General Investor Presentation - September 2017 - Tecnoglass Inc.
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Disclaimer Disclaimer This presentation (including any information which has been or may be supplied in writing or orally in connection herewith or in connection with any further inquiries, this “Presentation”) contains information regarding Tecnoglass Inc. and its subsidiaries, as applicable, where it holds a direct or indirect interest (together “Tecnoglass” or the “Company”) that is confidential and proprietary to the Company. We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. By participating in this Presentation, each participant agrees to the terms hereof, as follows: Each participant will and will cause its directors, officers, employees, affiliates, agents, advisors and representatives to use the information contained in this Presentation only to evaluate the proposed transaction in respect of the Company and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. Neither the Company nor any of its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Only those representations and warranties that are made in a definitive written agreement relating to a transaction in respect of the Company, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. This Presentation does not purport to contain all of the information that may be required to evaluate a potential transaction in respect of the Company, and any person participating in this Presentation should conduct its own independent investigation and analysis. Forward Looking Statements This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. including statements regarding future financial performance. future growth and future acquisitions. These statements are based on Tecnoglass’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic. business. competitive and/or regulatory factors. and other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks. uncertainties and contingencies are indicated from time to time in Tecnoglass’ filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further. investors should keep in mind that Tecnoglass’ financial results in any particular period may not be indicative of future results. Tecnoglass is under no obligation to. and expressly disclaims any obligation to. update or alter its forward-looking statements. whether as a result of new information. future events. changes in assumptions or otherwise. Financial Presentation Certain of the financial information contained herein is unaudited and does not conform to SEC Regulation S-X. Furthermore. it includes EBITDA (earnings before interest. taxes depreciation and amortization) which is a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933. as amended. Accordingly, such information may be materially different when presented in Tecnoglass’ filings with the Securities and Exchange Commission. Tecnoglass believes that the presentation of this non-GAAP financial measure provides information that is useful to investors as it indicates more clearly the ability of Tecnoglass to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due. EBITDA was derived by taking earnings before interest. taxes. depreciation and amortization as adjusted for certain one-time non-recurring items and exclusions. No offer or solicitation This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. nor shall there be any sale. issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. as amended. 2
Tecnoglass at a Glance Overview Company Description Sales Geographic Mix • Tecnoglass Inc. (NASDAQ: TGLS, “Tecnoglass” or the “Company”) is a leading 2012 LTM 2Q’17 manufacturer of hi-spec architectural glass and windows for the commercial Others Panama and residential construction markets Panama 3% Others 2% • Tecnoglass was founded in 1984 11% 3% Colombia o Leadership position in both the U.S. and Colombia 38% 27% o Continuous commitment to product innovation and quality • Vertically‐integrated, state of‐the‐art manufacturing complex U.S. 68% U.S. o Strategic, cost‐effective location in Barranquilla, Colombia 48% o Efficient access to Americas, Caribbean and Pacific markets Colombia o Established a leading presence through consistent organic growth • Strong balance sheet and financial flexibility reinforces commitment to long- Recent company development continued growth strategy into the U.S market term dividend program at annualized rate of $0.56 per share Focus on Product Innovation Key Financial Metrics (US$mm) 30+ year track record of innovation and product development has made CAGR ‘12 – LTM 2Q‘17: 21.1% 305.0 308.1 Tecnoglass a company in the vanguard of the industry 242.2 183.3 197.5 Tecnoglass’ broad portfolio of high-end products includes: 130.3 Revenue 2012 2013 2014 2015 2016 LTM 2Q'17 Selected Products Soft Coated Glass Insulated Glass CAGR ‘12 – LTM 1Q’17: 27.9% Margin Laminated / Tempered Glass Aluminum Profiles 16.6% 20.3% 18.9% 23.6% 23.6% 21.2% Curved and Digital Print Glass Curtain Wall Systems Adjusted 72.0 65.3 57.1 EBITDA(1) 37.3 37.2 21.6 Recent capital investments have been deployed to develop state-of-the-art manufacturing plants with cutting-edge technology 2012 2013 2014 2015 2016 LTM 2Q'17 Source: Tecnoglass. Note: 2015 and 2016 financial Information has been retroactively adjusted to reflect the acquisition under common control of ES Windows. 2017 financial statements include four months of GM&P’s operations after 3 being acquired in March 1, 2017. 1. Estimated as Net Income plus income tax provision, interest expense, gain/loss on change in fair value of warrants and earnouts, exchange gain/loss, one timers and D&A.
