Tecnoglass Holdings (TGLS) risk factors, FY2025 10-K

Risks Related to Our Business Operations

1. 01We operate in competitive markets, and our business could suffer if we are unable to adequately address potential downward pricing pressures and other factors that may reduce operating margins
2. 02Failure to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our financial condition and results of operation
3. 03The volatility of the cost of raw materials used to produce our products could materially adversely affect our results of operations in the future
4. 04We depend on third-party suppliers for our raw materials and any failure of such third-party suppliers in providing raw materials could negatively affect our ability to manufacture our products
5. 05We rely on third-party transportation, which subjects us to risks and costs that we cannot control, and which risks and costs may materially adversely affect our operations
6. 06We may not realize the anticipated benefit through our joint venture with Saint-Gobain as the construction of a new plant as part of the joint venture may not be completed as planned
7. 07The success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquisitions and to retain key employees of our acquired businesses
8. 08We may not be able to realize the expected return on our growth and efficiency capital expenditure plan62% rewritten
9. 09Our success depends upon our ability to develop new products and services, integrate acquired products and services and enhance existing products and services through product development initiatives and technological advances. Any failure to make such improvements could harm our future business and prospects
10. 10The home building industry and the home repair and remodeling sector are regulated, and any increased regulatory restrictions could negatively affect our sales and results of operations
11. 11Changes in building codes could lower the demand for our impact-resistant windows and doors
12. 12We are subject to labor, and health and safety regulations, and may be exposed to liabilities and potential costs for lack of compliance
13. 13Equipment failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns that prevent us from producing our products
14. 14Our reliance for a majority of our business on a single facility subjects us to concentrated risks
15. 15Customer concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows
16. 16Our results may not match our provided guidance or the expectations of securities analysts or investors, which likely would have an adverse effect on the market price of our securities
17. 17If new construction levels and repair and remodeling markets decline, such market pressures could negatively affect our results of operations
18. 18We may be adversely affected by disruptions to our manufacturing facilities or disruptions to our customer, supplier or employee base
19. 19Our business involves complex manufacturing processes that may cause personal injury or property damage, subjecting us to liabilities, possible losses, and other disruptions of our operations in the future, which may not be covered by insurance
20. 20The nature of our business exposes each of our subsidiaries to product liability and warranty claims that, if adversely determined, could negatively affect our financial condition and results of operations and the confidence of customers in our products
21. 21We are subject to potential exposure to environmental liabilities and are subject to environmental regulation and any such liabilities or regulation may negatively affect our costs and results of operations in the future
22. 22Weather can materially affect our business and we are subject to seasonality
23. 23Our results of operations could be significantly affected by foreign currency fluctuations and currency regulations
24. 24For a more detailed description of foreign exchange regulations in Colombia, see “Risk factors – Risks Related to Colombia and Other Countries Where We Operate – The Colombian government and the Central Bank exercise significant influence on the Colombian economy”
25. 25We are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects in the future
26. 26Members of our management team have been, may be, or may become, involved in litigation, investigations or other proceedings. The defense or prosecution of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect on us
27. 27We have entered into significant transactions with affiliates or other related parties, which may result in conflicts of interest
28. 28The interests of our controlling shareholders could differ from the interests of our other shareholders
29. 29We conduct all of our operations through our subsidiaries and will rely on payments from our subsidiaries to meet all of our obligations and may fail to meet our obligations if our subsidiaries are unable to make payments to us
30. 30Increasing interest rates could materially adversely affect our ability to generate positive cashflows and secure financing required to carry out our strategic plans
31. 31Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations

Risks Related to Colombia and Other Countries Where We Operate

1. 32Our operations are located in Colombia, which may make it more difficult for U.S. investors to understand and predict how changing market and economic conditions will affect our financial results71% rewritten
2. 33Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations22% rewritten
3. 34The Colombian Government and the Central Bank exercise significant influence on the Colombian economy
4. 35Factors such as Colombia’s growing public debt and fluctuating exchange rates could adversely affect the Colombian economy63% rewritten
5. 36Economic instability in Colombia could negatively affect our ability to sell our products28% rewritten
6. 37We are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results in the future
7. 38Our business could be negatively impacted by potential tariffs imposed by the U.S government and trade tensions between the U.S. and Colombia100% rewritten
8. 39Given that our primary manufacturing facilities are located in Colombia and approximately 94.8% of our sales for the fiscal year ended December 31, 2025, were generated in the United States, these tariffs directly increase our costs and may pressure our profit marginsNew
9. 40We are subject to trade investigations conducted by U.S. authorities over Colombian products that may result in additional duties for our products
10. 41We are subject to regional and national economic conditions in the United States24% rewritten
11. 42The Russian invasion of Ukraine starting in February 2022 has contributed to elevated global tensions and the imposition of economic sanctions and trade restrictions between the United States, the European Union and other countriesNew
12. 43Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and our financial condition82% rewritten
13. 44Tensions with neighboring countries, including Venezuela and other Latin American countries, may affect the Colombian economy and, consequently, our results of operations and financial condition in the future70% rewritten
14. 45Government policies and actions and judicial decisions in Colombia could significantly affect the local economy and, as a result, our results of operations and financial condition in the future
15. 46We are subject to money laundering and terrorism financing risks
16. 47Changes in Colombia’s customs, import and export laws and foreign policy, may have an adverse effect on our financial condition and results of operations
17. 48It may be difficult or impossible to enforce judgments of courts of the United States and other jurisdictions against our Colombian subsidiaries or any of their directors, officers and controlling persons
18. 49New or higher taxes resulting from changes in tax regulations or the interpretation thereof in Colombia could adversely affect our results of operations and financial condition in the future85% rewritten
19. 50We are subject to various U.S. export controls and trade and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
20. 51Natural disasters in Colombia could disrupt our business and affect our results of operations and financial condition in the future65% rewritten

Risks Related to Us and Our Securities

1. 52Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited
2. 53If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our business
3. 54We cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow generation could limit our ability to continue to pay dividends on our ordinary shares
4. 55If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
5. 56If a United States person is treated as owning at least 10% of the value or voting power of our shares, such holder may be subject to adverse U.S. federal income tax consequences
6. 57We may be adversely affected by any disruption in our information technology systems. Our operations are dependent upon our information technology systems, which encompass all of our major business functions