,193
Other operating income		4,276			-
Non-operating income, net		1,365			605			5,176			3,517
Operating income		59,329			41,022
Equity method income		1,394			1,108			3,677			3,676
Non-operating income, net		1,016			1,080
Foreign currency transactions gains (loss)		870			1,142			(4,858	)		931
Equity method income		1,344			1,046
Interest expense and deferred cost of financing		(1,811	)		(2,325	)		(5,923	)		(6,919	)
Foreign currency transactions gains loss		(509	)		(153	)
Income before taxes		69,513			61,542			157,923			210,398
Interest expense and deferred cost of financing		(1,331	)		(2,106	)
Income tax provision		(19,978	)		(15,447	)		(43,630	)		(63,366	)
Income before taxes		59,849			40,889
Net income	$	49,535		$	46,095		$	114,293		$	147,032
Income tax provision		(17,660	)		(11,159	)
Income attributable to non-controlling interest		-			(232	)		-			(489	)
Net income	$	42,189		$	29,730
Income attributable to parent	$	49,535		$	45,863		$	114,293		$	146,543
Basic income per share	$	0.90		$	0.63
Basic income per share	$	1.05		$	0.96		$	2.43		$	3.08
Diluted income per share	$	0.90			0.63
Diluted income per share	$	1.05			0.96		$	2.43		$	3.08
Basic weighted average common shares outstanding		46,989,948			46,996,708
Basic weighted average common shares outstanding		46,996,554			47,599,339			46,996,655			47,649,037
Diluted weighted average common shares outstanding		46,989,948			46,996,708
Diluted weighted average common shares outstanding		46,996,554			47,599,339			46,996,655			47,649,037
Other comprehensive income:
Other comprehensive income:
Foreign currency translation adjustments		19,576			30
Foreign currency translation adjustments		(2,657	)		8,227			(30,948	)		43,276
Change in fair value of derivative contracts		(637	)		1,036
Change in fair value of derivative contracts		(3,229	)		601			(2,535	)		587
Other comprehensive income		18,939			1,066
Other comprehensive income		(5,886	)		8,828			(33,483	)		43,863
Comprehensive income	$	61,128		$	30,796
Comprehensive income	$	43,649		$	54,923		$	80,810		$	190,895
Comprehensive income attributable to non-controlling interest		-			(232	)		-			(489	)
Comprehensive income attributable to parent	$	43,649		$	54,691		$	80,810		$	190,406

The accompanying notes are an integral part of these condensed consolidated financial statements.

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	2024			2023
	2025			2024
	Nine months ended September 30,
	Three months ended March 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	~~114~~42,~~293~~189		$	~~147~~29,~~032~~730
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses		~~714~~215			~~2,537~~125
Depreciation and amortization		197,~~730~~339			156,~~841~~313
Deferred income taxes		~~(992~~2,470	)		73,~~565~~518
Equity method income		(31,~~677~~344	)		(31,~~676~~046	)
Deferred cost of financing		938			929
Gain on disposal of assets		(4,273	)		3
Other non-cash adjustments		113			157
Deferred cost of financing		283			322
Unrealized currency translation loss (gains)		3,045			(23,280	)
Other non-cash adjustments		223			-
Unrealized currency translation loss		(6,314	)		(4,227	)
Changes in operating assets and liabilities:
Trade accounts receivable		(3818,~~789~~993	)		~~(10~~3,~~351~~840	)
Inventories		2(8,~~680~~678	)		~~(15~~13,~~271~~737	)
Prepaid expenses		~~(2,930~~86	)		(~~2,028~~300	)
Other assets		5(14,~~050~~880	)		(259,~~535~~250	)
Trade accounts payable and accrued expenses		1011,~~063~~659			(8,~~371~~059	)
Taxes payable		~~(22~~15,~~179~~653	)		~~(21~~7,~~670~~068	)
Labor liabilities		2(1,~~949~~291	)		2(1,~~425~~076	)
Other liabilities		11(114	)		~~245~~61
Contract assets and liabilities		1523,~~921~~132			13(8,~~066~~029	)
Related parties		~~2,466~~(464	)		~~(1,871~~717	)
CASH PROVIDED BY OPERATING ACTIVITIES	$	~~109~~46,~~406~~898		$	9433,~~486~~447
CASH FLOWS FROM INVESTING ACTIVITIES
Dividends received		2,703			-
Purchase of investments		(74	)		(306	)
Purchase of investments		(316	)		(303	)
Sale of property and equipment		12,308			-
Acquisition of property and equipment		(5330,~~873~~424	)		(629,~~194~~886	)
CASH USED IN INVESTING ACTIVITIES	$	(5118,~~486~~190	)	$	(6210,~~497~~192	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend		(147,~~575~~048	)		(124,~~158~~239	)
Non-controlling interest purchase		(2,500	)		-
Stock buyback		(124	)		-
Stock buyback		(16	)		(8,882	)
Proceeds from debt		3,615			2,766
Proceeds from debt		2,657			109
Repayments of debt		(3,880	)		(15,213	)
Repayments of debt		(48,966	)		-
CASH USED IN FINANCING ACTIVITIES	$	(7,437	)		(16,686	)
CASH USED IN FINANCING ACTIVITIES	$	(63,400	)	$	(20,931	)
Effect of exchange rate changes on cash and cash equivalents	$	1,149			(196	)
Effect of exchange rate changes on cash and cash equivalents	$	(1,938	)	$	4,243
NET INCREASE IN CASH AND CASH EQUIVALENTS		22,420			6,373
NET (DECREASE) INCREASE IN CASH		(7,418	)		15,301
CASH AND CASH EQUIVALENTS - Beginning of period		134,882			129,508
CASH - Beginning of period		129,508			103,672
CASH AND CASH EQUIVALENTS - End of period	$	157,302			135,881
CASH - End of period	$	122,090		$	118,973
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	81,~~049~~702		$	82,~~543~~827
Income Tax	$	7711,~~953~~758		$	9414,~~914~~094
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under credit or debt	$	511,~~571~~063		$	111,~~626~~305

The accompanying notes are an integral part of these condensed consolidated financial statements.

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(Amounts in thousands, except share and per share data)

(Unaudited)

	Shares			Amount		Capital			Reserve		Earnings			Loss			~~Equity~~Interest			~~Interest~~		~~Interest~~
	Ordinary Shares, $0.0001 Par Value					Additional Paid in			Legal		Retained			Accumulated Other Comprehensive			Total Shareholders’			~~Non- Controlling~~		~~Total Shareholders’ Equity and Non- Controlling~~
	Shares			Amount		Capital			Reserve		Earnings			Loss			Equity			~~Interest~~		~~Interest~~
Balance at December 31, 2023		46,996,708			5		192,385			1,458		400,035			(45,863	)		548,020			-		548,020
Balance at December 31, 2024		46,991,558			5		192,094			1,458		538,787			(101,161	)		631,183
Dividend ($0.11 per share)		-			-		-			-		(5,169	)		-			(5,169	)		-		(5,169	)
Dividend ($0.15 per share)		-			-		-			-		(7,050	)		-			(7,050	)
Derivative financial instruments		-			-		-			-		-			1,036			1,036			-		1,036
Share Repurchase		(1,610	)		-		(124	)		-		-			-			(124	)
Foreign currency translation		-			-		-			-		-			30			30			-		30
Derivative financial instruments		-			-		-			-		-			(637	)		(637	)
Net income		-			-		-			-		29,730			-			29,730			-		29,730
Foreign currency translation		-			-		-			-		-			19,576			19,576
Balance at March 31, 2024		46,996,708			5		192,385			1,458		424,596			(44,797	)		573,647			-		573,647
Net income		-			-		-			-		42,189			-			42,189
Dividend ($0.11 per share)		-			-		-			-		(5,168	)		-			(5,168	)		-		(5,168	)
Balance at March 31, 2025		46,989,948			5		191,970			1,458		573,926			(82,222	)		685,137
Share Repurchase		(100	)		-		(5	)		-		-			-			(5	)		-		(5	)
Derivative financial instruments		-			-		-			-		-			(342	)		(342	)		-		(342	)
Foreign currency translation		-			-		-			-		-			(28,321	)		(28,321	)		-		(28,321	)
Net income		-			-		-			-		35,028			-			35,028			-		35,028
Balance at June 30, 2024		46,996,608			5		192,380			1,458		454,456			(73,460	)		574,839			-		574,839
Dividend ($0.11 per share)		-			-		-			-		(5,170	)		-			(5,170	)		-		(5,170	)
Share Repurchase		(200	)		-		(11	)		-		-			-			(11	)		-		(11	)
Derivative financial instruments		-			-		-			-		-			(3,229	)		(3,229	)		-		(3,229	)
Foreign currency translation		-			-		-			-		-			(2,657	)		(2,657	)		-		(2,657	)
Net income		-			-		-			-		49,535			-			49,535			-		49,535
Balance at Sep 30, 2024		46,996,408			5		192,369			1,458		498,821			(79,346	)		613,307			-		613,307

