# Tecnoglass (TGLS) 10-Q SEC filing - Q2 FY2026
- Filed: Aug 6, 2026, 4:30 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001493152-26-036362
- OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-036362
- Markdown URL: https://www.opencapital.sh/filings/0001493152-26-036362.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/0001493152-26-036362-index.htm
## Filing documents
- [10-Q (form10-q.htm)](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/form10-q.htm)
- [EX-31.1 (ex31-1.htm)](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex31-1.htm)
- [EX-31.2 (ex31-2.htm)](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex31-2.htm)
- [EX-32 (ex32.htm)](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex32.htm)
---
## 10-Q
SEC source: [form10-q.htm](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/form10-q.htm)
**UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM10-Q**
**(MARK
ONE)**
**☒** **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the quarterly period ended June 30, 2026**
**☐** **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
HOLDINGS INC.**
(Exact
Name of Registrant as Specified in Its Charter)
**Florida** **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 August 3, 2026, there were 44,364,616 ordinary shares, $0.0001 par value per share, outstanding.
**TECNOGLASS
HOLDINGS INC.**
**FORM
10-Q FOR THE PERIOD ENDED JUNE 30, 2026**
**TABLE
OF CONTENTS**
| | | Page |
| --- | --- | --- |
| [Part I. Financial Information](#a_001) | | |
| | [Item 1. Financial Statements (Unaudited)](#a_002) | 3 |
| | [Condensed Consolidated Balance Sheets](#a_003) | 3 |
| | [Condensed Consolidated Statements of Operations and Other Comprehensive Income](#a_004) | 4 |
| | [Condensed Consolidated Statements of Cash Flows](#a_005) | 5 |
| | [Condensed Consolidated Statements of Shareholders’ Equity](#a_006) | 6 |
| | [Notes to Condensed Consolidated Financial Statements](#a_007) | 7 |
| | [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#pp_001) | 19 |
| | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](#pp_002) | 22 |
| | [Item 4. Controls and Procedures](#pp_003) | 23 |
| [Part II. Other Information](#pp_004) | | |
| | [Item 1. Legal Proceedings](#pp_005) | 24 |
| | [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#pp_006) | 24 |
| | [Item 5. Other Information](#pp_007) | 25 |
| | [Item 6. Exhibits](#pp_008) | 25 |
| [Signatures](#pp_009) | | 26 |
**PART
I - FINANCIAL INFORMATION**
**Item
1. Financial Statements** (Unaudited).
**Tecnoglass Holdings Inc. and Subsidiaries**
### Condensed Consolidated Balance Sheets
_(In thousands, except share and per share data) · (Unaudited)_
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| ASSETS | | |
| Current assets: | | |
| Cash and cash equivalents | $80,814 | $100,901 |
| Investments | 3,466 | 3,150 |
| Trade accounts receivable, net | 287,466 | 239,448 |
| Due from related parties | 2,075 | 2,002 |
| Inventories | 271,595 | 213,524 |
| Contract assets – current portion | 29,701 | 31,809 |
| Other current assets | 55,082 | 62,724 |
| Total current assets | $730,199 | $653,558 |
| Long-term assets: | | |
| Property, plant and equipment, net | $562,122 | $476,159 |
| Long term accounts receivable | 1,887 | 1,730 |
| Deferred income taxes | 329 | 1,257 |
| Contract assets – non-current | 28,414 | 20,506 |
| Intangible assets | 13,808 | 12,959 |
| Goodwill | 30,059 | 30,059 |
| Equity method investment | 55,656 | 57,443 |
| Other long-term assets | 7,417 | 6,721 |
| Total long-term assets | 699,692 | 606,834 |
| Total assets | $1,429,891 | $1,260,392 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | |
| Current liabilities: | | |
| Short-term debt and current portion of long-term debt | $6,156 | $427 |
| Trade accounts payable and accrued expenses | 178,854 | 127,228 |
| Due to related parties | 8,895 | 10,881 |
| Dividends payable | 6,675 | 6,730 |
| Contract liability – current portion | 173,825 | 149,442 |
| Other current liabilities | 18,250 | 57,038 |
| Total current liabilities | $392,655 | $351,746 |
| Long-term liabilities: | | |
| Deferred income taxes | $28,181 | $22,404 |
| Contract liability – non-current | 1,045 | 1,988 |
| Long-term debt | 219,238 | 171,202 |
| Total long-term liabilities | 248,464 | 195,594 |
| Total liabilities | $641,119 | $547,340 |
| SHAREHOLDERS’ EQUITY | | |
| Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026, and December 31, 2025 respectively | - | - |
| Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,389,046 shares issued, and 44,364,716 shares outstanding at June 30, 2026; and, 46,389,146 shares issued, and 44,737,726 shares outstanding at December 31, 2025 | 5 | 5 |
| Treasury stock | (95,679) | (79,218) |
| Legal Reserves | 1,458 | 1,458 |
| Additional paid-in capital | 153,353 | 153,358 |
| Retained earnings | 713,697 | 670,558 |
| Accumulated other comprehensive (loss) | 15,938 | (33,109) |
| Shareholders’ equity attributable to controlling interest | 788,772 | 713,052 |
| Total liabilities and shareholders’ equity | $1,429,891 | $1,260,392 |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
**Tecnoglass Holdings Inc. and Subsidiaries**
### Condensed Consolidated Statements of Operations and Other Comprehensive Income
_(In thousands, except share and per share data) · (Unaudited)_
| Line item | 2026 / Three months ended / June 30, | 2025 / Three months ended / June 30, | 2026 / Six months ended / June 30, | 2025 / Six months ended / June 30, |
| --- | --- | --- | --- | --- |
| Operating revenues: | | | | |
| External customers | $294,571 | $254,145 | $542,962 | $475,417 |
| Related parties | 720 | 1,401 | 1,341 | 2,417 |
| Total operating revenues | 295,291 | 255,546 | 544,303 | 477,834 |
| Cost of sales | (185,257) | (141,211) | (338,435) | (265,974) |
| Gross profit | 110,034 | 114,335 | 205,868 | 211,860 |
| Operating expenses: | | | | |
| Selling expense | (45,081) | (29,730) | (67,981) | (53,347) |
| General and administrative expense | (28,409) | (23,405) | (56,402) | (42,260) |
| Total operating expenses | (73,490) | (53,135) | (124,383) | (95,607) |
| Other Operating income | - | 4 | - | 4,280 |
| Operating income | 36,544 | 61,204 | 81,485 | 120,533 |
| Non-operating income, net | 644 | 588 | 1,500 | 1,604 |
| Equity method (loss) income | (231) | 942 | (129) | 2,286 |
| Foreign currency transactions gains | 5,213 | 847 | 6,130 | 338 |
| Interest expense, net and deferred cost of financing | (3,520) | (1,350) | (6,543) | (2,681) |
| Income before taxes | 38,650 | 62,231 | 82,443 | 122,080 |
| Income tax provision | (14,095) | (18,148) | (25,997) | (35,808) |
| Net income | $24,555 | 44,083 | 56,446 | $86,272 |
| Basic income per share | $0.55 | 0.94 | 1.27 | $1.84 |
| Diluted income per share | $0.55 | 0.94 | 1.27 | $1.84 |
| Basic weighted average common shares outstanding | 44,364,801 | 46,988,155 | 44,497,265 | 46,989,650 |
| Diluted weighted average common shares outstanding | 44,364,801 | 46,988,155 | 44,497,265 | 46,989,650 |
| Other comprehensive income: | | | | |
| Foreign currency translation adjustments | 35,693 | 13,260 | 48,905 | 32,836 |
| Change in fair value of investments available for sale and derivative contracts | (50) | 785 | 142 | 148 |
| Other comprehensive income | 35,643 | 14,045 | 49,047 | 32,984 |
| Total Comprehensive income | $60,198 | $58,128 | $105,493 | $119,256 |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
**Tecnoglass Holdings Inc. and Subsidiaries**
### Condensed Consolidated Statements of Cash Flows
_(Amounts in thousands) · (Unaudited)_
| Line item | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net income | $56,446 | 86,272 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| Allowance for credit losses | 1,322 | 987 |
| Depreciation and amortization | 21,367 | 16,479 |
| Deferred income taxes | 5,009 | 2,002 |
| Equity method income | 129 | (2,286) |
| Gain on disposal of assets | 487 | (4,254) |
| Deferred cost of financing | 307 | 556 |
| Realized gain on derivative instruments | 1,181 | - |
| Unrealized currency translation gains | (15,956) | (8,718) |