Tecnoglass at a Glance Supplying Architectural Glass Products to Landmark Properties in the U.S and Latin America South Miami Dade W Hotel 50 United Nations Plaza Via 57 West Cultural Arts Center Ft. Lauderdale, FL New York, NY New York, NY Miami, FL Fordham University Parcel N UB Law New York, NY Washington, DC Baltimore, MD Waterway Square Wyly Theather 50 Causeway Street LaSalle School of Business Houston, TX Dallas, TX Boston, MA Philadelphia, PA Bahia Centro El Dorado Airport OPM Torre Global Hotel Marriott Centro Criollo de Ciencia Santo Domingo Airport Santa Marta, Colombia Bogotá, Colombia Buenos Aires, Argentina Ciudad de Panamá, Panamá Aruba, Aruba y Tecnología del Caribe Santo Domingo, San Juan, Puerto Rico Dominican Republic Brickell City Centre Grove at Grand Bay Ernst & Young 2929 Weslayan Astoria Cámara Colombiana de Ambar Oceanic Miami, Florida Miami, Florida Cleveland, Ohio Houston, Texas Houston, Texas Infraestructura Santa Marta, Colombia Medellín, Colombia 4 Source: Tecnoglass. Tecnoglass’ products are in use in projects in more than 20 countries
Attractive US Market Opportunity Effectively Positioned to Further Penetrate the US market Key Growth Drivers Tecnoglass US Footprint(4) • Apartment and condominium construction industry reached $38 billion in 2016, growing 10.9% p.a. since 2011 Apartment • Growth is expected to continue supported by increased investment in residential construction, aggressive lending into Condo the multifamily sector, and improved employment conditions Construction • Continued migration of the US population towards metropolitan areas and an increasing number of young professionals should also boost growth • Commercial building construction industry reached $196 billion in 2016, growing 10.7% p.a. since 2011 Commercial Building • Industry should continue growing driven by higher corporate profits, decreasing office vacancy rates , low interest rate Construction environment, and an increase in backlogs for commercial Tecnoglass’ Main Regions Tecnoglass Present (81% of US revenues) (19% of US revenues) constructors US Construction Glass & Aluminum Market (1,2,3) Glass & Glazing Contractors US Industry Ranking (5,6) • Tecnoglass market share in the • Key Recent Accomplishments in US market according to Glass Magazine US (Top 10) represents immense Tecnoglass Addressable Market opportunities for further 26% Tecnoglass S.A. GMP LLC. 30% penetration, given cost advantages and a very #2 Top Glass & Metal #7 Top Glaziers US 2017 Fabricators US 2017 fragmented market 2017 US$25.3 Bn Building and Construction Glass Sheet Metal for Window & Tecnoglass S.A. Tecnoglass S.A. Tecnoglass S.A. 44% Door #2 Top Glass & Metal #2 Top Glass & Metal #2 Top Glass Glass & Glazing Contractors, Fabricators US Fabricators US Fabricators US net of raw material costs 2016 2015 2014 Source: IBIS, Tecnoglass. 1.IBIS World. IBISWorld Industry Report 32721. Glass Product Manufacturing in the US, May 2017. 2.IBIS World. IBISWorld Industry Report 33232. Sheet Metal, Window & Door Manufacturing in the US, May 2017. 3.IBIS World. IBISWorld Industry Report 23815. Glass & Glazing Contractors in the US, June 2017. 4. Includes GMP and Componenti. 5 5.Glass Magazine. The Top Glass and Fabricators, February 2017.https://glassmagazine.com/article/commercial/2017-top-glass-fabricators-list-1716207 6.Glass Magazine. Top 50 Glaziers: 2017 Annual Report-The List, June 2017. https://glassmagazine.com/article/commercial/top-50-glaziers-2017-annual-report-list-1716576
Investment Highlights Leading Architectural Glass and Windows Company in Latin America and the U.S. Ample Room for Growth Supported by Favorable Industry Backdrop 1 Proven Track Record of Strong and Profitable Growth Supported by a Robust Backlog and Strategic M&A Activity 2 4 Vertically-Integrated Business Model Drives Operating Efficiencies 5 Built-to-Suit Innovative Products Pacing Ahead of Evolving Industry Unique Geographic Location Provides Ample Significant Advantages 3 Trends 6 Skilled Workforce Supported by Strong Leadership and Corporate Governance Framework 6
1 Ample Room for Growth Given Supportive Industry Backdrop 1 Commercial construction is Architectural Billing Index(1) Construction Put in Place in the U.S.(2) expected to grow at strong levels US$bn reflecting the improvement in the 60 U.S. economy, mostly driven by Score > 50 indicates 1,106 improved construction 1,035 1,067 dining sub-segments 56 997 57 outlook 942 U.S. Market 885 52 54 52 52 52 52 51 52 523 543 565 Additionally, residential and non- 48 49 50 470 500 48 445 residential segments are expected 44 to grow by 5% and 7% respectively 40 42 41 in 2017 472 497 512 523 541 440 ABI Index LTM ― The residential multifamily 2015 2016 2017E 2018E 2019E 2020E construction is expected to ABI points to continuous improvement in commercial construction Residential Non Residential increase by 7% in 2017 ― Lodging, Office and Commercial Construction Put in Place in Mid Tecnoglass' Main Regions and South Atlantic U.S.(2) sub-segments are expected to Mid and South Atlantic(1) US$bn drive non-residential construction Mid Atlantic South Atlantic with 9%, 8% and 6% expected growth in 2017 respectively 344 Delaware 321 331 302 312 West Virginia Maryland 292 Virginia 2 Total construction put in place in North Carolina 174 182 189 the South and Mid Atlantic(1) New York 147 156 167 South Carolina regions are expected to grow at 3% in 2017, with a 7% growth for non- Georgia residential buildings and a stable Pennsylvania 145 146 145 147 149 154 New Jersey activity for the residential end Florida markets 2015 2016 2017E 2018E 2019E 2020E Residential Non Residential Source: FMI, AIA 1. The American Institute of Architects (AIA) reported the Architecture Billing Index (ABI-July-2017). 50 represents the diffusion center. A score of 50 equals no change to outlook from the previous 7 month. Above 50 shows increase; Below 50 shows decrease. http://www.aia.org/press/releases/ 2. Mid Atlantic region is composed of New York, Pennsylvania and New Jersey. South Atlantic is composed of West Virginia, Virginia, Delaware, Maryland, North and South Carolina, Georgia and Florida. 3. Measure of value of construction installed or erected at the site during a given period.