	Shares			Amount		Capital			Reserve		Earnings			Loss			~~Equity~~Interest			~~Interest~~		~~Interest~~
	Ordinary Shares, $0.0001 Par Value					Additional Paid in			Legal		Retained			Accumulated Other Comprehensive			Total Shareholders’			~~Non- Controlling~~		~~Total Shareholders’ Equity and Non- Controlling~~
	Shares			Amount		Capital			Reserve		Earnings			Loss			Equity			~~Interest~~		~~Interest~~
Balance at December 31, 2022		47,674,773			5		219,290			1,458		234,254			(106,187	)		348,820			1,505.00		350,325
Balance at December 31, 2023		46,996,708			5		192,385			1,458		400,035			(45,863	)		548,020
Dividend ($0.09 per share)		-			-		-			-		(4,291	)		-			(4,291	)		-		(4,291	)
Balance		46,996,708			5		192,385			1,458		400,035			(45,863	)		548,020
Derivative financial instruments		-			-		-			-		-			(1,837	)		(1,837	)		-		(1,837	)
Dividend (0.11 per share)		-			-		-			-		(5,169	)		-			(5,169	)
Foreign currency translation		-			-		-			-		-			7,811			7,811			-		7,811
Derivative financial instruments		-			-		-			-		-			1,036			1,036
Net income		-			-		-			-		48,235			-			48,235			137		48,372
Foreign currency translation		-			-		-			-		-			30			30
Balance at March 31, 2023		47,674,773			5		219,290			1,458		278,198			(100,213	)		398,738			1,642		400,380
Net income		-			-		-			-		29,730			-			29,730
Dividend ($0.09 per share)		-			-		-			-		(4,291	)		-			(4,291	)		-		(4,291	)
Balance at March 31, 2024		46,996,708			5		192,385			1,458		424,596			(44,797	)		573,647
Share Repurchase		(1,340	)		-		(56	)		-		-			-			(56	)		-		(56	)
Balance		46,996,708			5		192,385			1,458		424,596			(44,797	)		573,647
Derivative financial instruments		-			-		-			-		-			1,823			1,823			-		1,823
Foreign currency translation		-			-		-			-		-			27,238			27,238			-		27,238
Net income		-			-		-			-		52,445			-			52,445			120		52,565
Balance at June 30, 2023		47,673,433			5		219,234			1,458		326,353			(71,152	)		475,898			1,762		477,660
Balance		47,673,433			5		219,234			1,458		326,353			(71,152	)		475,898			1,762		477,660
Dividend ($0.09 per share)		-			-		-			-		(4,291	)		-			(4,291	)		-		(4,291	)
Dividend		-			-		-			-		(4,291	)		-			(4,291	)		-		(4,291	)
Share Repurchase		(227,442	)		-		(8,826	)		-		-			-			(8,826	)		-		(8,826	)
Derivative financial instruments		-			-		-			-		-			601			601			-		601
Foreign currency translation		-			-		-			-		-			8,227			8,227			-		8,227
Net income		-			-		-			-		45,863			-			45,863			232		46,095
Balance at Sep 30, 2023		47,445,991			5		210,408			1,458		367,925			(62,323	)		517,473			1,993		519,466
Balance		47,445,991			5		210,408			1,458		367,925			(62,323	)		517,473			1,993		519,466

The accompanying notes are an integral part of these condensed consolidated financial statements.

Tecnoglass Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Amounts in thousands, except share and per share data)

(Unaudited)

Note 1. General

Business Description

Tecnoglass Inc., a Cayman Islands exempted company (the “Company”, “Tecnoglass,” ~~“TGI~~,” “we”, “us” or “our”) manufactures hi-specification, architectural glass and windows for the global residential and commercial construction industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high, medium and low elevation size. Products include windows and doors in glass, aluminum, and vinyl, office partitions and interior divisions, floating facades and commercial window showcases. The Company sells to customers in North, Central and South America~~, and exports more than 95% of its production to foreign countries~~.

The Company manufactures glass, aluminum, and vinyl products. Its glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized, painted aluminum profiles and rods, tubes, bars and plates. Alutions’ operations include extrusion, smelting, painting and anodizing processes, and exporting, importing and marketing aluminum products. Its newly installed vinyl assembling lines manufacture and distributes cutting-edge vinyl windows for new and existing customers.

The Company also designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass, aluminum and vinyl windows and doors, office dividers and interiors, floating facades and commercial display windows.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting purposes. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. The year-end condensed balance sheet data was derived from the audited financial statements in the Annual Report on Form 10-K but does not include all disclosures required by US GAAP.

The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the Company’s financial statements. Actual results may differ from these estimates under different assumptions and conditions. Estimates utilized in the preparation of these unaudited condensed consolidated financial statements relate to the collectability of account receivables, the valuation of inventories, estimated earnings on uncompleted contracts, useful lives and potential impairment of long-lived assets. Changes in estimates are reflected in the periods during which they become known. Actual amounts may differ from these estimates and could differ materially. These financial statements reflect all adjustments that in the opinion of management are necessary for a fair statement of the financial position, results of operations and cash flows for the period presented, and are of a normal, recurring nature.

The Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment,. ~~comprising~~The segment comprises the design, manufacturing, distribution, marketing and installation of high-specification architectural glass and window products sold to ~~the~~residential and ~~construction~~commercial ~~industry~~markets.

The chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on gross profit and net income that also is reported on the income statement as consolidated net income, cash flows from operations which are reported on the consolidated statement of cash flows, along with certain non-G.A.A.P metrics. Significant segment expenses include cost of sales, selling expense, and general and administrative expenses. Other segment items included in consolidated net income are interest expense, other expense, net and the provision for income taxes, which are reflected in the consolidated statements of comprehensive income. These metrics are used to monitor budgeted versus actual results, and competitive analysis by benchmarking to the Company’s competitors. The Company’s CODM are Company’s Chief Executive Officer and Chief Operating Officer acting together as a group.

The Company performs intra-entity sales and transfers within its single segment comprised of several vertically integrated processes including its main manufacturing operations in Colombia and distribution and installation in the United States. The Company considers its operations to be a single reporting segment because it only produces architectural glass and window systems to serve similar markets in a vertically integrated platform.

Principles of Consolidation

These unaudited ~~condensed~~ consolidated financial statements consolidate ~~TGI~~Tecnoglass, ~~and~~ its subsidiaries Tecnoglass S.A.S (“TG”), C.I. ~~Energía~~ Energía Solar S.A.S E.S. Windows (“ES”), ES Windows LLC (“ESW LLC”), Tecnoglass LLC, Tecno RE LLC, GM&P Consulting and Glazing Contractors (“GM&P”), Componenti USA LLC, ES Metals SAS (“ES Metals”), and Ventanas Solar S.A (“VS”), which are entities inwholly ~~which~~owned weby ~~have a controlling financial interest because we hold a majority voting interest~~Tecnoglass. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity ~~and if we are not~~, otherwise the entity is evaluated under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control.

TGI and certain wholly owned subsidiaries with functional currency different than the U.S. dollar have long-term intercompany loan balances denominated in foreign currencies that are remeasured at the exchange rate in effect at the balance sheet date. Such loan balances are not expected to be settled in the foreseeable future. Any gains and losses relating to these loans are included in the accumulated other comprehensive income (loss), which is reflected as a separate component of shareholders’ equity.

Derivative Financial Instruments

The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the condensed consolidated balance sheet. The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow hedges, are recorded in the condensed consolidated statement of comprehensive income. Amounts in accumulated other comprehensive loss on the condensed consolidated balance sheet are reclassified into the condensed consolidated statement of income in the same period or periods during which the hedged transactions are settled.

Recently Issued Accounting Pronouncements

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, “~~Segment~~ Reporting ~~(Topic~~Comprehensive ~~280~~Income—Expense Disaggregation Disclosures (Subtopic 220-40):”. ~~Improvements~~The Board is issuing this Update to ~~Reportable~~improve ~~Segment~~the ~~Disclosures”. Investors,~~disclosures ~~lenders,~~about ~~creditors,~~a ~~and~~public ~~other~~business ~~allocators~~entity’s ofexpenses ~~capital~~and ~~(collectively,~~address requests “from investors”) ~~have~~for ~~observed~~more ~~that~~detailed ~~segment~~ information is ~~critically~~about ~~important~~the intypes ~~understanding~~of aexpenses ~~public~~(including ~~entity’s~~purchases ~~different~~of ~~business~~inventory, ~~activities.~~employee ~~That~~compensation, depreciation, ~~information~~amortization, ~~enables~~and ~~investors~~depletion) ~~to better~~in ~~understand~~commonly anpresented ~~entity’s~~expense ~~overall~~captions ~~performance~~(such ~~and~~as ~~assists~~cost inof ~~assessing~~sales, ~~potential~~SG&A, ~~future~~and ~~cash~~research ~~flows~~and development). The amendments in this Update are effective for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2023~~2026, and interim reporting periods ~~within fiscal years~~ beginning after December 15, ~~2024~~2027. Early adoption is permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Board is issuing the amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders, creditors, and other allocators of capital (collectively, “investors”) indicated that the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures. Specifically, the amendments require annual disclosure of: (i) a detailed rate reconciliation table that includes specific categories with separate disclosure of items that are equal to or greater than 5% of the statutory tax applied to pretax income; (ii) income taxes paid (net of refunds received), disaggregated by federal, state, and foreign amounts; and (iii) income taxes paid (net) further disaggregated by individual jurisdiction when such amounts are equal to or greater than 5% of total income taxes paid. Additionally, the Company must disclose pretax income (or loss) from continuing operations and income tax expense (or benefit) from continuing operations, each disaggregated between domestic and foreign. The amendments in this Update are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis and retrospective application is permitted.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Board is issuing the amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders, creditors, and other allocators of capital (collectively, “investors”) indicated that the existing income tax disclosures should be enhanced to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this Update are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

Note 3. - Inventories, net

Schedule of Inventories~~, net~~

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Raw materials	$	91110,~~423~~347		$	~~100~~98,~~828~~336
Work in process		2017,~~538~~672			1916,~~738~~891
Finished goods		62,~~539~~131			91,~~941~~248
Spares and accessories		2324,~~444~~385			2722,~~057~~215
Packing material		1,~~282~~592			1,~~715~~220
Total Inventories, gross		~~143~~156,~~226~~127			~~159~~139,~~279~~910
Less: Inventory allowance		(~~284~~310	)		(~~209~~268	)
Total inventories, net	$	~~142~~155,~~942~~817		$	~~159~~139,~~070~~642

Note 4. – Revenues, Trade Accounts Receivable, Contract Assets and Contract Liabilities

Disaggregation of Total Net Sales

The Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors affect the nature, amount, timing and uncertainty of the Company’s revenue and cash flows.

