Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39943 | |
Entity Registrant Name | MONDEE HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-3292448 | |
Entity Address, Address Line One | 10800 Pecan Park Blvd. | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78750 | |
City Area Code | 866 | |
Local Phone Number | 855-9630 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | MOND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,416,133 | |
Entity Central Index Key | 0001828852 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 23,337 | $ 27,994 |
Restricted cash and short-term investments | 8,951 | 7,993 |
Contract assets, net of allowance of $7 and $7 as of June 30, 2024 and December 31, 2023, respectively | 15,459 | 13,228 |
Prepaid expenses and other current assets | 6,732 | 7,250 |
Total current assets | 148,885 | 173,097 |
Property and equipment, net | 23,831 | 17,311 |
Goodwill | 82,758 | 88,056 |
Intangible assets, net | 92,288 | 102,029 |
Amounts receivable from related parties, excluding current portion | 0 | 43 |
Operating lease right-of-use assets | 4,024 | 3,232 |
Deferred income taxes | 752 | 752 |
Other non-current assets | 10,266 | 7,871 |
TOTAL ASSETS | 362,804 | 392,391 |
Current liabilities | ||
Government loans, current portion | 20 | 66 |
Accrued expenses and other current liabilities | 25,853 | 25,115 |
Earn-out liability, net, current portion | 4,013 | 4,843 |
Deferred revenue, current portion | 5,213 | 5,686 |
Long-term debt, current portion | 5,182 | 10,828 |
Total current liabilities | 162,160 | 161,569 |
Deferred income taxes | 8,473 | 12,334 |
Note payable to related party | 203 | 201 |
Government loans, excluding current portion | 127 | 142 |
Earn-out liability, net, excluding current portion | 2,116 | 4,322 |
Warrant liability | 102 | 137 |
Long-term debt, excluding current portion | 164,104 | 150,679 |
Deferred revenue, excluding current portion | 10,490 | 11,797 |
Operating lease liabilities, excluding current portion | 2,825 | 2,561 |
Other long-term liabilities | 8,088 | 8,073 |
Total liabilities | 358,688 | 351,815 |
Commitments and contingencies (Note 10) | ||
Redeemable preferred stock | ||
Series A preferred stock – 250,000,000 shares authorized, $0.0001 par value, 96,300 shares issued and outstanding as of June 30, 2024 and December 31, 2023 (liquidation preference $117,921 and $110,180 as of June 30, 2024 and December 31, 2023, respectively) | 115,734 | 105,804 |
Stockholders’ deficit | ||
Common stock – 500,000,000 Class A and 250,000,000 Class C shares authorized, $0.0001 par value, 86,034,886 and 83,252,040 Class A shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 9 | 8 |
Treasury stock – 4,623,532 and 4,623,532 shares of Class A Common Stock as of June 30, 2024 and December 31, 2023, respectively | (32,088) | (32,088) |
Additional paid-in capital | 312,770 | 306,326 |
Accumulated other comprehensive (losses) gains | (6,267) | 1,598 |
Accumulated deficit | (386,042) | (341,072) |
Total stockholders’ deficit | (111,618) | (65,228) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 362,804 | $ 392,391 |
Common Class A | ||
Stockholders’ deficit | ||
Common stock shares issued (in shares) | 86,034,886 | 83,252,040 |
Total shares outstanding prior to and immediately after Business Combination (in shares) | 86,034,886 | 83,252,040 |
Nonrelated Party | ||
Current assets | ||
Accounts receivable, net of allowance and amounts receivable from related parties, current portion | $ 94,347 | $ 116,632 |
Current liabilities | ||
Accounts payable | 121,838 | 114,989 |
Related Party | ||
Current assets | ||
Accounts receivable, net of allowance and amounts receivable from related parties, current portion | 59 | 0 |
Current liabilities | ||
Accounts payable | $ 41 | $ 42 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance | $ 3,621,000 | $ 5,185,000 |
Contract assets, allowance | $ 7,000 | $ 7,000 |
Temporary equity, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued (in shares) | 96,300 | 96,300 |
Temporary equity shares outstanding (in shares) | 96,300 | 96,300 |
Temporary equity, liquidation preference | $ 117,921 | $ 110,180 |
Treasury stock (in shares) | 4,623,532 | 4,623,532 |
Common Class A | ||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 86,034,886 | 83,252,040 |
Common shares, shares outstanding (in shares) | 86,034,886 | 83,252,040 |
Common Class C | ||
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 58,326 | $ 56,771 | $ 116,347 | $ 106,700 |
Operating expenses | ||||
Sales and marketing expenses | 38,107 | 40,060 | 78,374 | 77,505 |
Personnel expenses, including stock-based compensation of $10,922, $4,467, $16,168, and $6,623, respectively | 22,072 | 12,359 | 35,288 | 19,825 |