1 Ample Room for Growth Given Supportive Industry Backdrop (Cont’d) Colombian Current GDP´s Performance By Industry (1) Macro Indicators Paving The Way For 2H Ramp-Up (3) (US$ billion) (in %) 400 ,0 378 410 360 301 350 ,0 291 283 9,0% 5,75% 300 ,0 310 7,75% 7,50% 8,0% 260 7,00% 250 ,0 7,0% 6,50% 6,25% 210 342 155 6,0% 4,50% 5,50% 5,25% 200 ,0 136 273 160 4,50% 4,50% 4,56% 4,42% 4,69% 264 256 5,0% 4,00% 150 ,0 110 3,99% 3,87% 4,0% 3,40% 100 ,0 141 60 2,79%2,86% 123 3,0% 50,0 10 36 27 27 28 13 14 2,0% - (4 0) 2Q´14 4Q´14 2Q´15 4Q´15 2Q´16 4Q´16 2Q´17 August´17 2.014 2.015 2.016 2017 2Q´16YTD 2Q´17YTD Forecast Inflation Rate National Bank Interest Rate Construction Other Total GDP Colombian Economic Activity Has Slowed Down But Macro Building Construction Licenses in Colombia (2) Policy Leads The Way For Improvement Area Approved by End Market (m² in ‘000 from January to June) Government recently updated its macroeconomic projections for expected GDP growth of 2% in 2017 and 3% in 2018. (4) 31 3% GDP growth forecasted for the second half, with construction amongst others, expected to lead the way. 25 25 26 Inflation rates are now within the Central Bank´s target (2-4%), signifying a 23 steep reduction from their recent peak of 8.6% as of 2Q 2016. Likewise, central 18 19 19 bank rates have dropped 225bps from their recent highs to 5.25% as of August. 12 11 Both indicators point to overall improvement in economic activity. 9 8 The construction sector backlog is set to grow low single digits in 2017 mainly 7 9 6 7 3 3 due to a recovery in residential activity, along with the support of government subsidies and programs which are set to increase demand in the real estate 2.014 2.015 2.016 2017 2Q´16YTD 2Q´17YTD Forecast market. Housing Other Total Local quotes and sales provide visibility for a ramp-up in activity for the next 18 months. Source: 1. DANE. Real GDP by Economic Activity August 2017. Converted to USD using the FX average rate for each year. 2. DANE. Statistics of Building Construction Licenses – ELIC, June 2017. https://www.dane.gov.co/index.php/estadisticas-por-tema/construccion/licencias-de-construccion 8 3. Central Bank´s Policy Rate – Intervention Rate and Inflation and Target, August 2017. http://www.banrep.gov.co/ 4. Minister of Finance. “Colombia General Budget” August 2017. http://www.minhacienda.gov.co/HomeMinhacienda/ShowProperty?nodeId=%2FOCS%2FP_MHCP_WCC- 059064%2F%2FidcPrimaryFile&revision=latestreleased
Proven Track Record of Strong and Profitable Growth Supported 2 by a Robust Backlog and Strategic M&A Backlog has Increased as a Result of Efforts to Expand Geographic Footprint and Enter New Niche Markets, Such as High-Tech Curtain Walls Backlog Performance and Growth Evolution(1) Figures in US$mm 487 1 0,95 0,9 375 396 0,85 0,8 0,75 0,7 280 0,65 0,6 0,55 0,5 0,45 0,4 0,35 0,3 0,25 0,2 0,15 0,1 0,05 0 2014 2015 2016 2Q'17 Total Backlog Breakdown by Geography Breakdown by End Market 2016 LTM 2Q’17 2016 LTM 2Q’17 2% 2% 5% 3% 22% 3% 2% 25% 20% 26% 52% 95% 51% 92% USA (Florida) Colombia USA (Northeast / West / Other) Others Commercial Residential (Single Families / Developers) Retail (Dealers) Source: Tecnoglass. 9 Note: Backlog is shown as of the end of each time period. (1) Backlog as of 2016 does not assume GM&P contribution to expected revenues.
