UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended September 30, 2025

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

For the transition period from to

Commission file number: 001-35436

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1271120

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

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

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

(Address of principal executive offices)

+1 305 638 5151

(Issuer’s telephone number)

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

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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

As of November 4, 2025, there were 46,569,446 ordinary shares, $0.0001 par value per share, outstanding.

TECNOGLASS INC.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Shareholders’ Equity	6
	Notes to Condensed Consolidated Financial Statements	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	25

	Item 4. Controls and Procedures	26

Part II. Other Information
	Item 1. Legal Proceedings	27

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27

	Item 5. Other Information	28

	Item 6. Exhibits	28
Signatures		29

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	123,991		$	134,882
Investments		3,080			2,645
Trade accounts receivable, net		242,655			202,915
Due from related parties		4,107			2,674
Inventories		194,404			139,642
Contract assets – current portion		30,366			22,920
Other current assets		59,846			54,332
Total current assets	$	658,449		$	560,010
Long-term assets:
Property, plant and equipment, net	$	445,075		$	344,433
Long-term account receivables		1,666			-
Deferred income taxes		543			285
Contract assets – non-current		15,136			15,208
Intangible assets		13,165			4,389
Goodwill		30,059			23,561
Long-term investments		57,755			63,264
Other long-term assets		6,229			5,498
Total long-term assets		569,628			456,638
Total assets	$	1,228,077		$	1,016,648
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	707		$	1,087
Trade accounts payable and accrued expenses		125,382			98,843
Due to related parties		9,993			9,864
Dividends payable		7,005			7,074
Contract liability – current portion		136,482			97,979
Other current liabilities		53,049			50,979
Total current liabilities	$	332,618		$	265,826
Long-term liabilities:
Deferred income taxes	$	18,874		$	11,419
Contract liability – non-current		1,428			-
Long-term debt		111,190			108,220
Total long-term liabilities		131,492			119,639
Total liabilities	$	464,110		$	385,465
COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ EQUITY
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	$	-		$	-
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,569,546 and 46,991,558 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		5			5
Legal Reserves		1,458			1,458
Additional paid-in capital		161,767			192,094
Retained earnings		651,162			538,787
Accumulated other comprehensive loss		(50,425	)		(101,161	)
Total shareholders’ equity		763,967			631,183
Total liabilities and shareholders’ equity	$	1,228,077		$	1,016,648

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

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

	2025			2024			2025			2024
	Three months ended						Nine months ended
	September 30,						September 30,
	2025			2024			2025			2024
Operating revenues:
External customers	$	259,189		$	237,439		$	734,606		$	648,456
Related parties		1,290			888			3,707			2,152
Total operating revenues		260,479			238,327			738,313			650,608
Cost of sales		(149,159	)		(129,094	)		(415,133	)		(377,138	)
Gross profit		111,320			109,233			323,180			273,470
Operating expenses:
Selling expense		(25,977	)		(23,190	)		(79,324	)		(60,773	)
General and administrative expense		(21,321	)		(18,348	)		(63,581	)		(52,846	)
Total operating expenses		(47,298	)		(41,538	)		(142,905	)		(113,619	)
Other Operating income		1,361			-			5,641			-
Operating income		65,383			67,695			185,916			159,851
Non-operating income, net		1,012			1,365			2,616			5,176
Equity method income		519			1,394			2,805			3,677
Foreign currency transactions (loss) gains		1,865			870			2,203			(4,858	)
Loss on debt extinguishment		(1,354	)		-			(1,354	)		-
Interest income (expense), net and deferred cost of financing		564			(1,811	)		(2,117	)		(5,923	)
Income before taxes		67,989			69,513			190,069			157,923
Income tax provision		(20,801	)		(19,978	)		(56,609	)		(43,630	)
Net income	$	47,188		$	49,535		$	133,460		$	114,293
Basic income per share	$	1.01		$	1.05		$	2.84		$	2.43
Diluted income per share	$	1.01		$	1.05		$	2.84		$	2.43
Basic weighted average common shares outstanding		46,847,728			46,996,554			46,941,647			46,996,655
Diluted weighted average common shares outstanding		46,847,728			46,996,554			46,941,647			46,996,655
Other comprehensive income:
Foreign currency translation adjustments		20,317			(2,657	)		53,153			(30,948	)
Change in fair value of derivative contracts		(2,565	)		(3,229	)		(2,417	)		(2,535	)
Other comprehensive income		17,752			(5,886	)		50,736			(33,483	)
Comprehensive income	$	64,940		$	43,649		$	184,196		$	80,810

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

Tecnoglass Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	2025			2024
	Nine months ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	133,460		$	114,293
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses		1,696			714
Depreciation and amortization		26,441			19,730
Deferred income taxes		4,576			(992	)
Equity method income		(2,805	)		(3,677	)
Gain on disposal of assets		(4,226	)		-
Deferred cost of financing		784			938
Other non-cash adjustments		410			113
Loss on extinguishment of debt		1,302
Realized gain on derivative instruments		(2,045	)
Unrealized currency translation loss		(18,264	)		3,045
Changes in operating assets and liabilities:
Trade accounts receivable		(33,029	)		(38,789	)
Inventories		(33,903	)		2,680
Prepaid expenses		(2,993	)		(2,930	)
Other assets		(2,771	)		5,050
Trade accounts payable and accrued expenses		15,235			10,063
Taxes payable		(7,800	)		(22,179	)
Labor liabilities		3,815			2,949
Other liabilities		65			11
Contract assets and liabilities		26,766			15,921
Related parties		(1,968	)		2,466
CASH PROVIDED BY OPERATING ACTIVITIES	$	104,746		$	109,406

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(675	)		(316	)
Business acquisition		(6,841	)		-
Dividends received		8,914			2,703
Sale of property and equipment		12,312			-
Acquisition of property and equipment		(81,695	)		(53,873	)
CASH USED IN INVESTING ACTIVITIES	$	(67,985	)	$	(51,486	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend		(21,143	)		(14,575	)
Deferred financing costs and debt issuance fees		(1,000	)		-
Non-controlling interest purchase		-			(2,500	)
Share repurchase		(30,327	)		(16	)
Proceeds from debt		116,018			2,657
Repayments of debt		(114,115	)		(48,966	)
CASH USED IN FINANCING ACTIVITIES	$	(50,567	)	$	(63,400	)

Effect of exchange rate changes on cash and cash equivalents	$	2,915		$	(1,938	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(10,891	)		(7,418	)
CASH AND CASH EQUIVALENTS - Beginning of period

SEC Form 10-Q filed by Tecnoglass Inc.