Schedule of Disaggregation by Revenue

	2024		2023		2024		2023
	2025		2024
	Three months ended				~~Nine months ended~~
	September 30,				September 30,
	March 31,
	2024		2023		2024		2023
	2025		2024
Fixed price contracts	$	4352,~~653~~974	$	3532,~~735~~632	$	~~107,706~~	$	~~97,158~~
Product sales		~~194~~169,~~674~~314		~~175~~159,~~008~~995		~~542,902~~		~~541,504~~
Total Revenues	$	~~238~~222,~~327~~288	$	~~210~~192,~~743~~627	$	~~650,608~~	$	~~638,662~~

The following table presents revenues broken down by geographical location:

Schedule of Geographic Information

	2024		2023		2024		2023
	2025		2024
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Colombia	$	56,~~473~~414	$	75,~~218~~239	$	~~16,542~~	$	~~18,920~~
United States		~~228~~212,~~196~~454		~~200~~184,~~347~~003		~~621,897~~		~~609,911~~
Panama		~~283~~455		~~433~~94		~~811~~		~~1,017~~
Other		42,~~375~~965		23,~~745~~291		~~11,358~~		~~8,814~~
Total Revenues	$	~~238~~222,~~327~~288	$	~~210~~192,~~743~~627	$	~~650,608~~	$	~~638,662~~

The following table presents revenues broken down by market:

Schedule of Revenues ~~Breakdown~~Distribution byBy End Market

	2024		2023		2024		2023
	2025		2024
	Three months ended				~~Nine months ended~~
	September 30,				September 30,
	March 31,
	2024		2023		2024		2023
	2025		2024
Residential	$	~~109~~88,~~729~~929	$	8773,~~811~~154	$	~~278,632~~	$	~~258,345~~
Commercial		~~128~~133,~~598~~359		~~122~~119,~~932~~473		~~371,976~~		~~380,317~~
Total Revenues	$	~~238~~222,~~327~~288	$	~~210~~192,~~743~~627	$	~~650,608~~	$	~~638,662~~

Trade Accounts Receivable

In the ordinary course of business, we extend credit to customers on a generally non-collateralized basis. The Company maintains an allowance for expected credit losses which is based on management’s assessments of the amount which may become uncollectible in the future and is determined through consideration of our write-off history, specific identification of uncollectible accounts based in part on the customer’s past due balance (based on contractual terms), and consideration of prevailing economic and industry conditions. Uncollectible accounts are written off after repeated attempts to collect from the customer have been unsuccessful.

Trade accounts receivable consist of the following:

Schedule of Trade Accounts Receivable

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Trade accounts receivable		~~211~~226,~~785~~303			~~168~~205,~~778~~730
Less: Allowance for credit losses		(21,~~805~~665	)		(2,~~280~~815	)
Total	$	~~208~~224,~~980~~638		$	~~166~~202,~~498~~915

The changes in the allowance for credit losses for the ~~nine~~Three months ended ~~September~~March 3031, ~~2024~~2025, are:

	Nine months ended September 30, 2024
	Three months ended March 31, 2025
Balance at beginning of period	$	2,~~280~~815
Provisions for credit losses		~~714~~215
Deductions and write-offs, net of foreign currency adjustment		(~~189~~1,365	)
Balance at end of period	$	21,~~805~~665

Contract Assets and Liabilities

Contract assets represent accumulated incurred costs and earned profits on contracts with customers that have been recorded as sales but have not been billed to customers and are classified as current. In addition, a portion of the amounts billed on certain fixed price contracts that are withheld by the customer as a retainage until a final good receipt of the complete project to the customers satisfaction. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue, and represent amounts received in excess of sales recognized on contracts. The Company classifies advance payments and billings in excess of costs incurred as current, and deferred revenue as current or non-current based on the expected timing of sales recognition. Contract assets and contract liabilities are determined on a contract-by-contract basis at the end of each reporting period. The non-current portion of contract liabilities is included in long-term liabilities in the Company’s condensed consolidated balance sheets.

The table below presents the components of net contract assets (liabilities):

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Contract assets — current	$	1925,~~330~~952		$	1722,~~800~~920
Contract assets — non-current		12,~~968~~931			815,~~797~~208
Contract liabilities — current		(94120,~~848~~296	)		(7297,~~543~~979	)
Contract liabilities — non-current		-(647	)		~~(14~~-	)
Net contract liability	$	(6282,~~550~~060	)	$	(4559,~~960~~851	)

The components of contract assets are presented in the table below:

	September 30, 2024		December 31, 2023
Unbilled contract receivables, gross	$	3,426	$	4,501
Retainage		28,872		22,096
Total contract assets		32,298		26,597
Less: current portion		19,330		17,800
Contract Assets – non-current	$	12,968	$	8,797

	March 31, 2025		December 31, 2024
Unbilled contract receivables, gross	$	5,817	$	6,584
Retainage		33,066		31,544
Total contract assets		38,883		38,128
Less: current portion		25,952		22,920
Contract Assets – non-current	$	12,931	$	15,208

The components of contract liabilities are presented in the table below:

	September 30, 2024		December 31, 2023
Billings in excess of costs	$	52,714		35,949
Advances from customers on uncompleted contracts		42,134		36,608
Total contract liabilities		94,848		72,557
Less: current portion		94,848		72,543
Contract liabilities – non-current	$	-		14

During the three and nine months ended September 30, 2024, the Company recognized $2,508 and $12,851 of sales related to its contract liabilities on January 1, 2024, respectively. During the three and nine months ended September 30, 2023, the Company recognized $472 and $6,375 of sales related to its contract liabilities on January 1, 2023, respectively.

	March 31, 2025		December 31, 2024
Billings in excess of costs	$	71,419	$	58,708
Advances from customers on uncompleted contracts		49,524		39,271
Total contract liabilities		120,943		97,979
Less: current portion		120,296		97,979
Contract liabilities – non-current	$	647	$	-

During the three months ended March 31, 2025, the Company recognized $6,544 of sales related to its contract liabilities on January 1, 2025. During the three months ended March 31, 2024, the Company recognized $6,732 of sales related to its contract liabilities on January 1, 2024.

Remaining Performance Obligations

As of ~~September~~March 3031, ~~2024~~2025, the Company had $~~709~~775.20 million of remaining performance obligations, which represents the transaction price of ~~firm~~ firm orders minus sales recognized from inception to date. Remaining performance obligations exclude unexercised contract options, verbal commitments, Letters of Intent or written mandates, and potential orders under basic ordering agreements. The Company expects to recognize 100% of sales relating to existing performance obligations within three years, of which $~~167~~366.65 million are expected to be recognized ~~during~~ during the year ending December 31, ~~2024~~2025, $~~340~~245.69 million during the year ending December 31, ~~2025~~2026, and $~~202~~162.16 million during the year ending December 31, ~~2026~~2027.

Note 5. ~~Intangible~~Property, ~~Assets~~Plant and Equipment

Property, plant, and equipment is comprised of the following:

	March 31, 2025			December 31, 2024
Land		62,604			56,142
Buildings	$	138,830		$	125,856
Machinery and equipment		297,745			265,340
Office equipment and software		11,374			10,311
Vehicles		7,274			6,388
Aircraft		23,824			22,545
Furniture and fixtures		3,980			3,714
Total property, plant and equipment		545,631			490,296
Accumulated depreciation		(157,708	)		(145,863	)
Total property, plant and equipment, net	$	387,923		$	344,433

During the first quarter of 2025, the company’s first aircraft was sold at a net cost of $8,032 and a sales price of $12,308, generating an accounting profit of $4,276 recorded as other operating income.

Note 6. Intangible Assets

Intangible assets include Miami-Dade County Notices of Acceptances (NOA’s), which are certificates issued for approved products and required to market hurricane-resistant glass in Florida. Intangibles assets also include the intangibles acquired during the acquisition of GM&P.

September 30, 2024

March 31, 2025

Gross

Acc. Amort.

Net

Notice of Acceptances (NOAs), product designs and other intellectual property

1315,~~431~~115

(910,~~549~~251

)

34,~~882~~864

December 31, 2023

December 31, 2024

Gross

Acc. Amort.

Net

Notice of Acceptances (NOAs), product designs and other intellectual property

1214,~~231~~263

(89,~~756~~874

)

34,~~475~~389

The weighted average amortization period is 4.757 years.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, the amortization expense amounted to $~~391 and $1~~305,~~075,~~ respectively, and was included within the general and administration expenses in our unaudited Condensed Consolidated Statement of Operations. Similarly, during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2023~~2024, the amortization expense amounted to $~~293 and $908, respectively~~342.

The estimated aggregate amortization expense for each of the five succeeding years as of ~~September~~March 3031, ~~2024~~2025, is as follows:

Year ending	(in thousands)
Year ending December 31,	(in thousands)
2024	$	356
2025	$	952
2025		866
2026		975
2026		698
2027		883
2027		630
2028		700
2028		516
2029		599
Thereafter		~~816~~755
Total	$	34,~~882~~864

Note 7. Supplier Finance Program

Tecnoglass, Inc. has established payment terms to suppliers for the purchase of goods and services, which normally range between 30 and 60 days. In the normal course of business, suppliers may require liquidity and manage, through third parties, the advanced payment of invoices. The Company allows its suppliers the option to payments in advance of an invoice due date, through a third-party finance provider or intermediary, with the purpose of allowing suppliers to obtain the required liquidity. For these purposes, suppliers present to Tecnoglass, Inc. the third-party finance provider or intermediary with whom they will carry out the finance program and establish an agreement, through which the invoices will be paid by the third-party finance provider or intermediary once Tecnoglass, Inc. has confirmed the invoices as valid. Once the Company confirms the invoices are valid, the third-party finance provider or intermediary proceeds with the payment to the supplier. Subsequently, Tecnoglass, Inc. pays the invoices for goods or services to the third-party finance provider or intermediary selected by the supplier. Payment times do not vary from those initially agreed with the supplier, as stated in the invoices factored by the supplier (i.e. between 30 and 60 days). Pursuant to the supplier finance programs, the Company has not been required to pledge any assets as security nor to provide any guarantee to third-party finance provider or intermediary.