Proven Track Record of Strong and Profitable Growth Supported 2 by a Robust Backlog and Strategic M&A Activity (Cont’d) Selective Acquisitions Strengthen Tecnoglass’ Vertical Integration ES Windows and Acquisition of ES Windows LLC in Florida Allows for Continued Expansion of U.S. Customer Base GM&P acquisitions allow Tecnoglass to E.S. Windows, LLC. is a company incorporated in 2014 with the purpose of supporting further strengthen its the importing and distribution of Tecnoglass’ products in the U.S presence in the U.S. and enhance vertical E.S. Windows currently serves Tecnoglass’ main distribution channels into Florida and other U.S. markets, serving both the residential and commercial construction markets integration The purchase further consolidated and vertically integrated its business while providing additional synergies on Tecnoglass has distribution costs developed the ability to continue to successfully integrate GM&P Acquisition Fueling Additional Growth acquired businesses and realize anticipated GM&P Consulting and Glazing Contractors, Inc. excels at design and installation of benefits of such building enclosure systems such as curtain and window walls acquisitions Headquartered in Miami and highly focused on Florida market, with growing presence in Texas and the Southeast GM&P has conducted business with Tecnoglass during the last five years and was formerly the Company’s largest client Acquisition enhances vertical integration, streamlines distribution logistics and provides ability to complete some fabrication work internally in the U.S. when economically advantageous, provides added operational diversification 10 Source: Tecnoglass.
2 3 Unique Location Provides Significant Competitive Advantages Manufacturing and Delivery Cost Efficiencies Provide a Significant Structural Competitive Advantage and Result in High Barriers to Entry Main Competitive Advantages Strategically Located Manufacturing Units o1 Strategic location near three of The Barranquilla port is just 16 kilometers away from our production facilities and shipping to Miami’s main Colombia’s four main ports: port is a three-day journey, six days to New York and 11 days to Los Angeles (through the Panama Canal) Barranquilla, Cartagena and Santa Marta o Access to all major global markets Berlin, Germany o Low shipping rates Barcelona, Spain Boston, MA Ohio New York, NY Napoli, Italy o2 Diversified distribution Washington, DC Turkey Las Vegas, NV San Pedro - Los Angeles, CA Morocco Israel o Over 900 clients in North, Central Houston, TX Ft. Lauderdale, FL Nassau, Bahamas and South America Progreso, Mexico Rio Haina, Dominican Republic San Juan, Puerto Rico o Strong customer relationships Barranquilla - Colombia Puerto Limon, Costa Rica Trinidad and Tobago Manzanillo, Panama o3 Vertically integrated business model Ecuador Singapore o Internally supplied glass and Callao, Peru Brazil aluminum products Arica, Chile Rio de Janeiro, Brazil o Strategic raw material sources Santos, Brazil Val Paraiso, Chile Argentina 2.7 million sq ft o4 Low manufacturing costs state-of-the-art manufacturing unit in o Access to qualified, low-cost labor Barranquilla, Colombia supported by other manufacturing and shipping (NY008J6H) (NY008J6H) 852890_1.wor (NY008J6H) (NY008J6H) (NY008J6H) 852890_1.wor 852890_1.wor 852890_1.wor 852890_1.wor efficiencies provide significant structural competitive advantages ● The Colombian net import trade imbalance provides favorable shipping rates for exports 11 Source: Tecnoglass.
4 Vertically-Integrated Business Model Drives Operating Efficiencies Integrated Production Process… ● Tecnoglass’ top quality products enable the Operator Product / Service Target Market company to achieve leading market positions in the US and Latin America Commercial and residential o Family of window systems offers buildings including hotels, shopping centers, airports, tailored solutions for specific markets, universities and hospitals Glass Products with the US high-end market accounting for 68% of sales (LTM2Q´17). Architectural windows systems ● Vertical integration enhances cost structure for high, medium and low rise benefit High-End Glass & buildings Aluminium windows6 o Tecnoglass is unique in integrating the purchase of raw materials, the Contributes more than 90% of manufacture of glass and aluminum the raw materials for production products and the subsequent production Aluminium products of Tecnoglass aluminum used in windows products of customized glass and windows for architectural and industrial settings Main distribution channel into o Vertical integration allows Tecnoglass to Imports and distributes Florida and other U.S. products manufactured marketplaces, serving the price its products competitively while by the Group residential and commercial maintaining strict quality control and construction markets. enhancing time-to-market Design and installation of Architects, general contractors o Enhances our distribution capabilities building enclosure systems. and developers to design and and provides us with a unique Provides engineering and install industry leading glass opportunity to directly install value-add installation services. enclosures products in select projects 12 Source: Tecnoglass.
