XML 27 R17.htm IDEA: XBRL DOCUMENT

Shareholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Shareholders' Equity

Note 10. Shareholders’ Equity

Dividends

The Company originally authorized the payment of four regular quarterly dividends to holders of ordinary shares at a quarterly rate of $0.125 per share, or $0.50 per share on an annual basis, with the first quarterly dividend being paid on November 1, 2016. The dividends are payable in cash or ordinary shares, at the option of the holders of ordinary shares. On May 11, 2017, the Company announced that commencing with the declared quarterly dividend for the third quarter of 2017 through any future dividends to be declared and paid through the second quarter of 2018, a 12% increase to $0.14 per share, or $0.56 per share on an annual basis would apply.

As a result, the Company has declared dividends for $6,108 as of March 31, 2019 and recorded a dividend payable amounting to $923 as of March 31, 2019. The Company issued 538,657 shares for the share dividends resulting in $5,163 being credited to Capital and paid $760 in cash during the three months ended March 31, 2019.

The Company analyzed the accounting guidance under ASC 505 and determined that this guidance is not applicable since the dividend are shares of the same class in which each shareholder is given an election to receive cash or shares. As such, the Company analyzed the dividend under ASC 480 — Distinguishing Liabilities from Equity and concluded that the dividend should be accounted for as a liability since the dividend is a fixed monetary amount known at inception. A reclassification from dividend payable to additional paid-in capital was done for the stocks dividend elections.

Dividend declarations and the establishment of future record and payment dates are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company and its shareholders. The dividend policy may be changed or cancelled at the discretion of the Board of Directors at any time.

Follow-on Equity Offering

On March 25, 2019, the Company closed an underwritten follow-on public offering of 5,000,000 ordinary shares at a price to the public of $7.00 per share. As a result of this offering, the company received a net amount of $33,050 after deducting underwriting and other related fees, which were credited to share capital and additional paid in capital.

In addition, Tecnoglass granted the underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less the underwriting discount. Subsequently, on April 3, 2019, the underwriters exercised their options to issue 551,423 ordinary shares which are not reflected on the Company’s consolidated balance sheet as of March 31, 2019 but are considered in the calculation of diluted earnings per share, as discussed below.

Proceeds from the offering were subsequently used to complete a joint venture transaction by which the Company will own a minority stake in Vidrio Andino Holding, a subsidiary of Compagnie de Saint-Gobain S.A.(“Saint-Gobain”), a global construction materials conglomerate based out of Courbevoie, France. This transaction is further discussed below in Note 11. Commitments and Contingenies.

Earnings per Share

The following table sets forth the computation of the basic and diluted earnings per share for the three months ended March 31, 2019 and 2018:

		Three months ended March 31,
		2019				2018
Numerator for basic and diluted earnings per shares
Net Income		$	7,331			$	10,619

Denominator
Denominator for basic earnings per ordinary share - weighted average shares outstanding			38,611,867				37,393,304
Effect of dilutive securities and stock dividend			1,270,966				719,543
Denominator for diluted earnings per ordinary share - weighted average shares outstanding			39,882,833				38,112,847
Basic earnings per ordinary share		$	0.19			$	0.28
Diluted earnings per ordinary share		$	0.18			$	0.28

The effect of dilutive securities includes 719,543 shares for shares potentially issued in relation to the dividends declared as well as 551,423 ordinary shares issued on April 3, 2019 in connection with the underwriters’ options discussed above.