As of March 31, 2025, the obligations outstanding related to the supplier finance program amounted to $9,300, recorded as current liabilities, with $8,848 classified as trade accounts payable and accrued expenses and $452 classified as due to related parties. As of December 31, 2024, the obligations outstanding related to the supplier finance program amounted to $1,852, recorded as current liabilities, with $1,338 classified as trade accounts payable and accrued expenses and $514 classified as due to related parties.

Note 68. ~~Supplier Finance Program~~Debt

Tecnoglass has established payment terms to suppliers for the purchase of goods and services, which normally range between 30 and 60 days. In the normal course of business, suppliers may require liquidity and manage, through third parties, the advanced payment of invoices. The Company allows its suppliers the option to payments in advance of an invoice due date, through a third-party finance provider or intermediary, with the purpose of allowing suppliers to obtain the required liquidity. For these purposes, suppliers present to Tecnoglass the third-party finance provider or intermediary with whom they will carry out the finance program and establish an agreement, through which the invoices will be paid by the third-party finance provider or intermediary once Tecnoglass has confirmed the invoices as valid. Once the Company confirms the invoices are valid, the third-party finance provider or intermediary proceeds with the payment to the supplier. Subsequently, Tecnoglass pays the invoices for goods or services to the third-party finance provider or intermediary selected by the supplier. Payment times do not vary from those initially agreed with the supplier, as stated in the invoices factored by the supplier (i.e. between 30 and 60 days). Pursuant to the supplier finance programs, the Company has not been required to pledge any assets as security nor to provide any guarantee to any third-party finance provider or intermediary.

As of September 30, 2024, the obligations outstanding related to the supplier finance program amounted to $1,414, recorded as current liabilities, with $919 classified as trade accounts payable and accrued expenses and $495 classified as due to related parties. As of December 31, 2023, the obligations outstanding related to the supplier finance program amount $2,722, recorded as current liabilities, with $2,330 classified as trade accounts payable and accrued expenses and $392 classified as due to related parties.

Note 7. Debt

The Company’s debt is comprised of the following:

Schedule of Long Term Debt

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Revolving lines of credit	$	~~668~~543		$	~~525~~600
Finance lease		~~165~~84			~~327~~111
Other current debt		~~1,000~~-			-378
Senior Secured Credit Facility		~~125~~110,000			~~172~~110,~~500~~000
Less: Deferred cost of financing		(21,~~177~~591	)		(31,~~346~~782	)
Total obligations under borrowing arrangements		~~124~~109,~~656~~036			~~170~~109,~~006~~307
Less: Current portion of long-term debt and other current borrowings		~~1,819~~627			71,~~002~~087
Long-term debt	$	~~122~~108,~~837~~409		$	~~163~~108,~~004~~220

InThe ~~November~~Company’s ~~2021,~~debt ~~the~~is ~~Company~~primarily ~~amended~~comprised ~~its~~of a Senior Secured Credit Facility towith ~~(i)~~maturity ~~increase~~in ~~the~~late ~~borrowing~~2026, ~~capacity~~an ~~under~~outstanding ~~its~~balance ~~committed line~~ of ~~credit from~~ $50110,000 ~~million~~as toof ~~$150~~March ~~million~~31, ~~(ii)~~2025, ~~reduce its borrowing costs by an approximate 130 basis points~~ and ~~(iii)~~a ~~extend~~committed ~~the~~line ~~initial maturity~~of ~~date~~credit ~~by one year to the end~~ of ~~2026~~$150 million. Borrowings under the credit facility ~~now~~ bear interest at a rate of ~~LIBOR~~SOFR ~~with no floor~~ plus a spread of 1.50%, based on the Company’s net leverage ratio~~, compared to a prior rate of LIBOR with a floor of 0~~.~~75%~~ plus a spread of 2.50%, resulting on total annual savings of approximately $15 million at current levels of outstanding borrowings, since entering into our inaugural US Bank syndicated facility in October 2020. The effective interest rate for this credit facility ~~including~~ including deferred issuance costs is 76.0377%. In relation to this transaction, the Company accounted for costs related to fees paid of $1,496. This was accounted for as a debt modification and $1,346 of fees paid to banks were capitalized as deferred cost of financing and $150 paid to third parties recorded as an operating expense on the consolidated statements of operations for the year ended December 31, 2021. Beginning on July 1, 2023, the interest rate on this credit facility was updated to SOFR plus the same spread of 1.5%. As of September 2024, we voluntarily prepaid $47.5 million of capital to this credit facility which has decreased our net leverage ratio and triggered a step down in the applicable interest rate spread to 1.5%.

Maturities of long-term debt and other current borrowings as of ~~September~~March 3031, ~~2024~~2025, are as follows:

2025	$	1,819
2026	$	627
2026		14
2027		110,000
2027		125,000
Thereafter		-
Total	$	~~126~~110,~~833~~627

The Company’s loans have maturities ranging from several weeks to 42 years. Our credit facilities bore a weighted average interest rate of 65.2387% as of ~~September~~March 3031, ~~2024~~2025.

13Note 9. Hedging Activity and Fair Value Measurements

Note 8. Hedging Activity and Fair Value Measurements

Hedging Activity

During the quarter ended March 31, 2022, we entered into several interest rate swap contracts to hedge the interest rate fluctuations related to our outstanding debt. The effective date of the contract is December 31, 2022 and, thus, we shall have payment dates each quarter, commencing March, 31 2023. During the quarter ended December 31, ~~2022~~2024, we entered into several foreign currency non-delivery ~~forward contracts~~option contracts to hedge the fluctuations in the exchange rate between the Colombian Peso and the U.S. Dollar. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted LIBOR and Colombian Peso denominated costs and expenses, respectively.

We record our hedge contracts at fair value and consider our credit risk for contracts in a liability position, and our counter-party’s credit risk for contracts in an asset position, in determining fair value. We assess our counter-party’s risk of non-performance when measuring the fair value of financial instruments in an asset position by evaluating their financial position, including cash on hand, as well as their credit ratings.

Due to the Libor ~~discontinuance~~discontinuation, on June 21, 2023, the Company amended the Interest Rate Swap contract from Libor 1 Month plus spread to SOFR 3 Months plus spread. The settlements of the instruments remain under the existing conditions; however, the fixed leg goes from 1.93% to 1.87%. Regarding the conditions of our outstanding debt, only Libor was replaced by SOFR, maintaining the other initial conditions.

As of September 30, 2024, the fair value of our interest rate swap was in a net asset position of $3.9 million. We had 9 outstanding interest rate swap contracts to hedge $125 million related to our outstanding debt through November 2026. We assessed the risk of non-performance of the Company to these contracts and determined it was insignificant and, therefore, did not record any adjustment to fair value as of September 30, 2024.13

WeAs ~~assess the effectiveness~~ of ~~our~~March ~~interest~~31, ~~rate~~2025, ~~swap contracts by comparing~~ the ~~change in the~~ fair value of ~~the~~our interest rate swap ~~contracts to~~and ~~the~~foreign ~~change~~currency innon-delivery ~~the~~option ~~expected~~contracts ~~cash~~was toin bea ~~paid~~net ~~for~~asset ~~the~~position of ~~hedged~~$3.9 ~~item~~million. ~~The~~We ~~effective~~had ~~portion~~7 ofoutstanding ~~the gain or loss on our~~ interest rate swap contracts isto ~~reported~~hedge as$110 amillion ~~component~~related ofto ~~accumulated~~our ~~other~~outstanding ~~comprehensive~~debt ~~income~~through ~~and is reclassified into earnings in the same line item~~November in2026 ~~the~~and ~~income~~4 ~~statement~~non asdelivery ~~the~~option ~~hedged~~contracts ~~item~~to inexchange ~~the~~$30 ~~same~~million ~~period~~U.S. orDollars ~~periods~~to ~~during~~Colombian ~~which~~Pesos ~~the~~through ~~transaction~~June, ~~affects earnings~~2025. ~~The~~We ~~amount~~assessed ofthe ~~gains,~~risk ~~net,~~of ~~recognized~~non-performance inof the ~~“accumulated~~Company ~~other~~to ~~comprehensive~~these ~~income”~~contracts ~~line~~and ~~item~~determined init ~~the~~was ~~accompanying~~insignificant ~~consolidated balance sheet as of September 30~~and, ~~2024~~therefore, ~~that~~did wenot ~~expect~~record ~~will~~any ~~be reclassified~~ adjustment to ~~earnings~~fair ~~within~~value ~~the~~as ~~next~~of ~~twelve~~March ~~months~~31, ~~is $2~~2025.~~4 million.~~

~~The~~We assess the effectiveness of our interest rate swap and foreign currency non-delivery option contracts by comparing the change in the fair value of the interest rate swap and foreign currency non-delivery option contracts to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our interest rate swap ~~hedges~~and foreign currency non-delivery option contracts is ~~classified~~reported as a component of accumulated other comprehensive income and is reclassified into earnings in the same line item in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. The amount of gains, net, recognized in the “accumulated other comprehensive income” line item in the accompanying consolidated balance ~~sheets,~~sheet as of ~~September~~March 3031, 2025, ~~2024~~that we expect will be reclassified to earnings within the next twelve months, ~~are~~ asis ~~follows:~~$2.8 million.

The fair value of our interest rate swap and foreign currency non-delivery option hedges is classified in the accompanying consolidated balance sheets, as of March 31, 2025, as follows:

Derivative Assets

Derivative Liabilities

September 30, 2024

Derivatives designated as hedging instruments

March 31, 2025

Derivatives designated as hedging instruments under Subtopic 815-20:

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

under Subtopic 815-20:

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivative instruments:

Interest Rate Swap Contracts

Other current assets

3,~~918~~285

Accrued liabilities

Total derivative instruments

Total derivative assets

3,918

Total derivative liabilities

foreign currency non-delivery forwards

616

Total derivative instruments

Total derivative assets

3,901

Total derivative liabilities

The ending accumulated balance for the interest rate swap and foreign currency non-delivery option contracts included in accumulated other comprehensive income, net of tax, was $3,~~918~~686 as of ~~September 30~~March 31,2025, ~~2024~~comprised of a derivative gain of $3,901 and an associated net tax liability of $215.