| Other non-cash adjustments | 31 | 391 |
| Changes in operating assets and liabilities: | | |
| Trade accounts receivable | (32,334) | (20,376) |
| Inventories | (35,818) | (23,996) |
| Prepaid expenses | (2,691) | (2,529) |
| Other assets | 19,953 | (3,248) |
| Trade accounts payable and accrued expenses | 31,340 | 21,802 |
| Taxes payable | (39,160) | (18,513) |
| Labor liabilities | (1,810) | 87 |
| Other liabilities | 178 | 15 |
| Contract assets and liabilities | 3,668 | 21,387 |
| Related parties | (2,533) | (1,298) |
| CASH PROVIDED BY OPERATING ACTIVITIES | $11,116 | 64,760 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| Dividends received | 2,257 | 8,914 |
| Business acquisition | - | (6,841) |
| Purchase of investments | (600) | (73) |
| Sale of property and equipment | - | 12,312 |
| Acquisition of property and equipment | (52,662) | (62,939) |
| CASH USED IN INVESTING ACTIVITIES | $(51,005) | (48,627) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Cash dividend | (13,364) | (14,095) |
| Share repurchases | (16,466) | (339) |
| Proceeds from debt | 63,810 | 3,613 |
| Repayments of debt | (15,731) | (4,103) |
| CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | $18,249 | (14,924) |
| Effect of exchange rate changes on cash and cash equivalents | $1,553 | 1,816 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (20,087) | 3,025 |
| CASH AND CASH EQUIVALENTS - Beginning of period | 100,901 | 134,882 |
| CASH AND CASH EQUIVALENTS - End of period | $80,814 | 137,907 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | |
| Cash paid during the period for: | | |
| Interest | $4,698 | $3,343 |
| Income Tax | $51,609 | $47,360 |
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | | |
| Assets acquired under credit or debt | $9,778 | $7,663 |
| Account payable for business acquisition | - | $3,588 |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
**Tecnoglass Holdings Inc. and Subsidiaries**
### Condensed Consolidated Statements of Shareholders’ Equity
_(Amounts in thousands, except share and per share data) · (Unaudited)_
| Line item | Shares / Ordinary Shares, $0.0001 Par Value | Amount / Ordinary Shares, $0.0001 Par Value | Shares / Treasury Stock | Amount / Treasury Stock | Capital / Additional Paid in | Reserve / Legal | Earnings / Retained | Loss / Accumulated Other Comprehensive | Equity / Total Shareholders’ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 46,389,146 | 5 | 1,651,420 | (79,218) | 153,358 | 1,458 | 670,558 | (33,109) | 713,052 |
| Dividend ($0.15 per share) | - | - | - | - | - | - | (6,652) | - | (6,652) |
| Share Repurchase | - | - | 372,910 | (16,461) | - | - | - | - | (16,461) |
| Change in fair value of investments available for sale and derivative contracts | - | - | - | - | - | - | - | 192 | 192 |
| Foreign currency translation | - | - | - | - | - | - | - | 13,212 | 13,212 |
| Net income | - | - | - | - | - | - | 31,891 | - | 31,891 |
| Balance at March 31, 2026 | 46,389,146 | 5 | 2,024,330 | (95,679) | 153,358 | 1,458 | 695,797 | (19,705) | 735,234 |
| Dividend ($0.15 per share) | - | - | - | - | - | - | (6,655) | - | (6,655) |
| Share Repurchase | (100) | - | - | - | (5) | - | - | - | (5) |
| Change in fair value of investments available for sale | - | - | - | - | - | - | - | (50) | (50) |
| Foreign currency translation | - | - | - | - | - | - | - | 35,693 | 35,693 |
| Net income | - | - | - | - | - | - | 24,555 | - | 24,555 |
| Balance at June 30, 2026 | 46,389,046 | 5 | 2,024,330 | (95,679) | 153,353 | 1,458 | 713,697 | 15,938 | 788,772 |
| Line item | Shares / Ordinary Shares, $0.0001 Par Value | Amount / Ordinary Shares, $0.0001 Par Value | Capital / Additional Paid in | Reserve / Legal | Earnings / Retained | Loss / Accumulated Other Comprehensive | Equity / Total Shareholders’ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 46,991,558 | 5 | 192,094 | 1,458 | 538,787 | (101,161) | 631,183 |
| Dividend ($0.15 per share) | - | - | - | - | (7,050) | - | (7,050) |
| Share Repurchase | (1,610) | - | (124) | - | - | - | (124) |
| Derivative financial instruments | - | - | - | - | - | (637) | (637) |
| Foreign currency translation | - | - | - | - | - | 19,576 | 19,576 |
| Net income | - | - | - | - | 42,189 | - | 42,189 |
| Balance at March 31, 2025 | 46,989,948 | 5 | 191,970 | 1,458 | 573,926 | (82,222) | 685,137 |
| Balance | 46,989,948 | 5 | 191,970 | 1,458 | 573,926 | (82,222) | 685,137 |
| Dividend ($0.15 per share) | - | - | - | - | (7,049) | - | (7,049) |
| Share Repurchase | (2,800) | - | (215) | - | - | - | (215) |
| Derivative financial instruments | - | - | - | - | - | 785 | 785 |
| Foreign currency translation | - | - | - | - | - | 13,260 | 13,260 |
| Net income | - | - | - | - | 44,083 | - | 44,083 |
| Balance at Jun 30, 2025 | 46,987,148 | 5 | 191,755 | 1,458 | 610,960 | (68,177) | 736,001 |
| Balance | 46,987,148 | 5 | 191,755 | 1,458 | 610,960 | (68,177) | 736,001 |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
**Tecnoglass
Holdings 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
Holdings Inc., a Florida corporation (the “Company”, “Tecnoglass”, “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 97% 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.
The
Company was originally incorporated in 2013 in the Cayman Islands as Andina Acquisition Corporation and later changed its name to Tecnoglass
Inc. in connection with a business combination between Tecnoglass subsidiaries C.I. Energia Solar S.A. E.S. Windows (“ES”)
and Tecnglass S.A. (“TG”) and Andina Acquisition Corporation. Effective July 7, 2026, Tecnoglass Inc. completed a change
of jurisdiction of incorporation from the Cayman Islands to the State of Florida through a transaction known as a continuation under
Section 206 of the Companies Act (as amended) of the Cayman Islands and Section 607.11920 of the Florida Business Corporation Act (the
“Continuation”). The Continuation became effective on July 7, 2026 upon the Company’s registration with the State of
Florida and the concurrent de-registration application of the Company in the Cayman Islands. As part of the Continuation, the Company’s
name was changed to Tecnoglass Holdings Inc.
### **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, 2025. 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. The segment comprises the design,
manufacturing, distribution, marketing and installation of high-specification architectural glass and window products sold to residential
and commercial 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 condensed consolidated statements of operations and
other 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 the 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 consolidated financial statements consolidate Tecnoglass, its subsidiaries TG, ES, ES Windows LLC (“ESW LLC”),
Tecnoglass LLC, Tecno RE LLC, Tecnoglass Armour, LLC, GM&P Consulting and Glazing Contractors (“GM&P”), Componenti
USA LLC, ES Metals SAS (“ES Metals”), Ventanas Solar S.A (“VS”), which are entities in which we have a controlling
financial interest because we hold a majority voting interest. 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, 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.
**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.
**Product
Warranties**
The
Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in
which the products are sold. Standard warranties vary based upon the product and service offered and durations are generally from five
to ten years for architectural glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced
or sold separately and do not provide the customer with services or coverages in addition to the assurance that the product complies
with original agreed-upon specifications. Claims are settled by replacement of the warrantied products. The Company records a liability
for estimated future warranty costs at the time of sale based on historical claims data and projected revenues. This liability is reassessed
periodically based on updated claims experience and revenue projections.
