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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 5, 2026
TECNOGLASS
HOLDINGS INC.
(Exact
Name of Registrant as Specified in Charter)
| Florida |
|
001-35436 |
|
98-1271120 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3550
NW 49th Street, Miami, Florida 33142
Avenida
Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia
(Address
of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
TGLS |
|
The
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
On
November 5, 2026, Tecnoglass Holdings Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Original Form
8-K”) that included, as Exhibit 99.1, a press release announcing its financial results for the third quarter ended September 30,
2026 (the “Original Earnings Release”). Subsequent to issuance of the Original Earnings Release and furnishing of the Original
Form 8-K and, in connection with the completion of its financial close procedures for its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2026 (the “Quarterly Report”), the Company corrected the accounting for deferred income taxes
associated with changes in the fair value of treasury stock, which are recognized in shareholders’ equity. A valuation allowance
was recorded on the deferred tax asset related to the capital loss based on available projections. The correct valuation allowance was
included in the Quarterly Report. The Company is furnishing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to the
Original Form 8-K to provide the revised information relating to the income tax provision and related amounts that were presented in
the Original Earnings Release.
The
correction had the following effects on amounts presented in the Original Earnings Release:
Three
and nine months ended September 30, 2026
| ● | Income
tax provision increased by $6.0 million in each period, from $2.4 million to $8.5 million
for the three months and from $28.4 million to $34.5 million for the nine months. |
| ● | Net
income decreased by $6.0 million in each period, from $22.8 million, or $0.51 per diluted
share, to $16.7 million, or $0.38 per diluted share, for the three months, and from $79.2
million, or $1.78 per diluted share, to $73.2 million, or $1.65 per diluted share, for the
nine months. |
| ● | Adjusted
net income decreased by $6.0 million in each period, from $27.3 million, or $0.61 per diluted
share, to $21.2 million, or $0.48 per diluted share, for the three months, and from $85.7
million, or $1.93 per diluted share, to $79.6 million, or $1.79 per diluted share, for the
nine months. |
Condensed
consolidated balance sheet as of September 30, 2026
| ● | Total
assets at such date decreased by $2.1 million, from $1,528.4 million to $1,526.3 million,
reflecting the lower deferred tax assets. |
| ● | Total
liabilities at such date increased by $3.9 million, from $707.0 million to $710.9 million,
reflecting the higher deferred tax liabilities. |
| ● | Total
shareholders’ equity at such date decreased by $6.0 million, from $821.4 million to
$815.4 million. |
Income
before income taxes of $25.2 million and $107.6 million for the three and nine months ended September 30, 2026 remains as originally
reported. The correction is non-cash and has no impact on revenue, operating income, Adjusted EBITDA or cash flows.
Adjusted
net income and adjusted earnings per share are non-GAAP financial measures. A reconciliation to the most directly comparable GAAP measures
is as follows:
Reconciliation
of Adjusted EBITDA and Adjusted net (loss) income to net (loss) income
(In
thousands, except share and per share data) / (Unaudited)
Adjusted
EBITDA and adjusted net (loss) income are non-GAAP performance measures. The Company’s management believes Adjusted EBITDA and
adjusted net (loss) income, in addition to operating profit, net (loss) income and other GAAP measures, are useful to investors to evaluate
the Company’s results because they exclude certain items that are not directly related to the Company’s core operating performance.
Investors should recognize that Adjusted EBITDA and adjusted net (loss) income might not be comparable to similarly-titled measures of
other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance
prepared in accordance with GAAP.