5 Built-to-Suit Innovative Products Pacing Ahead of Evolving Industry Trends Tecnoglass’ High-Quality Products and Exceptional Customer Service Allow it to Better Serve Customers and Support Organic Growth Architectural Glass Products Curtain Walls and Other Architectural Systems • Soft Coat Glass: This product offers excellent thermal insulation, and is designed to improve the energy efficiency of buildings • Curtain Wall Systems: • Acts as a window screen suspended outside a building; available in different • Laminated / Insu-Laminated Glass: Produced by bonding two glass sheets with an colors, thicknesses, glass types and finishes, and types of ventilation and design intermediate film in between. As a safety feature, this product fractures into small complements pieces if it breaks • Windows and Doors: • Insulated Glass: Manufactured with two or more glass sheets separated by an aluminum or micro-perforated steel profile, buffering noise and improving thermal • Available in different types of glass finishes and structures, normal, hurricane- control proof, soundproof, safety and thermal, fixed body, sliding windows and projecting windows • Silk-Screened Glass: Special paint is applied to glass using automatic machinery and numerical control, which ensures paint homogeneity and an excellent finish Aluminium Products • Bent Glass: Produced by bending a flat glass sheet over a mold, using an automated heat process, which maintains the glass’ physical properties • Bars, plates, profiles, rods and tubes used primarily in the manufacture of architectural glass settings, including • Digital Print Glass: Digital printing allows any kind of appearance required by the windows, doors, spatial separators and similar products client, offering versatility to projects Tecnoglass has earned the Miami-Dade County Notice of Acceptance, one of the most demanding certificates in the industry and a Tecnoglass’ products comply with Miami-Dade county’s safety code standards, as its laminated anti-hurricane glass resists impact, requirement to market hurricane-resistant glass in Florida pressure, water and wind Source: Tecnoglass. 13
Built-to-Suit Innovative Products Pacing Ahead of Evolving Industry Trends 5 (Cont’d) Increasing Demand for High-Performance and Energy Efficient Glass The bulk of demand for architectural glass stems from new buildings but, in coming years, retrofit of existing buildings is expected to be a key source of demand by end-users of architectural glass o Regulations are increasingly requiring energy-efficient, impact-resistant windows, which indirectly creates a massive market in the retrofit segment Growing demand for energy efficient buildings is giving rise to a new portfolio of products o Insulated Glass: An advanced energy-efficient glass, which is now widely being used by architects in residential and commercial buildings o Low-emissivity glass: Coated with invisible transparent material, which enables reduction of heat loss through windows o Fire resistant glass: Acts as a defense against smoke and flames, by blocking radiant heat o Self-cleaning glass: Specific coatings defines the utility of the glass. Hydrophobic coating reacts with sunlight to absorb organic dirt, whereas in hydrophilic coating rainwater hitting the glass rubs off loosened dirt accumulated on the glass Introducing High-end Interior Partitions for Commercial Glazing Systems Partition Wall system elegant, Partition Wall light and affordable luxury segment To be used in areas where no visual barrier is required and where transparency High tech oriented system with an elegant look and a rigorous design. needs to be accentuated. Built to provide acoustic comfort while always maintaining a high performance. Easily and quickly interchangeable without the integration of additional Highly adaptable with a transformation feature to become a customizable wall. materials or accessories. Targeted to all U.S. markets and also fit for residential space. Fast and easy to install on site. Targeted to all commercial markets within the U.S. and Latin America. Source: Tecnoglass. 14
Built-to-Suit Innovative Products Pacing Ahead of Evolving Industry Trends 5 (Cont’d) Tecnoglass’ Commitment to Innovation has Made it a Pioneer in Architectural Glass Technology, Resulting in a Portfolio of Top-Class Products A New Generation of Products Already in Production, Will Allow the Company to Penetrate New Markets and Generate New Opportunities • New approach to glass heat treatment • TecnoBend products are at the forefront of a new architectural movement: curved glass for non-conventional designs • Air flotation technology produces practically wave-free glass for both • We acquired a new Glaston machine for curved glass production, which clear and low-emissivity glass(1) results in highly resistant MSDV(2) glass with and without Low-E covering TecnoAir products entered production in 2Q 2016 The TecnoBend product line of “made-to-measure” curved glass entered production in early 2016 In addition to the significant investments in property and equipment, in 2015 and 2016 Tecnoglass also invested approximately US$2.0 million and US$2.2 million, respectively, in research and development Source: Tecnoglass. 15 (1) Low-emissivity glass minimize the amount of ultraviolet and infrared light that passes through the glass, improving the glass’ insulating properties. (2) Refers to Magnetron Sputtering Vacuum Deposition (also known as “sputtering”), which is one of the main technologies currently used to manufacture low-emissivity glass.
Skilled Workforce Supported by Strong Leadership and Corporate 6 Governance Framework C Supported by Experienced Management and a Strong Corporate Governance Framework Committees Independent Directors José M. Daes Audit Nomin. Comp. CEO and Chairman A Lorne Weil Christian T. Daes José Manuel Daes Christian Daes Rodolfo Espinosa COO CEO COO President Tecnoglass Inc. Tecnoglass Inc. CI Energia Solar Julio A. Samuel R. Torres Azout Martha L. Juan Carlos Byorum Vilariño Julio A. Samuel R Torres Azout Santiago Giraldo Andrea Zambrano CFO General Counsel Tecnoglass Inc. Tecnoglass Inc. Martha L. Byorum Juan Carlos Vilariño ● José Daes and Christian Daes each have more than 30 years of industry experience Lorne Weil Member Chair ● The executive management team has worked together for Non-Executive Chairman ● All of Tecnoglass’ Corporate Governance committees include independent Board several years at Tecnoglass’ operating subsidiaries Members Inside Director Independent Director 16 Source: Tecnoglass.