The
changes in the product warranty liability for the six months ended June 30, 2026, are:
Schedule
of Product Warranty Liability
| Line item | 2026 / Six months ended / June 30, | 2025 / Six months ended / June 30, |
| --- | --- | --- |
| Balance at beginning of period | $363 | - |
| Accruals for product warranties issued during period | 550 | 570 |
| Reductions for payments made under product warranties | (610) | (279) |
| Balance at end of period | $303 | $291 |
**Recovery
of Previously Paid Import Tariffs**
During
the three months ended March 31, 2026, the Company recorded $1,876 of recoveries associated with import tariffs on certain products imported
to the United States under the International Emergency Economic Powers Act (“IEEPA”) paid in 2025 and the first quarter of
2026. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA were not valid, and in March 2026,
the Court of International Trade ruled that U.S. Customs and Border Protection was required, subject to applicable procedures, to refund
IEEPA tariffs that had been collected. The Company filed reimbursement claims with U.S. Customs and Border Protection, which were accepted
on April 20, 2026 and reimbursement was received in July, 2026. These recoveries relate to previous year and current period imports for
which eligibility for refund was subsequently established. The Company recognized the recovery in the period in which realization became
probable and reasonably estimable as a reduction to selling expenses on the Condensed Consolidated Statement of Operations.
**Recently
Issued Accounting Pronouncements**
In
November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40)”. The Board is issuing this Update to improve the disclosures about a public business entity’s
expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory,
employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A,
and research and development). The amendments in this Update are effective for annual reporting periods beginning after December 15,
2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating
the potential effect of this ASU on its consolidated financial statements
In
December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270)”. The Board is issuing amendments in this Update
to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying
when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting
periods. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December
15, 2027, for public business entities and for interim reporting periods within annual reporting 3 periods beginning after December 15,
2028, for entities other than public business entities. Early adoption is permitted for all entities. The Company is currently evaluating
the potential effect of this ASU on its interim consolidated financial statements
In
November 2025, the FASB issued ASU 2025-09 “Derivative and Hedging (Topic 815)”. Consistent with the original objective of
Update 2017-12, the objective of this Update is to more closely align hedge accounting with the economics of an entity’s risk management
activities. The amendments included in the five issues addressed in this Update are intended to better reflect those strategies in financial
reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions.
The five issues addressed are: Issue 1: Similar Risk Assessment for Cash Flow Hedges, Issue 2: Hedging Forecasted Interest Payments on
Choose-Your-Rate Debt Instruments, Issue 3: Cash Flow Hedges of Nonfinancial Forecasted Transactions, Issue 4: Net Written Options as
Hedging Instruments and Issue 5: Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge). For
public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026,
and interim periods within those annual reporting periods. The Company is currently evaluating the potential effect of this ASU on its
consolidated financial statements.
In
September 2025, the FASB issued ASU 2025-06 “Intangibles-Goodwill and other-Internal-Use Software (Subtopic 350-40)”. The
Board is issuing this Update to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill
and Other—Internal-Use Software (referred to as “internal-use software”). Feedback from preparer and practitioner stakeholders
on the 2021 FASB Invitation to Comment, Agenda Consultation, indicated that the accounting for software costs should be a top priority
for the Board. Considering this feedback, the Board decided to make targeted improvements to Subtopic 350-40 to increase the operability
of the recognition guidance considering different methods of software development. The amendments in this Update are effective for all
entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods 4 within those annual reporting
periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the potential
effect of this ASU on its consolidated financial statements.
### **Note 3. Acquisitions**
**Contiglass
Asset Acquisition, LLC**
In
April 3, 2025, Tecnoglass acquired certain assets and assumed liabilities of Florida-based Continental Glass Systems, LLC., a premier
provider of innovative architectural glass and glazing solutions in the Southeast U.S., to create wholly owned Contiglass Asset Acquisition,
LLC (“Contiglass). This acquisition included a manufacturing plant, various intangibles, and a substantial project backlog in both
execution and pipeline phases. This transaction is considered a business combination under U.S. GAAP. Continental’s production
capabilities, high-quality product portfolio, and reputation for excellence strengthens Tecnoglass’ U.S. market presence, broadens
its client reach, and creates synergies that reinforce Tecnoglass’ leadership position in the architectural glass industry. Additionally,
the Company anticipates operational benefits as it integrates Continental’s supply chains into its existing manufacturing operations.
The
purchase price for the acquisition was $10,429, of which $6,588 of the purchase price was paid in cash by the Company on April 3, 2025.
Post-acquisition working capital adjustment of $253 was paid 45 days after transaction closing date, with the remaining amount to be
payable by the Company in cash within 365 days after closing date, subsequently extended. The total amount of acquisition-related costs
was $588, which are included within general and administrative expenses in the Statement of operations during the second quarter of 2025.
The
total consideration transferred was $10,429. Under ASC 805, a company can apply measurement period adjustments during the twelve-month
period after the date of acquisition. During this period, the acquirer may adjust preliminary amounts recognized at the acquisition date
to their subsequently determined final fair values. The allocation of the consideration transferred was based on management’s judgment
after evaluation of several factors, including a preliminary valuation assessment. The adjustment period ended on April 3, 2026.
The
following table summarizes the purchase price allocation of the total consideration transferred:
Schedule
of Purchase Price Allocation Consideration Transferred
| |
| --- |
| $10,429 |
| Recognized amounts of identifiable assets acquired and liabilities assumed: / Cash and equivalents | Preliminary Purchase Price Allocation / - | Measurement Period Adjustments / - | Adjusted Purchase Price Allocation / - |
| --- | --- | --- | --- |
| Accounts Receivable | 4,814 | - | 4,814 |
| Other Current Assets | 585 | - | 585 |
| Property, plant, and equipment | 826 | - | 826 |
| Trade Name | 170 | - | 170 |
| Contract Backlog | 670 | - | 670 |
| Notice of Acceptance and FBC permits | 6,260 | - | 6,260 |
| Right-of-use assets | 1,192 | (555) | 637 |
| Account payable | (2,890) | - | (2,890) |
| Accrued expenses | (81) | - | (81) |
| Service revenue deposit | (518) | 94 | (424) |
| Lease liabilities | (1,229) | 580 | (649) |
| Billings in excess of cost and profit | (5,987) | - | (5,987) |
| Total identifiable net assets | 3,812 | 119 | 3,931 |
| Goodwill | $6,617 | $(119) | 6,498 |
The
excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed were recorded as goodwill.
The identifiable intangible asset subject to amortization was the tradename, backlog of projects, and certain Notice of Acceptance and
Florida Building Code permits, which have a remaining useful life of 2two to five years. See “Note 6 – Goodwill and Intangible
Assets” for additional information.
### **Note 4. - Inventories, net**
Schedule of Inventories
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Raw materials | $201,805 | $152,174 |
| Work in process | 31,268 | 27,467 |
| Finished goods | 3,325 | 3,222 |
| Spares and accessories | 33,437 | 28,662 |
| Packing material | 2,384 | 2,439 |
| Total Inventories, gross | 272,219 | 213,964 |
| Less: Inventory allowance | (624) | (440) |
| Total inventories, net | $271,595 | $213,524 |
### **Note 5. – 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 1only segment, as the Company believes these factors
affect nature, amount, timing and uncertainty of the Company’s revenue and cash flows.
