v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
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, subsequently extended. The total amount of acquisition-related costs was $588, which are included within general and administrative expenses in the Statement of operations during the second quarter of 2025.

 

The total consideration transferred was $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. The adjustment period ended on April 3, 2026.

 

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:  Preliminary
Purchase
Price
Allocation		   Measurement
Period
Adjustments		   Adjusted
Purchase
Price
Allocation		 
Cash and equivalents  $-    -    - 
Accounts Receivable   4,814    -    4,814 
Other Current Assets   585    -    585 
Property, plant, and equipment   826    -    826 
Trade Name   170    -    170 
Contract Backlog   670    -    670 
Notice of Acceptance and FBC permits   6,260    -    6,260 
Right-of-use assets   1,192    (555)   637 
Account payable   (2,890)   -    (2,890)
Accrued expenses   (81)   -    (81)
Service revenue deposit   (518)   94    (424)
Lease liabilities   (1,229)   580    (649)
Billings in excess of cost and profit   (5,987)   -    (5,987)
Total identifiable net assets   3,812    119    3,931 
Goodwill  $6,617    (119)  $6,498 

 

The excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed were 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 two to five years. See “Note 6 – Goodwill and Intangible Assets” for additional information.