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Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions

Note 3. Acquisitions

 

Contiglass Asset Acquisition, LLC

 

In April 3, 2025, Tecnoglass acquired certain assets and assumed liabilities of Florida-based Continental Glass Systems, LLC., a premier provider of innovative architectural glass and glazing solutions in the Southeast U.S., to create wholly owned Contiglass Asset Acquisition, LLC (“Contiglass). This acquisition included a manufacturing plant, various intangibles, and a substantial project backlog in both execution and pipeline phases. This transaction is considered a business combination under U.S. GAAP. Continental’s production capabilities, high-quality product portfolio, and reputation for excellence strengthens Tecnoglass’ U.S. market presence, broadens its client reach, and creates synergies that reinforce Tecnoglass’ leadership position in the architectural glass industry. Additionally, the Company anticipates operational benefits as it integrates Continental’s supply chains into its existing manufacturing operations.

 

The purchase price for the acquisition was $10,429, of which $6,588 of the purchase price was paid in cash by the Company on April 3, 2025, post-acquisition working capital adjustment of $253 was paid 45 days after transaction closing date, with the remaining amount to be payable by the Company in cash within 365 days after closing date. The total amount of acquisition-related costs was $588, which are included within general and administrative expenses in the Statement of operations for the period ending June 30, 2025.

 

The total consideration transferred is $10,429. Under ASC 805, a company can apply measurement period adjustments during the twelve-month period after the date of acquisition. During this period, the acquirer may adjust preliminary amounts recognized at the acquisition date to their subsequently determined final fair values. The allocation of the consideration transferred was based on management’s judgment after evaluation of several factors, including a preliminary valuation assessment. Finalization of the analysis has not been completed and could result in measurement periods adjustments that could change the composition of current assets, fixed assets, intangible assets, goodwill, and liabilities. Goodwill is not expected to be deductible for tax purposes.

 

The following table summarizes the purchase price allocation of the total consideration transferred:

 

Consideration Transferred:    
Total purchase price  $10,429 
Recognized amounts of identifiable assets acquired and liabilities assumed:     
Cash and equivalents  $- 
Accounts Receivable   4,814 
Other Current Assets   585 
Property, plant, and equipment   826 
Trade Name   170 
Contract Backlog   670 
Notice of Acceptance and FBC permits   6,260 
Right-of-use assets   1,192 
Account payable   (2,890)
Accrued expenses   (81)
Service revenue deposit   (518)
Lease liabilities   (1,229)
Billings in excess of cost and profit   (5,987)
Total identifiable net assets   3,812 
Goodwill  $6,617 

 

The excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The identifiable intangible asset subject to amortization was the tradename, backlog of projects, and certain Notice of Acceptance and Florida Building Code permits, which have a remaining useful life of 2 two to five years. See Note 7 – Goodwill and Intangible Assets for additional information.

 

 

The acquired business contributed revenues of $5,296 and a net loss of $962 to the Company for the period from April 4, 2025 to June 30, 2025. The following unaudited pro forma financial information assumes the business acquisition had occurred at the beginning of the earliest period presented. Pro forma results have been prepared by adjusting our historical results to include the results from Continental Glass Systems’ acquired assets and assumed liabilities to reflect the amortization expense related to the intangible assets arising from the acquisition. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted if the acquisition had been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results.

 

  

Pro-Forma

   Pro-Forma   Pro-Forma   Pro-Forma 
   Three Months   Three Months   Six Months   Six Months 
   Ended   Ended   Ended   Ended 
 

June 30,
2025

  

June 30,
2024

  

June 30,
2025

  

June 30,
2024

 
Pro Forma Results                    
Net sales  $255,692   $228,409   $482,220   $429,125 
                     
Net income  $44,108   $34,156   $83,548   $63,022