Schedule
of Disaggregation by Revenue
| Line item | 2026 / Three months ended / June 30, | 2025 / Three months ended / June 30, | 2026 / Six months ended / June 30, | 2025 / Six months ended / June 30, |
| --- | --- | --- | --- | --- |
| Fixed price contracts | $79,645 | $61,228 | $155,753 | $114,202 |
| Product sales | 215,646 | 194,318 | 388,550 | 363,632 |
| Total Revenues | $295,291 | $255,546 | $544,303 | $477,834 |
The
following table presents revenues broken down by geographical location:
Schedule of Geographic Information
| Line item | 2026 / Three months ended June 30, | 2025 / Three months ended June 30, | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- | --- | --- |
| Colombia | $6,154 | $6,621 | $13,673 | $13,035 |
| United States | 286,242 | 242,347 | 523,382 | 454,801 |
| Other | 2,895 | 6,578 | 7,248 | 9,998 |
| Total Revenues | $295,291 | $255,546 | $544,303 | $477,834 |
The
following table presents revenues broken down by market:
Schedule
of Revenues Distribution By End Market
| Line item | 2026 / Three months ended June 30, | 2025 / Three months ended June 30, | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- | --- | --- |
| Residential | $126,499 | $109,598 | $214,969 | $198,527 |
| Commercial | 168,792 | 145,948 | 329,334 | 279,307 |
| Total Revenues | $295,291 | $255,546 | $544,303 | $477,834 |
**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 consists of the following:
Schedule of Trade Accounts Receivable
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Short-term trade accounts receivable | $292,134 | $243,768 |
| Less: Allowance for credit losses | (4,668) | (4,320) |
| Total short-term trade accounts receivable | 287,466 | 239,448 |
| Long term trade accounts | 1,887 | 1,730 |
| Total trade accounts receivable | $289,353 | $241,178 |
The
changes in the allowance for credit losses for the six months ended June 30, 2026, are:
Schedule of Changes in Allowance for Doubtful Accounts Receivable
_Six months ended June 30, 2026_
| | |
| --- | --- |
| Balance at beginning of period | $4,320 |
| Provisions for credit losses | 1,322 |
| Deductions and write-offs, net of foreign currency adjustment | (974) |
| Balance at end of period | $4,668 |
**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):
Schedule of Contract Assets and Liabilities
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Contract assets — current | $29,701 | $31,809 |
| Contract assets — non-current | 28,414 | 20,506 |
| Contract liabilities — current | (173,825) | (149,442) |
| Contract liabilities — non-current | (1,045) | (1,988) |
| Net contract liability | $(116,755) | $(99,115) |
The
components of contract assets are presented in the table below:
Schedule of Contract Assets and Liabilities
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Unbilled contract receivables, gross | $6,421 | $9,084 |
| Retainage | 51,694 | 43,231 |
| Total contract assets | 58,115 | 52,315 |
| Less: current portion | 29,701 | 31,809 |
| Contract Assets – non-current | $28,414 | $20,506 |
The
components of contract liabilities are presented in the table below:
Schedule of Contract Assets and Liabilities
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Billings in excess of costs | $122,407 | $104,376 |
| Advances from customers on uncompleted contracts | 52,463 | 47,054 |
| Total contract liabilities | 174,780 | 151,430 |
| Less: current portion | 173,825 | 149,442 |
| Contract liabilities – non-current | $1,045 | $1,988 |
During
the three and six months ended June 30, 2026, the Company recognized $11,336 and $23,274 of sales related to its contract liabilities
on January 1, 2026, respectively. During the three and six months ended June 30, 2025, the Company recognized $10,314 and $16,858 of
sales related to its contract liabilities on January 1, 2025, respectively.
**Remaining
Performance Obligations**
As
of June 30, 2026, the Company had $884.2 million of remaining performance obligations, which represents the transaction price of 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 recognize100% of sales relating to existing performance obligations within three years, of which $309.2 million are expected to be recognized
during the year ending December 31, 2026, $409.8 million during the year ending December 31, 2027, and $165.2 million during the year
ending December 31, 2028.
### **Note 6. Intangible Assets and Goodwill**
***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 Continental.
Schedule
of Finite-Lived Intangible Assets, Net
_June 30, 2026_
| Line item | Gross | Acc. Amort. | Net |
| --- | --- | --- | --- |
| Trade Names | 170 | (50) | 120 |
| Software and licenses | 20,171 | (11,326) | 8,845 |
| Notice of Acceptances (NOAs), product designs and other intellectual property | 6,260 | (1,826) | 4,434 |
| Contract Backlog | 670 | (261) | 409 |
| Total | $27,271 | $(13,463) | $13,808 |
_December 31, 2025_
| Line item | Gross | Acc. Amort. | Net |
| --- | --- | --- | --- |
| Trade Names | 170 | (28) | 142 |
| Software and licenses | 17,217 | (10,138) | 7,079 |
| Notice of Acceptances (NOAs), product designs and other intellectual property | 6,260 | (1,043) | 5,217 |
| Contract Backlog | 670 | (149) | 521 |
| Total | $24,317 | $(11,358) | $12,959 |
The
weighted average amortization period is 2.9 years.
During
the three and six months ended June 30, 2026, the amortization expense amounted to $974 and $1883, respectively, and was included within
the general and administration expenses in our unaudited Condensed Consolidated Statement of Operations. Similarly, during the three
and six ended June 30, 2025, the amortization expense amounted to $645 and $950, respectively.
The
estimated aggregate amortization expense for each of the five succeeding years as of June 30, 2026, is as follows:
Schedule
of Finite Lived Intangible Assets Future Amortization Expense
| Year ending December 31, | |
| --- | --- |
| $2026 | $2,079 |
| 2027 | 3,706 |
| 2028 | 3,257 |
| 2029 | 1,890 |
| Thereafter | 2,876 |
| Total | $13,808 |
### **Note 7. Supplier Finance Program**
Tecnoglass
has established payment times 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 third-party finance provider or intermediary.
As
of June 30, 2026, the obligations outstanding related to the supplier finance program amounted to $21,686, recorded as current liabilities,
in the following balance sheet lines: Trade accounts payable and accrued expenses $21,000 & due to related parties $686.
### **Note 8. Debt**
The
Company’s debt is comprised of the following:
Schedule
of Long Term Debt
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Revolving lines of credit | $596 | $387 |
| Finance lease | 3,941 | 41 |
| Other current debt | 4,628 | - |
| Senior Secured Credit Facility | 219,000 | 174,000 |
| Less: Deferred cost of financing | (2,771) | (2,799) |
| Total obligations under borrowing arrangements | 225,394 | 171,629 |
| Less: Current portion of long-term debt and other current borrowings | 6,156 | 427 |
| Long-term debt | $219,238 | $171,202 |
In
September 2025, the Company entered into a new Senior Secured Credit Facility, transitioning from a term loan and revolving facility
structure to a fully committed revolving facility structure which allowed the Company to (i) increase total committed borrowing capacity
from $150 million to $500 million, (ii) reduce borrowing costs by approximately 25 basis points, and (iii) extend the initial maturity
date by five years to December 2030. Borrowings under the new facility bear interest at the Secured Overnight Financing Rate (SOFR) with
no floor, plus a spread of 1.25 % based on the Company’s net leverage ratio (previously 1.50 % over SOFR). The effective interest
rate for the facility, including deferred issuance costs, is 6.98 % as of December 31, 2025. The Company incurred total costs and fees
of $2,783 in lender fees which were capitalized as deferred financing costs, and are presented as a deduction from the related debt liability.
The
transaction was accounted for as a debt extinguishment under ASC 470-50. Accordingly, the prior term-loan and revolving credit facilities
were derecognized, and the new revolving facility was initially recognized at its principal amount, net of deferred financing costs.
As a result, the Company recognized a loss on extinguishment of debt of $1,354, representing $1,302 for the write-off of the remaining
unamortized deferred financing costs related to the prior term-loan and revolving credit facilities, and $52 of termination costs associated
with closing the prior facility. Cash proceeds from the new facility and repayments of the extinguished debt are reflected within financing
activities in the condensed consolidated statements of cash flows. Of the $2,783 of total fees incurred, $1,803 were deducted from the
gross proceeds and presented net within “Proceeds from debt,” with the remaining $980 recorded as cash outflows classified
under “Deferred financing costs and debt issuance fees” within financing activities. During the six months ended June 30,
2026, the Company drew down $60 million from its revolving credit facility and repaid $15 million.
Interest
income (expense), net and deferred cost of financing is comprised of the following:
Schedule
of Interest Income Expenses net and deferred cost
| Line item | Three months ended / June 30, 2026 | Three months ended / June 30, 2025 | Six months ended / June 30, 2026 | Six months ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest income (expense), net and deferred cost of financing: | | | | |
| Interest expense | (3,429) | (1,078) | (5,957) | (2,126) |
| Deferred cost of financing | (155) | (272) | (307) | (555) |
| Derivative financial instrument loss | 64 | - | (279) | - |
| Interest expense, net and deferred cost of financing: | $(3,520) | $(1,350) | $(6,543) | $(2,681) |
Maturities
of long-term debt and other current borrowings as of June 30, 2026, are as follows:
Schedule
of Maturities of Long Term Debt
| | |
| --- | --- |
| $2026 | $6,156 |
| 2027 | 953 |
| 2028 | 848 |
| 2029 | 769 |
| 2030 | 219,439 |
| Total | $228,165 |
The
Company’s loans have maturities ranging from several weeks to 5 years. Our credit facilities bore a weighted average interest rate
of 5.14% as of June 30, 2026.