The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements, for the three months ended March 31, 2025, and 2024:

Derivatives in Cash Flow Hedging Relationships

Amount of Gain or (Loss)

Location of Gain or (Loss) Reclassified from Accumulated

Amount of Gain or (Loss)
Reclassified from

Recognized in OCI (Loss) on

OCI (Loss) into

Accumulated

Derivatives

Income

OCI (Loss) into Income

Three Months Ended

March 31,

2025

2024

2025

2024

Interest Rate Swap and foreign currency non-delivery forwards Contracts

$(637)

1,306

Interest Expense and Operating Revenues

992

1,099

The following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated financial statements for the quarter ended September 30, 2024:

Schedule of Gain loss on Derivative Financial Instruments

	Derivatives in Cash Flow Hedging Relationships
	Amount of Gain or (Loss)					Location of Gain or (Loss) Reclassified from Accumulated	Amount of Gain or (Loss) Reclassified from
	Recognized in OCI (Loss) on					OCI (Loss) into	Accumulated
	Derivatives					Income	OCI (Loss) into Income
	Three Months Ended						Three Months Ended
	September 30,			September 30,			September 30,		September 30,
	2024			2023			2024		2023
Interest Rate Swap and foreign currency non-delivery forwards Contracts	$	(3,229	)	$	601	Interest Expense and Operating Revenues	$	1,131	$	1,065

	Derivatives in Cash Flow Hedging Relationships
	Amount of Gain or (Loss)					Location of Gain or (Loss) Reclassified from Accumulated	Amount of Gain or (Loss) Reclassified from
	Recognized in OCI (Loss) on					OCI (Loss) into	Accumulated
	Derivatives					Income	OCI (Loss) into Income
	Nine Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,		September 30,
	2024			2023			2024		2023
Interest Rate Swap and foreign currency non-delivery forwards Contracts	$	(2,535	)	$	587	Interest Expense and Operating Revenues	$	3,314	$	5,219

Fair Value Measurements

The Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates in Colombia.

The fair values of derivatives used to manage interest rate risks are based on SOFR rates and interest rate swap curves. Measurement of our derivative assets and liabilities is considered a level 2 measurement. To carry out the swap valuation, the definition of the fixed leg (obligation) and variable leg (right) is used. Once the projected flows are obtained in both fixed and variable rates, the regression analysis is performed for prospective effectiveness test. The projection curve contains the forward interest rates to project flows at a variable rate and the discount curve contains the interest rates to discount future flows, using the one-month USD Libor curve.

As of ~~September~~March 3031, ~~2024~~2025, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. ~~See~~ See Note 78 – Debt. The fair value of long-term debt was calculated based on an analysis of future cash flows discounted at current market rates (which are level 2 inputs).

The following table summarizes the fair value and carrying amounts of our long-term debt:

~~Summary~~ Schedule of Fair Value and Carrying Amounts of Long Term Debt

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Fair Value	$	~~119~~107,~~062~~851	$	~~166~~109,~~041~~341
Carrying Value	$	~~122~~108,~~837~~409	$	~~163~~108,~~004~~220

16Note 10. Income Taxes

Note 9. Income Taxes

The Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti and ESW LLC are U.S. entities based in Florida subject to U.S. federal and state income taxes. Tecnoglass as well as the Company’s other subsidiaries in the Cayman Islands do not currently have any tax obligations.

The components of income tax expense are as follows:

	2024			2023			2024			2023
	2025			2024
	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2024			2023			2024			2023
	2025			2024
Current income tax
United States	$	(53,~~781~~634	)	$	(83,~~840~~832	)	$	~~(14,388~~	)	$	~~(15,300~~	)
Colombia		(1611,~~643~~552	)		(3,~~167~~808	)		~~(30,225~~	)		~~(40,490~~	)
Panama		(34	)		(51	)		(9	)		~~(11~~	)
Total current income tax		(2215,~~427~~190	)		(127,~~012~~641	)		~~(44,622~~	)		~~(55,801~~	)
Deferred income Tax
United States		~~381~~(1,413	)		(~~433~~1,178	)		~~132~~			~~(560~~	)
Colombia		2(1,~~068~~057	)		(32,~~002~~340	)		~~860~~			~~(7,005~~	)
Total deferred income tax		(2,~~449~~470	)		(3,~~435~~518	)		~~992~~			~~(7,565~~	)
Total income provision	$	(1917,~~978~~660	)	$	(1511,~~447~~159	)	$	~~(43,630~~	)	$	~~(63,366~~	)
Effective tax rate		2829.75	%		2527.13	%		~~27.6~~	%		~~30.1~~	%

The effective income tax rate for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 of 2829.75% ~~and~~approximates ~~27.6%,~~the ~~respectively,~~weighted asaverage ~~well~~statutory asrate ~~the~~of ~~effective~~30.2%. The effective income tax rate offor ~~25.1% during~~ the three months ended ~~September~~March 3031, ~~2023~~2024 ~~are~~of 27.3% is below the weighted average statutory rate ~~of 31.1%~~ as ~~of September 30, 2024 and 33.1% as of September 30, 2023 as~~ the Colombian subsidiaries which bear a higher corporate income tax rate recorded a proportionally lower share of the consolidated income.

Note 1011. Related Parties

The following is a summary of assets, liabilities, and income transactions with all related parties:

Schedule of Related Parties

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Due from related parties:
Alutrafic Led SAS		460		322
Fundación Tecnoglass-ESWindows		865		809
Prisma Glass LLC		400		281
Alutrafic Led SAS		736		629
Studio Avanti SAS		~~387~~416		~~460~~301
Due from other related parties		~~522~~841		~~324~~935
Total due from related parties	$	12,~~769~~858	$	12,~~387~~674
Due to related parties:
Vidrio Andino		56,~~792~~047		35,~~927~~660
Incantesimo SAS		-		2,500
Due to other related parties		3,825		4,204
Due to other related parties		1,562		1,071
Total due to related parties	$	9,872	$	9,864
Total due to related parties	$	7,354	$	7,498

Schedule of Sale to Related Parties

	2024		2023		2024		2023
	2025		2024
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Sales to related parties:
Prisma Glass LLC		~~301~~383		-193		~~809~~		-
Alutrafic Led SAS		~~298~~357		~~275~~139		~~676~~		~~640~~
Studio Avanti SAS		~~272~~238		64196		~~617~~		~~349~~
Sales to other related parties		1738		~~136~~10		50		~~311~~
Sales to related parties	$	~~888~~1,016	$	~~475~~538	$	~~2,152~~	$	~~1,300~~

1716

Alutrafic Led SAS

In the ordinary course of business, we sell products to Alutrafic Led SAS (“Alutrafic”), a fabricator of electrical lighting equipment. Affiliates of Jose Daes and Christian Daes, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, have an ownership stake in Alutrafic. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we sold $~~298~~357 ~~and $676~~ to Alutrafic, ~~respectively,~~ compared to $~~275~~139 ~~and $640~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, respectively. Additionally, we had outstanding accounts receivable from Alutrafic of $~~460~~736 and $~~322~~629 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Escenario Deportivos SAS

Escenarios Deportivos SAS is firm that specializes in the design and construction of sports facilities and installations owned by a family member of a Company officer. During the three months ended March 31, 2025, we recorded a spend of $399 for a sports facility located at our manufacturing facilities for use by our employees.

Fundacion Tecnoglass-ESWindows

Fundacion Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we operate. We made charitable contributions during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, of $~~830~~998, ~~and~~compared to $2749 during the three months ended March 31,~~401~~ 2024, respectively. Additionally, ~~compared~~ toFundación Tecnoglass-ESWindows owed us $~~1,023~~865 and $2809 as of March 31,~~556~~ ~~during~~2025 and December 31, 2024 on a loan we made to them for the ~~three~~construction ~~and~~of ~~nine~~a ~~months~~school ~~ended~~in ~~September~~the ~~30,~~local ~~2023,~~community ~~respectively~~where we operate.

Incantesimo SAS

On November 10, 2023, we acquired the 30% equity interest in ESMetals previously not owned by us for an aggregate of $5,500 from Incantesimo SAS, a Colombia domiciled company of which the primary beneficiary is Carlos Peña, who holds a senior management position at the Company. The Company paid $3,000 during November and December 2023, and the remaining $2,500 was paid in April, 2024.

Prisma-Glass LLC

In the ordinary course of business, we sell products to Prisma-Glass LLC, a distributer and installer of architectural systems in Florida that is owned and controlled by family members of Christian Daes. We sold $~~301~~383 ~~and $809~~ to Prisma-Glass LLC during the three ~~and~~months ~~nine~~ended March 31, 2025, compared to $193 during the three months ended ~~September~~March 3031, 2024,. ~~respectively,~~The ~~and~~Company had outstanding accounts receivable from Prisma-Glass of $~~400,~~293 and $~~281,~~375 as of ~~September~~March 3031, ~~2024,~~2025 and December 31, ~~2023~~2024, respectively.

Santa Maria del Mar SAS

In the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estación Santa Maria del Mar SAS, a gas station located in the vicinity of our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we purchased $~~474 and $736~~588, ~~respectively,~~ compared to $~~268~~151 ~~and $973~~ purchased during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024. Additionally, we ~~during~~finalized the ~~three~~purchase ~~months~~of ~~ended September 30, 2024, we purchased~~ a lot of land adjacent to our manufacturing facilities ~~from~~for ~~Santa~~$334 ~~Maria~~during ~~del~~the ~~Mar~~three ~~SAS~~months ~~for~~ended ~~$339~~March 31, 2025.