Operational Review Detailed, Integrated Production and Distribution Process Vertically Integrated Operations Provide Low Cost Base and Operational Flexibility (1) Suppliers Raw Material Production Process Final Product Sales, Distribution & Installation 3rd Party Providers of Glass: Distributors Saint Gobain Insulated PPG Glass Glass 2 Glass Others Sheets Production Process End Customers High-Spec Windows Installers Primary Painting Aluminum 1 Profiles Production Anodizing Process Source: Tecnoglass. 17 (1) Based on 1Q financial results including GM&P, acquired on March 2017.
Operational Review Ongoing Initiatives to Maintain Competitive Advantage with Cutting Edge Technology Energy Efficiency Lean Manufacturing Strategy in place to install 25MW of solar power In December 2015 Energia Solar started a re-vamp of its capacity in order to reduce gas consumption by 7% production process, with an “in-to-out” shift in focus resulting in tangible results that are already visible The first stage of the project commenced during 3Q16 in alliance with Panasonic LA – TESLA and is planned to The project expects to improve other processes: install solar panels that will produce the first 3 MW of planning, design, engineering, and materials solar energy. The project initiated in Tecnoglass S.A. in March of 2016 This investment contemplates tax benefits for the company, in light of government incentives for clean energy Key Metrics: • In-process product • Productivity • Time to delivery • Workforce intensity Source: Tecnoglass. 18
(1) Financial Highlights 2Q´2017 vs 2Q´2016 Highlights in US$mm Revenues grew 1.5% YoY as a result of higher sales into the U.S, mainly associated with the acquisition of GM&P and successful 2017 2016 $Δ %Δ penetration into new U.S markets. Key Financial Results 2Q 2Q Revenues 81,0 79,8 1,2 1,5% Margins and EBITDA were impacted by i) higher mix of GM&P Adjusted EBITDA(2) 13,4 17,7 -4,4 -24,6% (installation and engineering) revenues which carry lower margins, ii) higher D&A associated with the 2016 Capex Adjusted net income 2,6 9,3 -6,6 -71,5% investment phase and iii) carrying higher labor and SG&A cost as a Cash at end of period 43,7 37,1 6,6 17,7% % of sales to service growing backlog and higher expected Gross debt 226,9 211,4 15,5 7,3% revenues. Expected margins improvement for the second half of the year on revenue ramp-up and cost efficiencies. Net debt(3) 183,2 174,3 9,0 5,1% Capex(4) 2,3 9,7 -7,3 -75,7% To address the higher fixed cost labor structure, the Company has Paid cash interests 0,1 1,9 -1,8 -96,3% sought efficiencies and trimmed about 5% of its administrative Paid cash dividends 0,7 0,0 0,7 0,0% headcount and about 7% of its labor headcount compared to Q1 2017 personnel (head count reductions mainly in Q3). A favorable FX impact for 2Q´2017 resulted in a slight benefit Healthy cash balance driven by working capital improvements. to reported Colombia revenues compared to 2Q´2016. Conservative leverage metrics and stable net debt since 2016 FX rate went from an average of $2,994,68 COP per USD for following completion of growth capex phase. the 2Q´2016 to $2,919,56 COP per USD for the 2Q´2017. Installed capacity sufficient for 2017 and 2018 growth. For Q3 2017, announced 12% raise in dividend to annualized rate of $0.56 per share and reaffirmed commitment to long-term dividend program. Notes: 1. Prior-period financial information in 2015 and 2016 has been retroactively adjusted for ES Windows, acquired under common control. 2017. Financial statements includes 4 months of GM&P, acquired on March 1, 2017. 19 2. 2Q YTD 2017 adjusted EBITDA excludes $5.8mm in extinguishment of debt, bond issuance costs and other non-recurring. 3. Net debt is calculated as gross debt (-) cash & equivalents. 4. Includes acquisition of property and equipment, assets acquired under capital lease and debt.
(1,2) Revenue & Adjusted EBITDA Bridge 2Q´2017 vs 2Q´2016 Revenue increased derived mainly from the U.S. projects attributable to GM&P, partially offset by Colombia revenue drop given market factors and pent-up construction activity 14 00 . 00 3 Months Analysis - Q2 2017 QTD in US$mm 12 00 . 00 10 00 . 00 12.568 2.051 389 80 . 00 - - 13.164 681 - - 60 . 00 40 . 00 79.813 80.976 20 . 00 0 2Q 2016 U.S. Colombia Panama/Bolivia Other Foreing 2Q 2017 Revenues Countries Exchange Revenues Adj. EBITDA impacted by the combination of product mix and higher fixed costs in place to support growing backlog and lower than expected revenue 30 . 00 0 3 Months Analysis - Q2 2017 QTD in US$mm 25 . 00 0 20 . 00 0 - 15 . 00 0 408 - - 10 . 00 0 17.711 5.853 - 143 324 13.360 5.000 11.858 11.858 12.123 11.799 0 2Q 2016 Adj. Product/Service Volume SGA Non-operating 2Q 2017 Adj. EBITDA Mix revenues, net EBITDA Notes: 1. Prior-period financial information in 2016 has been retroactively adjusted for ESWindows, acquired under common control. 2017. Financial statements in 2017 Include 4 months of GM&P, acquired on March 1, 2017. 2. Adj. EBITDA is estimated as net income plus income tax provision, interest expense, gain/loss on change in fair value of warrants and earnouts, 20 exchange gain/loss, one timers and D&A.