**Finance
Leases**
As
of June 30, 2026, the Company had right-of-use assets (“ROU assets”) of $3,905 included within Property, Plant and Equipment,
and lease liabilities of $3,941 on its Condensed Consolidated Balance Sheet, of which $932 is presented within short-term debt and current
portion of long-term debt and $3,009 is classified as long-term debt. These leases primarily relate to real estate, including showrooms,
office space and industrial warehouses, as well as computing equipment. Certain lease agreements include options to extend the lease
term; however, the Company does not consider these options reasonably certain of exercise.
The
Company recognizes amortization of ROU assets and interest expense on lease liabilities in its Condensed Consolidated Statements of Income.
During the three and six months ended June 30, 2026, the Company recorded ROU asset amortization of $306, and $564, respectively; and
interest expense of $43, and $68, respectively.
Cash
paid for amounts included in the measurement of lease liabilities was $702 for the six months ended June 30, 2026, consisting of $68 classified as operating cash flows and $634 classified as financing cash flows. Non-cash additions to ROU assets in exchange for lease
liabilities were $3,073 during the period.
Future
minimum lease payments for the years ended June 30, of each year are as follows:
Schedule of Future Minimum Lease Payments
| | |
| --- | --- |
| $2026 | $1,078 |
| 2027 | 1,060 |
| 2028 | 917 |
| 2029 | 804 |
| 2030 and thereafter | 446 |
| Total undiscounted cashflows | 4,304 |
| Less: Imputed Interest | 363 |
| Present value of lease liability | $3,941 |
As
of June 30, 2026, the weighted-average remaining lease term for finance leases was 4.1 years and the weighted-average discount rate was4.2%.
### **Note 9. Derivative Financial Instruments and Fair Value Measurements**
**Derivative
Financial Instruments**
During
the quarter ended June 30, 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, as a result, the Company has payment dates each
quarter, commencing June 30 2023. During the quarter ended December 31, 2024, we entered into several foreign currency non-delivery 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 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 from1.93% to 1.87%. Regarding the conditions of our outstanding debt, only Libor was replaced by SOFR, maintaining the other initial conditions.
On
September 04, 2025 Tecnoglass amended its senior secured revolving credit facility to (i) increase the borrowing capacity under its committed
Line of credit from $150 million to $500 million, (ii) reduce its borrowing costs by an approximate 25 basis points, and (iii) extend
the initial maturity date by five years to the end of 2030. Borrowings under the credit facility will now bear interest at the Secured
Overnight Financing Rate (SOFR) with no floor plus a spread of 1.25%, based on the Company’s net leverage ratio, compared to a
prior spread of 1.50%. The facility was led by Wells Fargo Bank N.A. as Administrative Agent; with BMO Bank N.A, Citibank N.A, Citizens
Bank N.A, First Citizens Bank & Trust Company and J.P. Morgan Chase Bank N.A, as Joint Lead Arrangers.
As
of June 30, 2026, the fair value of the Company’s interest rate swap and foreign currency non-delivery option contracts was in
a net asset position of $1.0 million. We had 2 outstanding interest rate swap contracts of $110 million through November 2026 as an economic
hedge and 8 non-delivery option contracts to exchange $60 million U.S. Dollars to Colombian Pesos through December 2026.
In
the second quarter of 2026, the Company did not assess the effectiveness of foreign currency non-delivery option contracts due to the
contracts the Company entered into on May 5, 2026 which did not qualify for hedge accounting and were not designated as hedging instruments.
Because
of the discontinuation of the hedge accounting for the interest rate swap in the third quarter of 2025, the Company did not assess the
effectiveness of this instrument.
The
gain or loss on the Company’s foreign currency non-delivery option contracts are reported as a component of the earnings. The change
in the fair value of the interest rate swap designated as an economic hedge will be included in earnings at the moment of its valuation.
As
of June 30,2026, there are no gains or losses, net, recognized in the “accumulated other comprehensive income” for non-delivery
option and interest rate swap contracts.
The
fair value of interest rate swap and foreign currency non-delivery option hedges is classified in the accompanying consolidated balance
sheets, as of June 30, 2026, as follows:
Schedule
of Fair Value of Foreign Currency Hedges
| Derivatives financial instruments / under Subtopic 815-20: | Derivative Assets / June 30, 2026 / Balance Sheet Location | Derivative Assets / June 30, 2026 / Fair Value | Derivative Liabilities / June 30, 2026 / Balance Sheet Location | Derivative Liabilities / June 30, 2026 / Fair Value |
| --- | --- | --- | --- | --- |
| Derivative instruments: | | | | |
| Interest Rate Swap Contracts | Other current assets | $787 | Accrued liabilities | - |
| foreign currency non-delivery forwards | | 232 | | - |
| Total derivative instruments | Total derivative assets | $1,019 | Total derivative liabilities | - |
The
ending accumulated balance for foreign currency non-delivery option contracts included in earnings, net of tax, was $232 as of June 30,2026,
comprised of a derivative gain of $232. No deferred income tax was calculated because the amounts accrued as of June 30, 2026 are the
same as the compensation received.
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 June 30, 2026, and 2025:
Schedule
of Gains (Losses) on Derivative Financial Instruments quarter ended
| Line item | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) / Recognized in earnings on / Derivatives / Three Months Ended / June 30, 2026 | Derivatives in Cash Flow Hedging Relationships / Location of Gain or (Loss) Reclassified from Accumulated / OCI (Loss) into / Income | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) Reclassified from / Accumulated / OCI (Loss) into Income / Three Months Ended / June 30, 2026 | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) Reclassified from / Accumulated / OCI (Loss) into Income / Three Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest Rate Swap and foreign currency non-delivery forwards Contracts | $1,808 | Interest income (expense), net and deferred cost of financing and operating revenues | - | $1,250 |
| Line item | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) / Recognized in earnings on / Derivatives / Six Months Ended / June 30, 2026 | Derivatives in Cash Flow Hedging Relationships / Location of Gain or (Loss) Reclassified from Accumulated / OCI (Loss) into / Income | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) Reclassified from / Accumulated / OCI (Loss) into Income / Six Months Ended / June 30, 2026 | Derivatives in Cash Flow Hedging Relationships / Amount of Gain or (Loss) Reclassified from / Accumulated / OCI (Loss) into Income / Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest Rate Swap and foreign currency non-delivery forwards Contracts | $2,782 | Interest income (expense), net and deferred cost of financing and operating revenues | - | $2,242 |
**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 June 30, 2026, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See Note
8 – 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:
Schedule
of Fair Value and Carrying Amounts of Long Term Debt
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Fair Value | $215,180 | $170,727 |
| Carrying Value | $219,238 | $171,202 |
### **Note 10. 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.
On
July 7, 2026, the Company completed its continuation from the Cayman Islands to the State of Florida and changed its jurisdiction of
incorporation from the Cayman Islands to Florida. In connection with the continuation, the Company became governed by the Florida Business
Corporation Act and its Florida Articles of Incorporation and Bylaws. Each outstanding ordinary share of the Company automatically became
a share of common stock of the Florida corporation with the same par value, and the Company’s common stock continues to be listed
and traded on the New York Stock Exchange under the symbol “TGLS.”
As
a result of the redomiciliation, the Company will be subject to U.S. federal income taxation. The Company’s foreign subsidiaries
will be treated as controlled foreign corporations for U.S. tax purposes, and certain income of those entities will be included in the
U.S. tax computation. Management believes that the effective foreign tax rates applicable to such income are sufficient to generate foreign
tax credits that substantially offset any incremental U.S. federal income tax liability. Accordingly, management does not expect the
redomiciliation to have a material impact on the Company’s income tax provision.