Studio Avanti SAS

In the ordinary course of business, we sell products to Studio Avanti SAS (“Avanti”), a distributer and installer of architectural systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling shareholder of the Company. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the Company had outstanding accounts receivable from Avanti of $~~387~~416 and $~~460~~301, respectively. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we sold $~~272~~238 ~~and $617~~ of products to Avanti, ~~respectively,~~ compared to $64196 ~~and $349~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024.

Vidrio Andino Joint Venture

On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party and paid for it with the issuance of an aggregate of 1,557,142 ordinary shares of the Company, valued at $7.00 per share, which represented an approximate 33% premium based on the closing stock price as of October 27, 2020.

The land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million if needed (based on debt availability as a first option).

1817

In the ordinary course of business, we purchased $89,~~925~~045 ~~and $23,019~~ of materials from Vidrio Andino during the three ~~and nine months~~ ended ~~September~~ ~~30,~~March ~~2024~~31, ~~respectively~~2025, compared to $6,~~912~~881 ~~and $20,869,~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024. We also had outstanding payables to Vidrio Andino of $56,~~792~~046 and $35,~~927~~660 as of March ~~September 30~~31, ~~2024~~2025, and December 31, ~~2023~~2024, respectively. We recorded equity method income of $1,~~394~~344 ~~and $3,677~~ on our Consolidated Statement of Operations during the three ~~and nine~~ months ended ~~September 30,~~March ~~2024~~31, ~~respectively~~2025, compared to $1,~~108~~046 ~~and $3,676~~ recorded during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024.

Zofracosta SA

We have an investment in Zofracosta SA, a real estate holding company located in the vicinity of the proposed glass plant being built through our Vidrio Andino joint venture, recorded at $~~731~~726 and $~~796~~690 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Affiliates of ~~Jose~~ Jose Daes and Christian Daes have a majority ownership stake in Zofracosta SA.

Note 1112. Shareholders’ Equity

Dividends

On ~~September~~March 512, ~~2024~~2025, the Company declared a regular quarterly dividend of $0.1115 per share, or $0.4460 per share on an annualized basis. The dividend was paid on ~~October~~April 3130, ~~2024~~2025, to shareholders of record as of the close of business on ~~September~~March 3031, ~~2024~~2025. ~~On November 6, 2024, the Board of Directors approved an increase on the quarterly dividend to $0.15 per share, or $0.60 per share on an annualized basis.~~

Earnings per Share

The following table sets forth the computation of the basic and diluted earnings per share for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~ 2024:

	2024		2023		2024		2023
	2025		2024
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Numerator for basic and diluted earnings per share
Net Income attributable to parent	$	4942,~~535~~189	$	4529,~~863~~730	$	~~114,293~~	$	~~146,543~~
Denominator
Denominator for basic earnings per ordinary share - weighted average shares outstanding		46,~~996~~989,~~554~~948		4746,~~599~~996,~~339~~708		~~46,996,655~~		~~47,649,037~~
Effect of dilutive securities and stock dividend				-				-
Denominator for diluted earnings per ordinary share - weighted average shares outstanding		46,~~996~~989,~~554~~948		4746,~~599~~996,~~339~~708		~~46,996,655~~		~~47,649,037~~
Basic earnings per ordinary share	$	10.0590	$	0.9663	$	~~2.43~~	$	~~3.08~~
Diluted earnings per ordinary share	$	10.0590	$	0.9663	$	~~2.43~~	$	~~3.08~~

19Note 13. Commitments and Contingencies

Note 12. Commitments and Contingencies

Commitments

As of ~~September~~March 3031, ~~2024~~2025, the Company had outstanding obligations to purchase an aggregate of at least $4988,~~351of~~713 of certain raw materials from a a specific supplier before ~~November~~February 3028, 2030, and an aggregate of at least $98,~~605~~093 of certain raw materials from a specific supplier through 2028.

On May 3, 2019, we consummated a joint venture agreement with Saint-Gobain whereby we acquired a 25.8% minority ownership interest in Vidrio Andino. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million was contributed through a parcel of land to be used for the building of a second factory. On October 28, 2020, the land was paid for through the issuance of an aggregate of 1,557,142 ordinary shares of the Company, at $7.00 per share, which represented an approximate 33% premium based on the Company´s share price as of October 27, 2020.

The joint venture agreement includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our primary manufacturing facility, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million to be paid if needed (based on debt availability as a first option).

General Legal Matters

From time to time, the Company is involved in legal matters arising in the regular course of business. Some disputes are derived directly from our construction projects, related to supply and installation, and even though deemed ordinary, they may involve significant monetary damages. We are also subject to other type of litigations arising from employment practices, worker’s compensation, automobile claims and general liability. It is very difficult to predict precisely what the outcome of these litigations might be. However, with the information at our disposition as this time, there are no indications that such claims will result in a material adverse effect on the business, financial condition or results of operations of the Company.

2018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us” or “our” are to Tecnoglass Inc., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.

Overview

We are experienced and highly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting. Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and other components. Our dedicated and knowledgeable team serves a diverse range of commercial and residential construction projects worldwide, guaranteeing outstanding products and seamless installation services. With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have earned #1 spot in the Forbe’s list of America’s 100 most successful small-cap companies for 2024, and developed a leadership position in each of our core markets. In the United States, which is our largest market, we were ranked as the third largest glass fabricator serving the United States in 2023 by Glass Magazine. In addition, we believe we are the leading glass transformation company in Colombia. Our customers, which include developers, general contractors or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to exceptional service.

With over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products. Our offerings include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers. In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically designed for window manufacturing.

Our products are manufactured in a 5.6 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific. Our products can be found on some of the most distinctive buildings in these regions, including 100 Hood Park Drive (Boston), 601 West 29^th St (New York). Norwegian Cruise Line Terminal B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge), AE’O Tower (Honolulu), Salesforce Tower (San Francisco), and One Thousand Museum (Miami). Our track record of successfully delivering high profile projects has earned us an increasing number of opportunities across the United States, evidenced by our expanding backlog and overall revenue growth.

Our structural competitive advantage is underpinned by our low-cost manufacturing footprint, vertically integrated business model and geographic location. Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities. Our lower cost manufacturing footprint allows us to offer competitive prices for our customers, while also providing innovative, high quality and high value-added products, together with consistent and reliable service. We have historically generated high margin organic growth based on our position as a value-added solutions provider for our customers.

We have a strong presence in the Florida market, which represents a substantial portion of our revenue stream and backlog. Our success in Florida has primarily been achieved through sustained organic growth, with further penetration now taking place into other highly populated areas of the United States. As part of our strategy to become a fully vertically integrated company, we have supplemented our organic growth with some acquisitions that have allowed us added control over our supply chain allowed for further vertical integration of our business and will act as a platform for our future expansion in the United States. In 2016, we completed the acquisition of ESW, which gave us control over the distribution of products into the United States from our manufacturing facilities in Colombia. In March 2017, we completed the acquisition of GM&P, a consulting and glazing installation business that was previously our largest installation customer.

2119

On May 3, 2019, we consummated the joint venture agreement with Saint-Gobain, acquiring a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain, solidifying our vertical integration strategy by acquiring an interest in the first stage of our production chain, while securing ample glass supply for our expected production needs. Additionally, in April 2019, we acquired a 70% equity interest in ESMetals, which has been consolidated in our financial statements since. In November 2023, we acquired the remaining 30% equity interest in ESMetals. ESMetals is a Colombian entity that serves as a metalwork contractor to supply us with steel accessories used in the assembly of certain architectural systems as part of our vertical integration strategy.

The continued diversification of the group’s presence and product portfolio is a core component of our strategy. In particular, we are actively seeking to expand our presence in United States outside of Florida. We also launched a residential window offering which, we believe, will help us expand our presence in the United States and generate additional organic growth. We believe that the quality of our products, coupled with our ability to price competitively given our structural advantages on cost, will allow us to generate further growth in the future.

We have focused on working with The Power of Quality, always making sure that our vision of sustainability is immersed into every aspect of our business, including social, environmental, economic and governance variables, that help us make decisions and create value for our stakeholders. We carry out a series of initiatives based on our global sustainability strategy, which is supported on three fundamental pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering our environment. As part of this strategy, we have voluntarily adhered to UN Global Compact Principles since 2017 and in pursuit of our cooperation with the attainment of the SDGs joined in 2021 a program to dynamize, strengthen and make visible the management of greenhouse gas emissions as a carbon neutral strategy set out by the Colombian government for 2050.

RESULTS OF OPERATIONS

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2024			2023			2024			2023
	2025			2024
Operating Revenues	$	~~238~~222,~~327~~288		$	~~210~~192,~~743~~627		$	~~650,608~~		$	~~638,662~~
Cost of sales		(~~129~~124,~~094~~763	)		(~~120~~117,~~216~~967	)		~~(377,138~~	)		~~(330,710~~	)
Gross profit		~~109~~97,~~233~~525			9074,~~527~~660			~~273,470~~			~~307,952~~
Operating expenses		(4142,~~538~~472	)		(2933,~~515~~638	)		~~(113,619~~	)		~~(98,759~~	)
Operating income		67,695			61,012			159,851			209,193
Other operating income		4,276			-
Non-operating income and expenses, net		1,365			605			5,176			3,517
Operating income		59,329			41,022
Equity method income		1,394			1,108			3,677			3,676
Non-operating income and expenses, net		1,016			1,080
Foreign currency transactions gains (losses)		870			1,142			(4,858	)		931
Equity method income		1,344			1,046
Interest Expense and deferred cost of financing		(1,811	)		(2,325	)		(5,923	)		(6,919	)
Foreign currency transactions losses, net		(509	)		(153	)
Income tax provision		(19,978	)		(15,447	)		(43,630	)		(63,366	)
Interest Expense and deferred cost of financing		(1,331	)		(2,106	)
Net income		49,535			46,095			114,293			147,032
Income tax provision		(17,660	)		(11,159	)
Income attributable to non-controlling interest		-			(232	)		-			(489
Net income	$	42,189		$	29,730
Income attributable to parent	$	49,535		$	45,863		$	114,293		$	146,543

Comparison of quarterly periods ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024

Revenues

Operating revenues increased $2729.67 million, or 1315.14%, from $~~210~~192.76 during the quarter ended ~~September~~March 3031, ~~2023~~2024, to $~~238~~222.3 million, during the quarter ended ~~September~~March 3031, ~~2024~~2025. Strong revenues during the ~~third~~first quarter of ~~2024~~2025 were driven by strong activity in the U.S market, where revenues increased $2728.85 million, or 1315.95% year over year, ~~from~~to $~~200~~212.35 million during the quarter ended ~~September~~March 3031, ~~2023, to $228~~2025.2 ~~million during the quarter ended September 30, 2024.~~ The increase was driven by higher residential revenues, up $2115.98 million, or 2521.06% year over year, resulting from strong demand momentum since ~~the beginning of~~ 2024. Commercial market revenues increased $513.79 million, or 411.6% year over year, as we continue to execute on our growing backlog. Revenues from Latin-America increased ~~remained~~$9.8 ~~stable~~million, ator ~~approximately $10~~14.10% ~~million~~ year over year.