2017 Outlook 2017 Revenues projected to be $320 to $330mm, representing a 6.6% growth YoY at mid point GM&P sales provide meaningful contribution to 2017 revenues. Poised to benefit from $50mm of 2017 project revenues that have shifted into 2018. Similar dynamic evident in 2014, resulting in pent-up activity that subsequently shifted growth into 2015. Positive mid-term view supported by quoting activity, backlog expansion and pent-up demand. 2017 Adjusted EBITDA projected to be $57mm to $65m Adjusted EBITDA impacted by lower than expected invoicing resulting from backlog shift. Higher mix of revenue from GM&P which carries a lower engineering and installation margin. Higher cost structure during the H1 2017 to support higher expected revenues. Early Q3 2017 activity shows ramp-up in legacy revenues, which coupled with personnel reduction and other cost saving initiatives should enhance margins compared to H1 2017. 21
Arris at The Yards - Washington DC Appendix 22
Financial Review Consolidated Income Statement & Non-GAAP Reconciliation Figures in US$mm 2012 2013 2014 2015 2016 LTM 2Q'17 CAGR/Avg. 2Q 2016 2Q 2017 Revenues 130,3 183,3 197,5 242,2 305,0 308,141 21,1% 79,8 81,0 Cost of Sales (95,5) (127,9) (131,2) (151,4) (192,4) (203,379) 18,3% (51,8) (58,4) Gross Profit 34,9 55,4 66,3 90,9 112,6 104,762 27,7% 28,0 22,5 Margin % 26,8% 30,2% 33,6% 37,5% 36,9% 0,340 33,2% 35,1% 0,3 Operating Expenses (23,9) (28,1) (39,1) (51,3) (64,8) (69,112) 26,6% (15,3) (17,1) Operating Income 11,0 27,3 27,2 39,6 47,8 35,650 29,9% 12,7 5,4 Margin % 8,4% 14,9% 13,8% 16,3% 15,7% 0,116 13,4% 15,9% 0,1 Gain (loss) on change in fair value of warrant liability 0,0 7,6 (1,7) (24,9) 0,8 (11,822) n.m. 6,7 0,0 Gain (loss) on change in fair value of earnout shares 0,0 2,1 (10,8) (10,9) 4,7 (2,360) n.m. 3,3 0,0 Non-operating Income (Loss), net 3,6 4,0 12,2 15,1 2,8 (1,568) n.m. 0,2 (7,8) Interest Expense (5,5) (7,9) (8,9) (9,3) (16,8) (22,866) 37,2% (4,2) (5,2) Income Before Taxes 9,1 33,1 18,0 9,7 39,3 (2,966) n.m. 18,7 (7,6) Income Tax Provision (3,2) (8,7) (8,5) (20,7) (16,1) (5,358) 12,0% (4,1) 4,1 Minority Interest 0,0 0,0 0,0 0,0 0,0 (0,072) n.m. 0,0 (0,1) Net Income (Loss) 5,9 24,4 9,5 (11,0) 23,2 (8,396) n.m. 14,7 (3,6) Margin % 4,5% 13,3% 4,8% (4,5%) 7,6% (0,027) 3,8% 18,4% (4,4%) Adj. Net Income (Loss) Reconciliation Net Income (Loss) 5,9 24,4 9,5 (11,0) 23,2 (8,396) n.m. 14,7 (3,6) Foreign currency transactions losses (gains) (0,7) (1,3) (10,8) (10,1) 1,4 5,409 n.m. 1,0 8,7 Gain (loss) on change in fair value of warrant liability 0,0 (7,6) 1,7 24,9 (0,8) 11,822 n.m. (6,7) 0,0 Gain (loss) on change in fair value of earnout shares 0,0 (2,1) 10,8 10,9 (4,7) 2,360 n.m. (3,3) 0,0 One Timers 0,0 0,0 0,0 0,0 4,5 10,237 n.m. 0,0 1,6 Tax impact of adjustments at statutory rate 0,3 4,4 (0,7) (10,3) (0,2) (11,931) n.m. 3,6 (4,1) Adjusted Net Income (Loss)(1) 5,5 17,8 10,5 4,4 23,4 9,500 13,0% 9,3 2,6 Margin % 4,2% 9,7% 5,3% 1,8% 7,7% 0,031 5,3% 11,6% 3,3% Adjusted EBITDA Reconciliation Net Income 5,892 24,432 9,511 (11,020) 23,180 (8,396) n.m. 14,7 (3,6) Gain (loss) on change in fair value of earnout shares 0,000 (2,120) 10,807 10,858 (4,674) 2,360 n.m. (3,3) 0,0 Gain (loss) on change in fair value of warrant liability 0,000 (7,626) 1,711 24,901 (0,776) 11,822 n.m. (6,7) 0,0 Income Tax Provision (Benefit) 3,223 8,696 8,538 20,691 16,072 5,358 12,0% 4,1 (4,1) Interest Expense 5,513 7,886 8,900 9,274 16,814 19,705 32,7% 4,2 5,2 Foreign currency transactions losses (gains) (0,676) (1,255) (10,790) (10,059) 1,387 5,409 n.m. 1,0 8,7 One Timers 0,000 0,000 0,000 0,000 4,509 10,237 n.m. 0,0 1,6 Depreciation and Amortization 7,668 7,238 8,543 12,464 15,522 18,820 22,1% 3,7 5,5 Adjusted EBITDA 21,620 37,251 37,220 57,109 72,034 65,314 27,9% 17,7 13,4 Margin % 16,6% 20,3% 18,9% 23,6% 23,6% 21,2% 20,7% 22,2% 16,5% Source: Tecnoglass. 23 Note: 2015 and 2016 financial Information has been retroactively adjusted to reflect the acquisition under common control of ES Windows. 2017 financial statements include one month of GM&P’s operations after being acquired in March 1, 2017. (1) Excludes change in fair value of warrant and earnout liabilities.