The
components of income tax expense are as follows:
Schedule
of Components of Income Tax Expense
| Line item | 2026 / Three months ended June 30, | 2025 / Three months ended June 30, | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- | --- | --- |
| Current income tax | | | | |
| United States | $(7,327) | $(8,286) | $(14,417) | $(11,920) |
| Colombia | (1,208) | (10,329) | (6,571) | (21,881) |
| Panama | - | (1) | - | (5) |
| Total current income tax | (8,535) | (18,616) | (20,988) | (33,806) |
| Deferred income Tax | | | | |
| United States | (3,130) | 58 | (994) | (1,355) |
| Colombia | (2,430) | 410 | (4,015) | (647) |
| Total deferred income tax | (5,560) | 468 | (5,009) | (2,002) |
| Total income provision | $(14,095) | $(18,148) | $(25,997) | $(35,808) |
| Effective tax rate | 36.5% | 29.2% | 31.5% | 29.3% |
The
effective income tax rate for the three and six months ended June 30, 2026, of 36.5%, and 31.5%, respectively, reflects he impact of certain foreign expenses incurred by the Company’s Colombian subsidiaries that are not deductible for income tax purposes. The effective
income tax rate for the three and six months ended June 30, 2025, of 29.2%, and 29.3%, respectively, approximates the weighted average
statutory rate of 29.1%.
### **Note 11. Related Parties**
The
following is a summary of assets, liabilities, and income transactions with all related parties:
Schedule of Related Parties
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Due from related parties: | | |
| Alutrafic Led SAS | 644 | 525 |
| Studio Avanti SAS | 427 | 403 |
| Prisma-Glass LLC | 359 | 404 |
| Due from other related parties | 645 | 670 |
| Total due from related parties | $2,075 | $2,002 |
| Due to related parties: | | |
| Vidrio Andino | 5,131 | 5,717 |
| Due to other related parties | 3,764 | 5,164 |
| Total due to related parties | $8,895 | $10,881 |
Schedule of Sale to Related Parties
| Line item | 2026 / Three months ended June 30, | 2025 / Three months ended June 30, | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- | --- | --- |
| Sales to related parties: | | | | |
| Prisma Glass LLC | 448 | 785 | 604 | 1,168 |
| Alutrafic Led SAS | 276 | 230 | 569 | 587 |
| Studio Avanti SAS | 51 | 294 | 145 | 532 |
| Sales to other related parties | (55) | 93 | 23 | 130 |
| Sales to related parties | $720 | $1,401 | $1,341 | $2,417 |
***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 six months ended June 30, 2026, we sold $276, and $569, respectively, to Alutrafic,
compared to $230 and $587 during the three and six months ended June 30, 2025, respectively. Additionally, we had outstanding accounts
receivable from Alutrafic of $644 and $525 as of June 30, 2026, and December 31, 2025, respectively.
***Fundacion
Tecnoglass-ESWindows***
Fundacion
Tecnoglass-ESWindows is a non-for-profit entity 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 six months ended June 30, 2026 of $1,242 and $2,426, respectively, compared to
$998 and $2,046, during the three and six months ended June 30, 2025, respectively.
***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 $448 and $604, respectively, to Prisma-Glass LLC during the
three and six months ended June 30, 2026, compared to $785 and $1,168, respectively, during the three and six months ended June 30, 2025.
The Company had outstanding accounts receivable from Prisma-Glass of $359 and $404 as of June 30, 2026, and December 31, 2025, 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 six months ended June 30, 2026, we purchased $462 and $846, respectively, compared to $131 and $719 purchased during the
three and six months ended June 30, 2025, respectively.
***Storm
Armour Solutions***
In
June 2025, the Company entered into a partnership with Storm Armour, LLC to create Storm Armour Solutions, LLC which has the purpose
of participating in the sale, sublicensing, and distribution of licensed products in the areas of influence, under a licensing agreement.
To join this business, Tecno Inc created a wholly owned subsidiary named Tecnoglass Armour, LLC, a Limited Liability Company based in
the State of Florida. Tecnoglass Armour, LLC has a 60% capital contribution of Storm Armour Solutions, LLC. As of June 30, 2026, we had
an investment of $901 recorded on our consolidated balance sheet.
***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 Company’s
largest shareholder. As of June 30, 2026 and December 31, 2025, the Company had outstanding accounts receivable from Avanti of $427 and
$403, respectively. During the three and six months ended June 30, 2026, we sold $51 and $145 of products to Avanti, respectively, compared
to $294 and $532 during the three and six months ended June 30, 2025, respectively.
***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).
In
the ordinary course of business, we purchased $9,352 and $17,393, of materials from Vidrio Andino during the three and six months ended
June 30, 2026, respectively, compared to $10,633, and $19,678, during the three and six months ended June 30, 2025, respectively. We
also had outstanding payables to Vidrio Andino of $5,131 and $5,717 as of June 30, 2026 and December 31, 2025, respectively. We recorded
equity method loss of $159, and income of $3, on our Consolidated Statement of Operations during the three and six months ended June
30, 2026, respectively, compared to $941 and $2,258, recorded during the three and six months ended June 30, 2025, respectively.
***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 $883 and $810 as of June 30, 2026 and December 31, 2025, respectively. Affiliates of Jose
Daes and Christian Daes have a majority ownership stake in Zofracosta SA.
### **Note 12. Shareholders’ Equity**
**Dividends**
On
June 10, 2026, the Company declared a regular quarterly dividend of $0.15per share, or $0.60 per share on an annualized basis. The dividend
was paid on July 31, 2026, to shareholders of record as of the close of business on June 30, 2026.
**Earnings
per Share**
The
following table sets forth the computation of the basic and diluted earnings per share for the three and six months ended June 30, 2026
and 2025:
Schedule of Earnings Per Share, Basic and Diluted
| Line item | 2026 / Three months ended June 30, | 2025 / Three months ended June 30, | 2026 / Six months ended June 30, | 2025 / Six months ended June 30, |
| --- | --- | --- | --- | --- |
| Numerator for basic and diluted earnings per share | | | | |
| Net Income attributable to parent | $24,555 | $44,083 | $56,446 | $86,272 |
| Denominator | | | | |
| Denominator for basic earnings per ordinary share - weighted average shares outstanding | 44,364,801 | 46,988,155 | 44,497,265 | 46,989,650 |
| Effect of dilutive securities and stock dividend | | | | |
| Denominator for diluted earnings per ordinary share - weighted average shares outstanding | 44,364,801 | 46,988,155 | 44,497,265 | 46,989,650 |
| Basic earnings per ordinary share | $0.55 | $0.94 | $1.27 | $1.84 |
| Diluted earnings per ordinary share | $0.55 | $0.94 | $1.27 | $1.84 |
**Treasury
Stock**
During
the six months ended June 30, 2026, the Company repurchased 372,910 shares for an aggregate purchase price of $16.5 million as part of
its existing share repurchase program to enhance long-term stockholders value. Treasury stock is recorded at cost and presented as a
reduction of stockholders’ equity in the accompanying Consolidated Balance Sheets. As of June 30, 2026, treasury shares are carried
at their aggregate repurchase cost of $95,679.
### **Note 13. Commitments and Contingencies**
***Commitments***
As
of June 30, 2026, the Company had outstanding obligations to purchase an aggregate of at least $151,878 of certain raw materials from
a specific supplier before February 28, 2030, and an aggregate of at least $8,364 of certain raw materials from a specific supplier through
2028.
***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.
**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 Holdings 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 window and 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 among the four largest glass fabricators serving the United States in 2025 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.
The
majority of our products are manufactured in a 6.1 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 29th 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.
We also leverage automation and process digitalization across our operations to improve throughput, consistency and scalability, supporting
cost efficiency and service reliability. 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. Earlier acquisitions in 2016 and 2017, of ESW and
GM&P respectively, helped establish our U.S. distribution and installation capabilities, while more recent transactions—including
our minority interest in Vidrio Andino, our full ownership of ESMetals, and the 2025 acquisition of certain assets of Continental Glass
Systems, LLC—have enhanced our vertical integration, capacity, customer reach, and backlog.
On
April 3, 2025, we completed the acquisition of certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading
provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and
a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency.
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 Sustainable Development Goals 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. Additionally, we are advancing
initiatives in circular economy and implementing comprehensive water management and treatment strategies aimed at improving efficiency,
reuse and replenishment, in order to maintain our water-positive operations.
