Shareholders’ (deficit) and mezzanine equity |
12 Months Ended |
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Dec. 31, 2024 | |
| Equity [Abstract] | |
| Shareholders’ (deficit) and mezzanine equity | Shareholders’ (deficit) and mezzanine equity In connection with our issuances of non-convertible redeemable Series A preferred shares and warrants to L Catterton Latin America III, L.P., and convertible redeemable Series B preferred shares to Waha LATAM Investments Limited, on September 18, 2020, we amended our Memorandum of Association and Articles of Association to establish the terms of the Series A Preferred Shares and Series B Preferred Shares. See Note 5 for a description of the terms of the Series A Preferred Shares and Series B Preferred Shares. Common Stock We are authorized to issue an unlimited number of common shares without par value. Common stock is entitled to 1 vote per share. Common stock qualifies for dividends, when and if declared by our Board of Directors. Preferred Stock We are authorized to issue 150,000 series A preferred shares without par value (the “Series A Preferred Shares”) and 50,000 series B preferred shares without par value (the “Series B Preferred Shares”). Both Series A Preferred Shares and Series B Preferred Shares are not part of our shareholders’ equity, rather they are classified as mezzanine equity due to their redemption features. See Note 5 for a description of the rights attaching to the Series A Preferred Shares and Series B Preferred Shares. The Series A Preferred Shares are classified within the mezzanine equity section on our consolidated balance sheets due to the provisions that could cause the equity to be redeemable at the option of the holder. The Series B Preferred Shares are classified within the mezzanine equity section on our consolidated balance sheets due to the provisions that cause the equity to be redeemable upon the occurrence of a change of control. As of December 31, 2024 and 2023, we have no preferred stock outstanding as part of our shareholders’ equity. Warrants Pursuant to the L Catterton Investment Agreement, we agreed to issue to the Catterton Purchaser, warrants to purchase 11,000,000 Common Shares at an exercise price of $0.01 per share (“Penny Warrants”), subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on the Common Shares. The Penny Warrants expire ten years after the Catterton Closing Date. The Penny Warrants vest and are exercisable as of the issuance date. We classified our warrants in our shareholders’ equity and are included in our consolidated balance sheets within “Additional paid-in capital”. On June 11, 2024, L Catterton has converted their warrants into Common Stock by 10,992,759 ordinary shares (no per value). December 31, 2023, no warrants were exercised. Treasury Stock As of December 31, 2024 and 2023, our treasury stock was comprised of 854,561 and 6,259,966 shares of common stock amounting to $10,788 and $78,267, respectively. Share Repurchases We had no share repurchase program outstanding as of December 31, 2024 and 2023. Dividends on our Common Stock During the years ended December 31, 2024 2023 and 2022, we neither declared nor paid any dividends on our common stock. Dividends on our Mezzanine-classified Preferred Stock We paid dividends in cash to our Series A preferred shareholders for $15,418 on March 25, 2024 and $7,521 on September 26, 2024. We accrued $15,229 as of December 31, 2024. We paid dividends in cash to our Series A preferred shareholders for $7,896 on March 21, 2023 and $7,854 on September 26, 2023. We accrued $15,750 as of December 31, 2023. On March 31, 2022, we paid $15,375 in dividends to our Series A preferred shareholders. In September 2022, we did not pay dividends in cash but instead were accrued and accumulated $11,491. On March 21, 2024 we paid $499 in dividends to our Series B preferred shareholders. During the years ended December 31, 2023 and 2022, we paid $2,000 in dividends to our Series B preferred shareholders, respectively. Accumulated Other Comprehensive Income / (Loss) The balance of accumulated other comprehensive income / (loss) as of December 31, 2024, 2023 and 2022 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency translation gain (losses) for the years ended December 31, 2024, 2023 and 2022 of $(22,492), $4,434 and $1,973, respectively.
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