Financial Review Consolidated Balance Sheet & Non-GAAP Reconciliation Figures in US$mm 2012 2013 2014 2015 2016 LTM 2Q'17 CAGR/Avg. 2Q 2016 2Q 2017 Cash & Equivalents 2,1 2,9 15,9 22,7 26,9 43,7 96% 37,1 43,7 Trade Accounts Receivable, net 37,4 50,9 44,7 67,1 92,3 106,3 26% 109,8 106,3 Inventories 21,6 24,2 29,0 48,7 55,1 61,1 26% 59,3 61,1 Other Current Assets 27,3 76,9 46,5 32,7 36,4 25,8 -1% 44,7 25,8 Total Current Assets 88,4 154,8 136,1 171,2 210,7 236,9 24% 250,9 236,9 Property, plant and equipment 63,0 87,4 104,0 136,0 170,8 165,1 24% 157,4 165,1 Other Long-Term Assets 2,5 6,0 10,4 14,3 13,2 43,7 88% (157,4) 43,7 Total Long-Term Assets 65,6 93,4 114,4 150,2 184,0 208,8 29% 0,0 208,8 Total Assets 154,0 248,2 250,5 321,4 394,7 445,7 27% 250,9 445,7 Short-Term Debt and Current Portion of Long-term Debt 7,1 29,7 54,9 17,6 2,7 5,5 -6% 70,5 5,5 Trade Accounts Payable 25,8 37,7 34,0 39,0 30,6 56,5 19% 61,4 56,5 Other Current Liabilities 23,7 41,1 23,8 77,4 45,1 43,1 14% 63,6 43,1 Total Current Liabilities 56,6 108,5 112,7 133,9 78,4 105,0 15% 195,5 105,0 Long-Term Debt 50,1 48,1 39,3 121,5 196,9 18,9 -19% 140,9 18,9 Corporated Bond 0,0 0,0 0,0 0,0 0,0 202,6 n.m. 0,0 202,6 Other Long-Term Liabilities 0,0 44,8 52,3 28,2 5,8 6,7 n.m. 6,3 6,7 Total Long-Term Liabilities 50,1 92,9 91,6 149,7 202,8 228,2 40% 147,2 228,2 Total Liabilities 106,7 201,3 204,3 283,6 281,2 333,2 29% 342,7 333,2 Equity atributable to non controlling Interest 0,0 0,0 0,0 0,0 0,0 1,2 n.m. 0,0 1,2 Equity atributable to controlling Interest 47,3 46,9 46,2 37,8 113,6 111,3 21% 78,3 111,3 Total Shareholders' Equity 47,3 46,9 46,2 37,8 113,6 112,5 21% 78,3 112,5 Credit Metrics Total Debt 57,3 77,8 94,2 139,1 199,6 226,9 36% 211,4 226,9 Cash & Equivalents 2,1 2,9 15,9 22,7 26,9 43,7 96% 37,1 43,7 Net Debt 55,1 75,0 78,3 116,4 172,7 183,2 31% 174,3 183,2 Total Debt / Adjusted EBITDA 2,6x 2,1x 2,5x 2,4x 2,8x 3,5x 2,7x 11,9x 17,0x Net Debt / Adjusted EBITDA 2,5x 2,0x 2,1x 2,0x 2,4x 2,8x 2,3x 9,8x 13,7x Adjusted EBITDA / Interest Expense 3,9x 4,7x 4,2x 6,2x 4,3x 3,3x 4,4x 4,2x 2,6x Source: Tecnoglass. 24 Note: 2015 and 2016 financial Information has been retroactively adjusted to reflect the acquisition under common control of ES Windows. 2017 financial statements include one month of GM&P’s operations after being acquired in March 1, 2017.
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