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Shareholders’ Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Shareholders’ Equity

  Note 18. Shareholders’ Equity

 

Preferred Shares

 

Tecnoglass is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

 

As of December 31, 2021, there are no preferred shares issued or outstanding.

 

Ordinary Shares

 

The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, a total of 47,674,773 Ordinary shares were issued and outstanding.

 

Legal Reserve

 

Colombian regulation requires that companies retain 10% of net income until it accumulates at least 50% of subscribed and paid in capital. The amount recorded meets this standard.

 

Earnings per Share

 

The following table sets forth the computation of the basic and diluted earnings per share for the years ended December 31, 2022, 2021, and 2020:

 

Schedule of Earnings Per Share, Basic and Diluted

   2022   2021   2020 
   Twelve months ended December 31, 
   2022   2021   2020 
Numerator for basic and diluted earnings per shares               
Net Income   156,412   $68,428   $23,841 
                
Denominator               
Denominator for basic earnings per ordinary share - weighted average shares outstanding   47,674,773    47,674,773    46,398,428 
Effect of dilutive securities and stock dividend   -    -    - 
Denominator for diluted earnings per ordinary share - weighted average shares outstanding   47,674,773    47,674,773    46,398,428 
Basic earnings per ordinary share   3.28   $1.44   $0.51 
Diluted earnings  per ordinary share   3.28   $1.44   $0.51 

 

Long Term Incentive Compensation Plan

 

On December 20, 2013, our shareholders approved our 2013 Long-Term Equity Incentive Plan (“2013 Plan”). Under the 2013 Plan, 1,593,917 ordinary shares are reserved for issuance in accordance with the plan’s terms to eligible employees, officers, directors and consultants. As of December 31, 2022, no awards had been made under the 2013 Plan.

 

Dividend

 

In November 2022, the Company declared a regular quarterly dividend of $0.075 per share, or $0.30 per share on an annualized basis, for the fourth quarter of 2022. The quarterly dividend was paid in cash on January 31, 2023, to shareholders of record as of the close of business on December 31, 2022.

 

The payment of any dividends is ultimately within the discretion of our Board of Directors. The payment of dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition and limitations imposed by our outstanding indebtedness.

 

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.

 

Non-controlling interest

 

We own 70% of the equity interest in ESMetals. When the Company owns a majority (but less than 100%) of a subsidiary’s stock, the Company includes in its Consolidated Financial Statements the non-controlling interest in the subsidiary. The non-controlling interest in the Consolidated Statements of Operations and Other Comprehensive Income is equal to the non-controlling interests’ proportionate share of the subsidiary’s net income and, as included in Shareholders’ Equity on the Consolidated Balance Sheet, is equal to the non-controlling interests’ proportionate share of the subsidiary’s net assets. In determining the fair value, we used the income approach and the market approach which was performed by the assistance of third party  valuation specialists under management.