Tecnoglass Special Committee Completes Review, Company Reaffirms the Veracity of its Financial Reporting
March 17 2022 - 7:00AM
Tecnoglass, Inc.
(NASDAQ: TGLS) ("Tecnoglass" or the
"Company") today announced that the Special Committee of
the Company’s Board of Directors that was formed to assess the
allegations in a short seller report issued on December 9, 2021 has
completed its fact-finding assessment. Consistent with the
allegations in the short seller report and as previously outlined,
the Special Committee’s mandate was to (1) investigate whether
transactions with certain related parties were not properly
disclosed, (2) identify and consider the controls associated with
related party transactions, and (3) assess the veracity of
allegations in the short seller report of past law enforcement
activity involving certain Tecnoglass officers. While the Special
Committee has been focused only on the issues outlined above, the
Special Committee did not, during the course of its work, identify
evidence of fraud associated with the related-party transactions
referenced in the short seller report.
The findings from the Special Committee’s review
have not resulted in an adverse effect on the Company’s
consolidated financial statements, results of operations, or
liquidity for the fiscal year ended December 31, 2021 or other
previously reported periods.
As part of this assessment, the Company did not
identify any accounting inconsistencies requiring restatements of
previous financial statements.
Yesterday, the Company filed its 2021 Annual
Report on Form 10-K with the Securities and Exchange Commission in
which the Company concluded that its internal controls over
financial reporting were effective in providing reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A copy of
The Company’s Annual Report on Form 10-K and its independent
auditor’s opinion is available on the SEC's website at
http://sec.gov.
The Company also reaffirmed its full year 2022
outlook, as issued on March 3, 2022, for revenues to grow to a
range of $575 million to $600 million and for adjusted EBITDA1 to
increase to a range of $170 million to $190 million.
José Manuel Daes, Chief Executive Officer of
Tecnoglass, stated, “We have always been committed to doing
business in the most ethical and transparent manner and complying
with all applicable laws, and we are very pleased that this review
by the Special Committee of the Board has concluded as it did,
which allows us to focus exclusively on the business and on
generating value for our shareholders”.
“We remain focused on executing on our business
plan, leveraging our strong capital position, and our structural
advantages that generated record results last year, to further
extend our leadership in the architectural glass industry and drive
improved returns for our all our stakeholders.”
Forward Looking Statements
This press release 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 and changes in assumptions or otherwise, except as
required by law.
1 Adjusted EBITDA reconciliation table can be found
https://investors.tecnoglass.com/news-releases/news-release-details/tecnoglass-reports-record-fourth-quarter-and-full-year-2021
Investor Relations: Santiago
GiraldoCFO305-503-9062investorrelations@tecnoglass.com
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