Gross profit

Gross profit increased $182.79 million, or 2030.76%, from $9074.57 million during the three months ended ~~September~~March 3031, ~~2023~~2024, to $~~109~~97.25 million, during ~~the~~ the three months ended ~~September~~March 3031, ~~2024~~2025. The gross profit margin during the three months ended ~~September~~March 3031, ~~2024~~2025, was 4543.89%, up from 43 38.08% during the ~~third~~first quarter of ~~2023~~2024, primarily related to ~~favorable~~better pricing ~~dynamic,~~on acertain ~~more~~residential ~~profitable~~market ~~revenue mix~~products, asimproved ~~residential sales~~operating ~~(with~~leverage, noand a ~~installation)~~favorable ~~represent~~FX ~~46.0%~~dynamic ofimpacting our ~~total~~COP ~~revenues~~denominated ~~in 2024~~costs, ~~compared~~as tothe ~~41.~~Colombian peso depreciated 7.1% inagainst ~~2023~~the U.S. dollar year over year.

Expenses

Operating expenses increased $128.08 million, or 4026.73%, from $2933.56 million to $4142.5 million for the quarters ended ~~September~~March 3031, ~~2023~~2024 and ~~2024~~2025, respectively. The increase resulted primarily from ~~higher~~recent ~~administrative~~Tariffs ~~and~~on imports into the U.S. which generated $4.7 million expense. Additionally, selling, ~~expenses~~general toand ~~support~~administrative aexpenses grew to larger operation and ongoing geographical expansion over the US market, including ~~as well as~~ inflation ~~adjusted~~adjustment increases on ~~administrative~~personnel ~~expenses~~expense ~~such as salaries~~ and ~~others~~fees.

2220

~~Non-operating~~Other operating income ~~and expenses, net~~

During the three months ended ~~September~~March 3031, ~~2024 and 2023~~2025, the Company recorded ~~net~~other ~~non-~~operating income of $1.4.3 million ~~and~~related ~~$0.6~~to ~~million,~~a ~~respectively. Non-operating~~gain ~~income~~on isthe ~~comprised~~ sale of ~~interest~~an ~~income from short term investments~~aircraft, aswithout ~~well~~any ascomparable ~~non-operating~~income ~~expenses~~during ~~related to certain charitable contributions outside of~~ the ~~Company’s~~prior ~~direct~~year ~~sphere of influence~~period.

Non operating income and expenses, net

During the three months ended March 31, 2025, and 2024, the Company recorded net non-operating income of $1.0 million and $1.1 million, respectively. Equity method income from our joint venture with Saint Gobain increased $0.3 million, or 28.5%, to 1.3 million during the quarter ended March 31, 2025, compared to $1.0 million recorded during the quarter ended March 31, 2024.

Foreign currency transaction gains and losses

During the three months ended ~~September~~March 3031, ~~2024~~2025, the Company recorded a non-operating ~~gain~~loss of $0.95 million associated with foreign currency ~~transactions~~ transactions compared to a net non-operating ~~gain~~loss of $10.12 million during the three months ended ~~September~~March 3031, ~~2023~~2024.

Interest Expense and deferred cost of financing

Interest expense and deferred cost of financing decreased $0.58 million, or 2236.18%, to $1.83 million during the quarter ended ~~September~~March 3031, ~~2024~~2025, as as the Company voluntarily prepaid $~~47.0~~62 million during ~~the~~2024 ~~year~~ to reduce its debt balance and benefited from having a favorable interest ~~rate~~ rate hedge in place for 100% of its outstanding syndicated debt after giving effect to the voluntary prepayments.

Income Taxes

~~The~~We ~~effective~~recorded income tax ~~rate~~expense of 28$17.7% and 25$11.1%2 ~~for~~million during the three months ended ~~September~~March 3031, ~~2024,~~2025 and ~~2023~~2024, respectively,. ~~are~~The ~~below the average~~effective ~~statutory~~income ~~rates~~tax rate of 3129.15% ~~and~~for ~~33.1%~~the ~~during~~three ~~each~~months ofended ~~those~~March ~~periods~~31, ~~respectively,~~2025 asapproximates the ~~proportion~~statutory oftax ~~our taxable income shift jurisdictions resulting from new developments of our product designs, trademarks and other intellectual property rights~~rate.

As a result of the foregoing, the Company recorded net income for the three months ended ~~September~~March 3031, ~~2024,~~2025 of $4942.53 million compared to ~~net~~ net income of $4629.17 million for the three months ended ~~September~~March 3031, ~~2023~~2024.

Comparison of nine-month periods ended September 30, 2024 and 2023

Revenues

Operating revenues during the nine months ended September 30, 2024 was $650.6 million, compared to $638.7 million during the nine months ended September 30, 2023, an increase of $11.9 million or 1.9%, year over year. Revenues from the U.S residential market increased $20.3 million, or 7.9%, from $258.3 million in 2023, to $278.6 million in 2024, resulting from strong demand since the beginning of 2024. Revenues from the commercial market decreased $8.3 million, or 2.2% year over year, impacted by high interest and mortgage rates.

Gross profit

Gross profit during the nine months ended September 30, 2024, was $273.5 million, a decrease of $34.5 million, or 11.2%, from $308.0 million during the nine months ended September 30, 2023. The gross profit margin during the nine months ended September 30, 2024, decreased to 42.0% from 48.2% during the nine months ended September 30, 2023, primarily related to a 9.8% appreciation of the Colombian Peso impacting our costs denominated in Colombian Pesos against our predominantly US Dollar revenue stream. Additionally, the year over year comparison was also impacted by higher salaries which were adjusted at the beginning of the year and higher headcount to adjust for ongoing growth.

Expenses

Operating expenses increased $14.9 million, or 15.0%, from $98.8 million to $113.6 million for the nine months ended September 30, 2023 and 2024, respectively. The increase was mainly driven by administrative salary adjustments, operating headcount increase, and a negative effect in COP denominated amounts related to a 9.8% appreciation of the Colombian Peso against US Dollar over the period.

Non-operating income and expenses, net

During the nine months ended September 30, 2024 and 2023, the Company recorded non-operating income of $5.2 and $3.5 million, respectively. Non-operating income for the period is comprised primarily of interest income from short-term investments, income from rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence.

Foreign currency transaction gains and losses

During the nine months ended September 30, 2024, the Company recorded a non-operating net loss of $4.9 million associated with foreign currency transactions, compared to a net gain of $0.9 million during the nine months ended September 30, 2023.

Interest Expense

Interest expense and deferred cost of financing decreased $1.0 million, or 14.4%, to $5.9 million during the nine months ended September 30, 2024, from $6.9 million during the nine months ended September 30, 2023, as the Company voluntarily prepaid $47.0 million to reduce its debt balance and benefited from having a favorable interest rate hedge in place for 100% of its outstanding debt.

Income Taxes

The effective income tax rate of 27.6% and 30.1% for the nine months ended September 30, 2024, and 2023, respectively, are below the average statutory rates of 31.1% and 33.1% during each of those periods, respectively, as the proportion of our taxable income shift jurisdictions resulting from new developments of our product designs, trademarks and other intellectual property rights.

As a result of the foregoing, the Company recorded a net income for the nine months ended September 30, 2024 of $114.3 million compared to $147.0 million for the nine months ended September 30, 2023.

Liquidity

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had cash and cash equivalents of approximately $~~122~~157.13 million and $~~129~~134.59 million, respectively. Additionally, we currently have approximately $175.0 million available under ~~different~~several lines of credit.

We anticipate that the Company will continue to generate positive cashflow from operating activities ~~through~~throughout the remainder of the year, which we believe, in addition to our current liquidity position, provides ample flexibility to service our obligations through the next twelve months.

2421

Capital Resources

We transform glass and aluminum into high specification architectural glass and custom-made aluminum profiles which require significant investments in state-of-the-art technology. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, we made investments primarily in building and construction and machinery and equipment in the amounts of $5930.4 million and $739.89 million, respectively. Additionally, we acquired $11.1 million and $1.3 million of property plant and equipment under credit during the three months ended March 31, 2025, and 2024, respectively. These investments across our vertically-integrated operations include further automating our glass and window assembly production lines, adding glass production lines, expanding our aluminum facilities, putting new vinyl windows lines to penetrate this new product segment and purchasing land to grow beyond current installed capacity. The Company estimates that current manufacturing operating capacity has reached approximately $1.2 billion which does not account for incremental installation revenue capacity. Additionally, the Company expects the resulting increase in output to improve efficiency throughout its operations while reducing material waste and overall lead times.