Reconciliations
of the non-GAAP measures used in this press release are included in the tables attached to this press release, to the extent available
without unreasonable effort. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information
is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. Items excluded
to arrive at forward-looking non-GAAP measures may have a significant, and potentially unpredictable, impact on our future GAAP results.
| | |
Three months ended | | |
Nine months ended | |
| | |
September 30, | | |
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net income | |
| 16,708 | | |
| 47,188 | | |
| 73,154 | | |
| 133,460 | |
| Foreign currency transactions losses (gains) | |
| 3,260 | | |
| (1,865 | ) | |
| (2,870 | ) | |
| (2,203 | ) |
| Provision for bad debt | |
| 507 | | |
| 710 | | |
| 1,829 | | |
| 1,697 | |
| Non-Recurring expenses (non-recurring professional fees, capital market fees, other non-core items) | |
| 2,459 | | |
| 1,383 | | |
| 9,692 | | |
| 8,680 | |
| Extinguishment of debt | |
| - | | |
| 1,354 | | |
| - | | |
| 1,354 | |
| Derivative financial instruments | |
| (25 | ) | |
| (2,727 | ) | |
| 254 | | |
| (2,727 | ) |
| Joint Venture VA (Saint Gobain) adjustments | |
| 241 | | |
| 366 | | |
| 316 | | |
| 224 | |
| Tax impact of adjustments at statutory rate | |
| (1,933 | ) | |
| 249 | | |
| (2,766 | ) | |
| (2,248 | ) |
| Adjusted net income | |
| 21,217 | | |
| 46,659 | | |
| 79,609 | | |
| 138,237 | |
| Basic income per share | |
| 0.38 | | |
| 1.01 | | |
| 1.65 | | |
| 2.84 | |
| Diluted income per share | |
| 0.38 | | |
| 1.01 | | |
| 1.65 | | |
| 2.84 | |
| Diluted Adjusted net income per share | |
| 0.48 | | |
| 1.00 | | |
| 1.79 | | |
| 2.94 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic weighted average common shares outstanding in thousands | |
| 44,365 | | |
| 46,848 | | |
| 44,452 | | |
| 46,942 | |
| Diluted Weighted Average Common Shares Outstanding in thousands | |
| 44,365 | | |
| 46,848 | | |
| 44,452 | | |
| 46,942 | |
| | |
Three months ended | | |
Nine months ended | |
| | |
September 30, | | |
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Net income | |
| 16,708 | | |
| 47,188 | | |
| 73,154 | | |
| 133,460 | |
| Interest expense and deferred cost of financing | |
| 4,501 | | |
| 1,686 | | |
| 10,765 | | |
| 4,367 | |
| Income tax provision | |
| 8,464 | | |
| 20,801 | | |
| 34,461 | | |
| 56,609 | |
| Depreciation & amortization | |
| 11,836 | | |
| 9,958 | | |
| 33,203 | | |
| 26,441 | |
| Foreign currency transactions losses (gains) | |
| 3,260 | | |
| (1,865 | ) | |
| (2,870 | ) | |
| (2,203 | ) |
| Provision for bad debt | |
| 507 | | |
| 710 | | |
| 1,829 | | |
| 1,697 | |
| Non-Recurring expenses (non-recurring professional fees, capital market fees, other non-core items) | |
| 2,459 | | |
| 1,383 | | |
| 9,692 | | |
| 8,680 | |
| Extinguishment of debt | |
| - | | |
| 1,354 | | |
| - | | |
| 1,354 | |
| Derivative financial instruments | |
| (25 | ) | |
| (2,727 | ) | |
| 254 | | |
| (2,727 | ) |
| Joint Venture VA (Saint Gobain) EBITDA adjustments | |
| (51 | ) | |
| 628 | | |
| 446 | | |
| 1,417 | |
| ADJUSTED EBITDA | |
| 47,659 | | |
| 79,116 | | |
| 160,934 | | |
| 229,095 | |
The
Company makes no admission as to the materiality of any information in this Amendment.
The
information furnished in this Amendment shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly
set forth by specific reference in such document.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 9, 2026
| |
TECNOGLASS
HOLDINGS INC. |
| |
|
| |
By: |
/s/
Jose M. Daes |
| |
Name: |
Jose
M. Daes |
| |
Title: |
Chief
Executive Officer |