**RESULTS
OF OPERATIONS**
| Line item | Three months ended / June 30, 2026 | Three months ended / June 30, 2025 | Six months ended / June 30, 2026 | Six months ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating Revenues | $295,291 | $255,546 | $544,303 | $477,834 |
| Cost of sales | (185,257) | (141,211) | (338,435) | (265,974) |
| Gross profit | 110,034 | 114,335 | 205,868 | 211,860 |
| Operating expenses | (73,490) | (53,135) | (124,383) | (95,607) |
| Other operating income | - | 4 | - | 4,280 |
| Operating income | 36,544 | 61,204 | 81,485 | 120,533 |
| Non-operating income and expenses, net | 644 | 588 | 1,500 | 1,604 |
| Equity method (loss) income | (231) | 942 | (129) | 2,286 |
| Foreign currency transactions gains | 5,213 | 847 | 6,130 | 338 |
| Interest Expense and deferred cost of financing | (3,520) | (1,350) | (6,543) | (2,681) |
| Income tax provision | (14,095) | (18,148) | (25,997) | (35,808) |
| Net income | 24,555 | 44,083 | 56,446 | 86,272 |
**Comparison
of quarterly periods ended June 30, 2026 and 2025**
**Revenues**
Operating
revenues increased $39.7 million, or 15.6%, from $255.5 during the quarter ended June 30, 2025, to $295.3 million, during the quarter
ended June 30, 2026. Strong revenues during the second quarter of 2026 were driven by market share gains and stronger activity in our
core U.S markets, where revenues increased $43.9 million, or 18.1% year over year, to $286.2 million. In terms of end markets, the increase
was driven by strong growth in both US commercial and residential market. Revenues from the commercial market rose 15.7% or $22.8 million
year over year, as we continue to execute on our growing project backlog. In addition, residential market sales increased 15.4% or $16.9
million yar over year, reflecting market share gains in new geographies and a modest pull-forward effect when we announced a mid-single
digit price increase for quotes issued after May. Revenues from Latin America and the Caribbean decreased $4.1 million, or 31.4% year
over year.
**Gross
profit**
Gross
profit during the second quarter of 2026 was $110.0 million, a decrease of $4.3 million, or 3.8%, from $114.3 million during the second
quarter of 2025. The gross profit margin during the three months ended June 30, 2026, was 37.3%, compared to 44.7% during the second
quarter of 2025, primarily driven by higher input costs associated with increasing aluminum prices, as well as higher salaries given
the one-time double digit minimum wage increase put in place in Colombia at the beginning of 2026. Additionally, we had a stronger local
currency year over year, impacting our local currency costs on a comparable basis. The aforementioned factors were partially offset by
positive pricing adjustments implemented in the second quarter of last year and by operating leverage on higher revenues.
**Expenses**
Operating
expenses increased $20.3 million, or 38.3%, from $53.1 million to $73.4 million for the quarters ended June 30, 2025 and 2026, respectively.
The increase resulted primarily from Tariffs on imports into the U.S. which generated a total expense of $18.7 million during the second
quarter of 2026, an increase of $10.6 million or 129.2% year over year, from a total Tariff expense of $8.1 million during the second
quarter of 2025. Additionally, increased personnel cost, on higher salaries and a stronger Colombian Peso.
**Non
operating income and expenses, net**
During
the three months ended June 30, 2026 and 2025, the Company recorded net non-operating income of $0.6 million in both periods. Non-operating
income is comprised of interest income from short-term investments, as well as non-operating expenses related to certain charitable contributions.
Equity method income, mainly from our joint venture with Saint Gobain decreased $1.2 million, or 124.5%, after recording a loss of $0.2
million during the quarter ended June 30, 2026, compared to an income of $0.9 million recorded during the quarter ended June 30, 2025.
**Foreign
currency transaction gains and losses**
During
the three months ended June 30, 2026, the Company recorded a non-operating income of $5.2 million associated with foreign currency transactions
compared to a net non-operating income of $0.8 million during the three months ended June 30, 2025.
**Interest
income (expense), net and deferred cost of financing**
Interest
expense and deferred cost of financing increased by $2.2 million, or 160.8%, to $3.5 million for the quarter ended June 30, 2026, as
a result of higher amount of debt from our Senior secured credit facility further explained under capital resources.
**Income
Taxes**
We
recorded income tax expense of $14.1 million and $18.1 million during the three months ended June 30, 2026, and 2025, respectively. The
effective income tax rate of 36.5% for the three months ended June 30, 2026, primarily reflects the impact of certain foreign expenses incurred by the Company’s Colombian subsidiaries that are not deductible for income tax purposes.
As
a result of the foregoing, the Company recorded net income for the three months ended June 30, 2026, of $24.6 million compared to net
income of $44.1 million for the three months ended June 30, 2025.
**Comparison
of six-month periods ended June 30, 2026 and 2025**
**Revenues**
Operating
revenues during the six months ended June 30, 2026 was $544.3 million, compared to $477.8 million during the six months ended June 30,
2025, an increase of $66.5 million or 13.9%, year over year. Strong revenues during the first half of 2026 were driven by strong activity
in the U.S market, where revenues increased $68.6 million, or 15.1% year over year, to $523.4 million. The increase was driven by higher
U.S. commercial market revenues, up $50.0 million, or 17.9% year over year, as we continue to execute on our growing backlog of projects.
Residential revenues increased $16.4 million, or 8.3% year over year, resulting from strong demand momentum in core markets and our ongoing
geographical expansion, and a modest pull-forward effect when we announced a mid-single digit price increase for quotes issued after
May. Revenues from Latin America and the Caribbean decreased $2.1 million, or 9.2% year over year.
**Gross
profit**
Gross
profit during the first half of 2026 was $205.9 million, a decrease of $6.0 million, or 2.8%, from $211.9 million during the first half
of 2025. The gross profit margin during the six months ended June 30, 2026, was 37.8%, compared to 44.3% during the same period of 2025,
primarily driven by higher input costs associated with increasing aluminum prices, as well as higher salaries given the one-time double
digit minimum wage increase put in place in Colombia at the beginning of 2026. Additionally, we had a stronger local currency year over
year, impacting our local currency costs on a comparable basis. The aforementioned factors were partially offset by positive pricing
adjustments implemented in the second quarter of last year.
**Expenses**
Operating
expenses increased $28.8 million, or 30.1%, from $95.7 million to $124.4 million for the six months ended June 30, 2025, and 2026,
respectively. The increase resulted primarily from tariffs on imports into the U.S. which generated a net expense of $20.0 million
during the first half of 2026. including a $1.9 million recovery of previously paid import tariffs following the invalidation of
certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), an increase of $7.0 million or
53.8% year over year, from a total Tariff expense of $13.0 million during the first half of 2025. Additionally, operating expenses
increased due to higher personnel costs resulting from higher salaries and a stronger Colombian Peso.
**Non
operating income and expenses, net**
During
the six months ended June 30, 2026 and 2025, the Company recorded net non-operating income of $1.5 million and $1.6 million, respectively.
Non-operating income is comprised of interest income from short-term investments, as well as non-operating expenses related to certain
charitable contributions. Equity method income, mainly from our joint venture with Saint Gobain, decreased $2.4 million, or 105.6%, after
recording a net loss of $0.1 million during the six months ended June 30, 2026, compared to an income of $2.3 million recorded during
the six months ended June 30, 2025.
**Foreign
currency transaction gains and losses**
During
the six months ended June 30, 2026, the Company recorded a non-operating income of $6.1 million associated with foreign currency transactions
compared to a net non-operating income of $0.3 million during the six months months ended June 30, 2025.
**Interest
income (expense), net and deferred cost of financing**
Interest
expense and deferred cost of financing increased by $3.9 million, or 144.1%, to $6.5 million for the six months ended June 30, 2026,
as a result of higher amount of debt from our Senior secured credit facility further explained under capital resources
**Income
Taxes**
We
recorded income tax expense of $26.0 million and $35.8 million during the six months ended June 30, 2026, and 2025, respectively. The
effective income tax rate of 31.5% for the six months ended June 30, 2026, primarily reflects the impact of certain foreign expenses incurred by the
Company's Colombian subsidiaries that are not deductible for income tax purposes.