Cash Flow from Operations, Investing and Financing Activities

	Nine months ended September 30,
	Three months ended March 31,
	2024			2023
	2025			2024
Cash Flow provided by Operating Activities	$	~~109~~46,~~406~~898		$	9433,~~486~~447
Cash Flow used in Investing Activities		(5118,~~486~~190	)		(6210,~~497~~192	)
Cash Flow used in Financing Activities		(637,~~400~~437	)		(2016,~~931~~686	)
Effect of exchange rates on cash and cash equivalents		(1,~~938~~149	)		~~4,243~~(196	)
Cash Balance - Beginning of Period		~~129~~134,~~508~~882			~~103~~129,~~672~~508
Cash Balance - End of Period	$	~~122~~157,~~090~~302		$	~~118~~135,~~973~~881

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, operating activities generated approximately $~~109~~46.49 million and $9433.54 million, respectively. The main sources of operating cash during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, were driven by contract assets and liabilities, and ~~trade~~taxes ~~accounts~~ payable. Contract assets and liabilities generated $1523.91 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, mostly due to an increase in billings in excess of costs, as main projects are being executed, and large projects from our backlog are starting operations; compared to $138.10 million ~~generated~~used during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, as we executed on our growing backlog. In addition, ~~trade accounts~~ taxes payable generated $1015.17 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024 mainly as a result of our growing operation~~2025, ~~while~~related ~~our~~to ~~days~~higher ~~payable~~income ~~outstanding~~tax ~~remain~~provision ~~moderately~~as ~~stable~~a ~~and~~result ~~decreasing~~of ~~year~~recent record-breaking ~~over year~~quarters, compared with $87.41 million ~~generated~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The largest use of cash in operating activities was trade accounts ~~payable~~receivables, which used $3819.80 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared with a ~~use~~ generation of $103.48 million during the prior year period, driven by a pick -up in pace of large commercial installation jobs during the ~~third~~first quarter of ~~2024~~2025, which entail longer cash cycles. Additionally, ~~taxes~~other ~~payable~~assets used $2214.29 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared ~~resulted~~with ~~from~~$9.2 ~~taxes~~million ~~being~~used ~~paid~~ during ~~the~~ ~~period, as~~ the ~~Colombian~~three ~~subsidiaries~~months ~~fully~~ended ~~paid~~March ~~their~~31, ~~2023~~2024, ~~income~~comprised ~~tax~~primarily ~~during~~of ~~the~~prepaid ~~second~~value ~~quarter~~added taxes of ~~2024~~Colombian operations.

We used $5118.52 million and $6210.52 million in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, respectively. ~~The~~ The main use of cash in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, was related to scheduled payments on previous investments to increase capacity and efficiency as well as new investments in land and equipment. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we paid $5330.94 million to acquire property plant and equipment~~, which in combination with $5~~.5 ~~million acquired under credit or debt, amount to total capital expenditures of $59.4 million.~~ During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, we used $629.29 million for the acquisition of property and equipment. ~~Including assets acquired with debt or supplier credit, total capital expenditures during the period were $73.8 million.~~

Financing activities used $637.4 million and $2016.97 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, respectively. ~~On April 10, 2024, we paid $2,500 to Incantesimo SAS, related to the acquisition of the remaining 30% equity interest of ES Metals.~~ We paid $147.~~6 million~~0 million and $124.2 million of dividends to holders of our ordinary shares during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, respectively. ~~Additionally, during the nine months ended September 30, 2024, we used $49.0 million to repay debt from our Senior Secured Line of Credit and other smaller facilities.~~

Off-Balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to ongoing market risk related to changes in foreign currency exchange rates and commodity market prices.

Previously, a rise in interest rates could negatively affect the cost of financing for a significant portion of our debt with variable interest rates. However, following recent repayments in 2024 only an immaterial portion of our debt is exposed to market risk, net of the effect from interest rate hedging derivative financial instruments further described in the footnotes to the financial statements, and fluctuations in interest rates would not have a significant impact on our cost of financing.

We are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Some of our subsidiaries’ operations are based in Colombia, and primarily transact business in local currency. Approximately ~~2.5~~25% of our consolidated revenues and ~~25.7~~3% of our costs and expenses are effectively incurred in Colombian pesos, thereby mitigating some of of the risk associated with changes in foreign exchange rates. This portion of costs and expenses denominated in Colombian Peso excludes certain items which are transacted in Colombia using Colombian Peso but are priced in U.S. Dollars or are otherwise indexed to U.S. Dollar rates. ~~Thus5~~Thus a 5% appreciation of the Colombian Peso relative to the US Dollar would result in our quarter revenues increasing by $0.~~9 million~~3 million and our costs and expenses increasing by approximately $72.34 million, resulting in a $62.41 million decrease to net earnings based on results for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

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Similarly, a significant portion of the monetary assets and liabilities of these subsidiaries are generally denominated in US Dollars, while their functional currency is the Colombian peso, thereby resulting in gains or losses from remeasurement of assets and liabilities using the end of period spot exchange rate. These subsidiaries have both monetary assets and monetary liabilities denominated in US Dollars, thereby mitigating some of the risk associated with changes in foreign exchange rate. Furthermore, we record a portion of the non-cash foreign currency transaction gains and losses from remeasurement of certain intercompany loans as other comprehensive income. Net of this, the Colombian subsidiaries’ US Dollar denominated monetary liabilities exceed their monetary assets by $2015.5 million, such that a 1% devaluation of the Colombian peso will result in a loss of $0.2 million recorded in the Company’s Consolidated Statement of Operations as of ~~September~~March 3031, ~~2024~~2025.

Additionally, the results of the foreign subsidiaries must be translated into US Dollars, our reporting currency, in the Company’s consolidated financial statements. The currency translation of the financial statements using different exchange rates, as appropriate, for different parts of the financial statements generates a translation adjustment, which is recorded within other comprehensive income on the Company’s Consolidated Statement of Comprehensive Income and Consolidated Balance Sheet.

We are also subject to market risk exposure related to volatility in the prices of aluminum, one of the principal raw materials used for our manufacturing. The commodities markets, which include the aluminum industry, are highly cyclical in nature, and as a result, prices can be volatile. Commodity costs are influenced by numerous factors beyond our control, including general economic conditions, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Our selling prices are also impacted by changes in commodity costs base our pricing of aluminum products based on the quoted price on the London Metals Exchange plus a manufacturing premium with the intention of aligning cost of our raw materials with selling prices to attempt to pass commodity price changes through to our customers.

We cannot accurately estimate the impact a one percent change in the commodity costs of would have on our results of operation, as the change in commodity costs would both impact the cost to purchase materials and our selling prices. The impact to our results of operations depends on the conditions of the market for our products, which could impact our ability to pass commodities costs to our customers.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We performed an evaluation required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of Tecnoglass Inc.´s design and operating effectiveness of the internal controls over financial reporting as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, were effective as of ~~September~~March 3031, ~~2024~~2025 in order to provide reasonable assurance that the information disclosed in our reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For the quarter ended ~~September~~March 3031, ~~2024~~2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, except as follows:

Risks Related to Colombia and Other Countries Where We Operate

Our business could be negatively impacted by newly imposed U.S. tariffs and ongoing trade tensions between the U.S. and Colombia.

On April 2, 2025, President Donald Trump declared a shift in U.S. trade policy, announcing “Tariff Liberation Day.” As part of this initiative, a universal 10% tariff was imposed on imports from all countries, including Colombia, effective April 5, 2025. Additionally, a second tier of higher “reciprocal” tariffs targeting countries deemed to have unfair trade practices was declared to go into effect on April 9, 2025. While Colombia was not explicitly named among those subject to elevated tariffs, the inclusion of Colombian exports under the universal tariff lead to increased uncertainty and cost pressures on our operations.

Although no “reciprocal” tariff initiative against Colombia is active as of the date of this report, this new tariff regime underscores the unpredictability of U.S. trade policy and its potential impact on companies with international manufacturing operations. Given that our manufacturing facility is based in Colombia and 96% of our sales for the fiscal year ended December 31, 2024, occurred in the United States, the imposition of even baseline tariffs could materially impact our production costs, supply chain efficiency, and price competitiveness.

Although the U.S. International Trade Commission recently reversed anti-dumping duties on Colombian aluminum imports—finding no evidence of dumping or harm to U.S. producers—the risk of renewed trade actions, shifting tariffs, or further escalation in protectionist measures remains. Any such developments could negatively affect our financial performance.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase activity for each of the three months in the period ended ~~September~~March 3031, ~~2024~~2025, was as follows:

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
July 1-31, 2024		-	$	-		-	$	-
January 1-31, 2025		-	$	-	$	-
August 1-31, 2024		-	$	-		-	$	-
February 1-28, 2025		-		-		-
September 1-30, 2024		200	$	51.7		-	$	26,527,637
March 1-31, 2025		1,610		76.93		-
		200	$	51.7		-
		1,610	$	76.93	$	-	$	76,527,637

(1) On ~~June~~November 273, ~~2024~~2022, the ~~Company~~Board ~~repurchased~~of ~~100~~Directors ~~ordinary~~authorized ~~shares~~the inpurchase aof ~~transaction~~up ~~not~~to ~~completed~~$50 ~~under~~million of the Company’s ~~stock~~common ~~buyback~~shares, which authorization was subsequently increased to up to $100 million in November 2024. The program does not obligate the Company to acquire a minimum number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

Item 5. Other Information

During the three months ended ~~September~~March 3031, ~~2024~~2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Financial statements from the Quarterly Report on Form 10-Q of Tecnoglass Inc. for the quarter ended ~~September~~March 3031, ~~2024~~2025, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statement of Cash Flows and (v) Notes to Unaudited Condensed Consolidated Financial Statements, as blocks of text and in detail.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TECNOGLASS INC.
	By:	/s/ Jose M. Daes
		Jose M. Daes
		Chief Executive Officer
		(Principal executive officer)
	By:	/s/ Santiago Giraldo
		Santiago Giraldo
		Chief Financial Officer
		(Principal financial and accounting officer)
Date: November 7, 2024
Date: May 8, 2025

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