As
a result of the foregoing, the Company recorded net income for the six months ended June 30, 2026, of $56.4 million compared to net income
of $86.3 million for the six months ended June 30, 2025.
**Liquidity**
As
of June 30, 2026 and December 31, 2025, we had a cash and cash equivalents balance of approximately $80.8 million and $100.9 million,
respectively. Additionally, we currently have approximately $280 million available under several lines of credit.
We
anticipate that the Company will continue to generate positive cashflow from operating activities 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.
**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 three months ended June 30, 2026 and 2025, we made investments primarily in building,
machinery and equipment in the amounts of $52.7 million and $62.9 million, respectively. Additionally, we acquired $9.8 million and $7.7
million of property plant and equipment under credit during the six months ended June 30, 2026, and 2025, respectively. Investments made
during the first six months of 2026 were mainly related an ongoing broad automation project to increase efficiency, improve headcount
and increase capacity given the Company´s current growth which has reduced excess capacity. Additionally, we continue to amortize
scheduled payments on previous investments to increase capacity and efficiency.
While
the Company estimates that current manufacturing operating capacity has reached approximately $1.3 billion (which does not account for
incremental installation revenue capacity) it expects to finish the year at a higher level, once current investments become operational.
Additionally, the Company expects the resulting increase in output to improve efficiency throughout its operations while reducing material
waste, reducing headcount and improving overall lead times.
**Cash
Flow from Operations, Investing and Financing Activities**
| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- |
| Cash Flow provided by Operating Activities | $11,116 | $64,760 |
| Cash Flow used in Investing Activities | (51,005) | (48,627) |
| Cash Flow provided by (used in) Financing Activities | 18,249 | (14,924) |
| Effect of exchange rates on cash and cash equivalents | 1,553 | 1,816 |
| Cash Balance - Beginning of Period | 100,901 | 134,882 |
| Cash Balance - End of Period | $80,814 | $137,907 |
During
the six months ended June 30, 2026 and 2025, operating activities generated approximately $11.1 million and $64.8 million, respectively.
The main source of operating cash during the six months ended June 30, 2026, were driven by trade accounts payable. Trade accounts payable
and accrued expenses generated $31.3 million during the six months ended June 30, 2026, related to higher unpaid balance of higher than
usual raw material purchases as we procure a stock of U.S. sourced aluminum as part of our tariff mitigation strategy, compared with
$21.8 million during the six months ended June 30, 2025. In connection, purchase of inventories used $35.8 million during the six months
ended June 30, 2026, as we continue procure in advance, a higher stock of U.S. sourced aluminum as part of our supply chain resilience
and tariff mitigation strategy, in contrast to $24.0 million generated during the prior year period. The larges use of cash in operating
activities during the six months ended June 30, 2026 were taxes payable, which used $39.2 million and $18.5 million during the six months
ended June 30, 2026 and 2025, respectively, following seasonal tax payment schedules. Additionally, trade accounts receivables, used
$32.3 million in the six months ended June 30, 2026, compared with $20.4 million during the prior year period, driven by a continued
elevated pace of large commercial installation jobs during the first six months of 2026, which entail longer cash cycles.
We
used $51.0 million and $48.6 million in investing activities during the six months ended June 30, 2026, and 2025, respectively. During
the six months ended June 30, 2026, we paid $52.7 million to acquire property plant and equipment, mainly related to scheduled payments
on previous investments to increase capacity and efficiency. During the six months ended June 30, 2025, we used $62.9 million for the
acquisition of property and equipment.
Financing
activities also reflected gross debt proceeds of $63.8 million and repayments of $15.7 million, mainly used to repurchase $16.5 million
of our stock during the six months ended June 30, 2025, leaving $92.4 million remaining under our $250 million Share Repurchase Program.
**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%
of our consolidated revenues and 25% of our costs and expenses are effectively incurred in Colombian pesos, thereby mitigating some 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. Thus a 5% appreciation of the Colombian Peso relative to the US Dollar would result in our revenues for the three months ended
June 30, 2026, increasing by $0.7 million and our costs and expenses increasing by approximately $6.8 million, resulting in a $6.1 million
decrease to net earnings based on results for the three months ended June 30, 2026.
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 $107,131 million, such that
a 1% devaluation of the Colombian peso will result in a loss of $1.1 million recorded in the Company’s Consolidated Statement of
Operations as of June 30, 2026.
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 our 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 June
30, 2026 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 June 30, 2026, 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.
**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, 2025, except as follows:
***Risks
Related to Colombia and Other Countries Where We Operate***
**Our
business could be negatively impacted by political or economic tensions between Colombia and the United States.**
Our
business operations and financial performance could be adversely affected by political or economic tensions between the governments of
Colombia and its neighbor country Venezuela, and the United States, mostly influenced by differences in political orientation and policy
priorities between such country’s administrations. Given that our manufacturing facilities are based in Colombia and 96% of our
sales for the fiscal year ended December 31, 2025, occurred in the United States, any deterioration in diplomatic or economic relations
between the countries, including the imposition of trade restrictions, tariffs, sanctions, limitations on cross-border payments, or other
measures resulting from political disagreements between the President of Colombia Gustavo Petro, and the President of the United States
Donald Trump, could negatively affect our ability to conduct business in the U.S., increase our costs, or restrict access to financial
and commercial channels.
On
April 2, 2026, the United States announced modifications to tariffs imposed under Section 232 of the Trade Expansion Act of 1962 on imports
of aluminum, steel, and certain derivative products, which became effective on April 6, 2026. These changes include, among other things,
applying tariffs to the full customs value of certain imported products and introducing a range of tariff rates depending on the composition
of such products, including a reduced tariff rate of approximately 10% for certain products manufactured abroad using U.S.-origin aluminum,
which were previously exempt.
Although
no “reciprocal” tariff initiative against Colombia is active as of the date of this report, there can be no assurance that
such measures will not be introduced in the future. Any such developments could have a material adverse effect on our revenues, profitability,
and overall business prospects.
**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 June 30, 2026, was as follows:
| Period / April 2026 | Total Number of Shares Purchased | Average Price Paid Per Share | 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) |
| --- | --- | --- | --- | --- |
| Open market and privately negotiated purchases | $100 | 47.7 | - | - |
| May 2026 | | | | |
| Open market and privately negotiated purchases | - | - | - | - |
| June 2026 | | | | |
| Open market and privately negotiated purchases | - | - | | |
| Total | $100 | 47.7 | - | 92,547,649 |
(1) On November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of the Company’s common shares, which authorization was subsequently increased to up to $100 million in November 2024. On November 5, 2025, the Board of Directors approved an increase in the share repurchase authorization to $150 million. In February 2026, the Board approved another program expansion to $250 million. 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 June 30, 2026, 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 Holdings Inc. for the quarter ended June 30, 2026, 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) |
**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 HOLDINGS 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: August 6, 2026
---
## EX-31.1
SEC source: [ex31-1.htm](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex31-1.htm)
**EXHIBIT
31.1**
**CERTIFICATION
OF CHIEF EXECUTIVE OFFICER**
**PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I,
Jose M. Daes, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Tecnoglass Holdings Inc.; |
| --- | --- |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date:
August 6, 2026
*/s/ Jose M. Daes*
Jose M. Daes
Chief Executive Officer
---
## EX-31.2
SEC source: [ex31-2.htm](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex31-2.htm)
**EXHIBIT
31.2**
**CERTIFICATION
OF CHIEF FINANCIAL OFFICER**
**PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I,
Santiago Giraldo, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Tecnoglass Holdings Inc.; |
| --- | --- |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date:
August 6, 2026
*/s/ Santiago Giraldo*
Santiago Giraldo
Chief Financial Officer
(Principal financial and accounting officer)
---
## EX-32
SEC source: [ex32.htm](https://www.sec.gov/Archives/edgar/data/1534675/000149315226036362/ex32.htm)
**EXHIBIT
32**
**CERTIFICATION
PURSUANT TO**
**18
U.S.C. SECTION 1350**
**AS
ADOPTED PURSUANT TO**
**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**
In
connection with the Quarterly Report of Tecnoglass Holdings Inc. (the “Company”) on Form 10-Q for the period ended June 30,
2026 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated
August 6, 2026
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)