General and administrative expenses, including non-employee stock-based compensation of $590, $337, $645, and $742, respectively | 4,020 | 5,227 | 9,805 | 9,721 |
Information technology expenses | 268 | 1,376 | 2,337 | 2,299 |
Provision for credit losses, net | 349 | (34) | (54) | (701) |
Depreciation and amortization | 3,653 | 3,803 | 9,216 | 7,189 |
Restructuring expense, net | 158 | (168) | (131) | 1,361 |
Total operating expenses | 68,627 | 62,623 | 134,835 | 117,199 |
Loss from operations | (10,301) | (5,852) | (18,488) | (10,499) |
Other (expense) income | ||||
Interest income | 200 | 290 | 369 | 637 |
Interest expense | (12,818) | (8,415) | (22,750) | (16,632) |
Changes in fair value of warrant liability | (7) | 393 | 35 | 372 |
Other (expense) income, net | (2,590) | 984 | (3,495) | 1,306 |
Total other expense, net | (15,215) | (6,748) | (25,841) | (14,317) |
Loss before income taxes | (25,516) | (12,600) | (44,329) | (24,816) |
Benefit (provision) for income taxes | 4 | (2,008) | (641) | (2,707) |
Net loss | (25,512) | (14,608) | (44,970) | (27,523) |
Cumulative dividends allocated to preferred stockholders | (3,937) | (2,686) | (7,742) | (5,164) |
Net loss attributable to common stockholders | $ (29,449) | $ (17,294) | $ (52,712) | $ (32,687) |
Net loss attributable per share to common stockholders | ||||
Net loss attributable per share to common stockholders, basic (in dollars per share) | $ (0.36) | $ (0.22) | $ (0.66) | $ (0.43) |
Net loss attributable per share to common stockholders, diluted (in dollars per share) | $ (0.36) | $ (0.22) | $ (0.66) | $ (0.43) |
Basic and diluted | ||||
Basic (in shares) | 80,722,160 | 77,197,805 | 79,595,320 | 76,774,455 |
Diluted (in shares) | 80,722,160 | 77,197,805 | 79,595,320 | 76,774,455 |
Allocated share based compensation | $ 11,991 | $ 4,890 | $ 17,298 | $ 7,451 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Allocated share based compensation | $ 11,991 | $ 4,890 | $ 17,298 | $ 7,451 |
Personnel expenses | ||||
Allocated share based compensation | 10,922 | 4,467 | 16,168 | 6,623 |
Sales and other expenses | ||||
Allocated share based compensation | $ 590 | $ 337 | $ 645 | $ 742 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (25,512) | $ (14,608) | $ (44,970) | $ (27,523) |
Other comprehensive (loss), net of tax | ||||
(Loss) gain on currency translation adjustment | (4,861) | 2,913 | (7,865) | 2,904 |
Comprehensive loss | $ (30,373) | $ (11,695) | $ (52,835) | $ (24,619) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) $ in Thousands | Total | Interep | Orinter | Class A Common Stock | Treasury Stock | Shareholder Receivable | Additional Paid-in-Capital | Additional Paid-in-Capital Interep | Additional Paid-in-Capital Orinter | Accumulated Other Comprehensive Gains (Losses) | Accumulated Deficit |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 85,000 | ||||||||||
Preferred stock, beginning balance at Dec. 31, 2022 | $ 82,597 | ||||||||||
Mezzanine Equity | |||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 6,363 | ||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 85,000 | ||||||||||
Preferred stock, ending balance at Jun. 30, 2023 | $ 88,960 | ||||||||||
Balance at beginning (in shares) at Dec. 31, 2022 | 82,266,160 | ||||||||||
Balance at beginning at Dec. 31, 2022 | $ (29,322) | $ 7 | $ 0 | $ (20,336) | $ 271,883 | $ (621) | $ (280,255) | ||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | 0 | ||||||||||
Stockholders' Deficit | |||||||||||
Issuance of common stock related to vesting of restricted stock units (in shares) | 355,100 | ||||||||||
Tax withholding related to vesting of restricted stock units (in shares) | (104,898) | ||||||||||
Tax withholding related to vesting of restricted stock units | $ (1,015) | (1,015) | |||||||||
Stock based compensation | 7,365 | 7,365 | |||||||||
Currency translation adjustment | 2,904 | 2,904 | |||||||||
Net loss | (27,523) | (27,523) | |||||||||
Settlement of shareholder receivable (in shares) | 2,033,578 | ||||||||||
Settlement of shareholder receivable | 0 | $ (20,336) | 20,336 | ||||||||
Shares in escrow/shares issued for acquisitions (in shares) | 1,726,405 | ||||||||||
Shares in escrow/shares issued for acquisitions | $ 3,097 | $ 16,038 | $ 1 | $ 3,097 | $ 16,037 | ||||||
Accrual of dividends and accretion of redeemable series A preferred stock | (6,363) | (6,363) | |||||||||
Balance at end (in shares) at Jun. 30, 2023 | 84,242,767 | ||||||||||
Balance at end at Jun. 30, 2023 | $ (34,819) | $ 8 | $ (20,336) | 0 | 291,004 | 2,283 | (307,778) | ||||
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | 2,033,578 | ||||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2023 | 85,000 | ||||||||||
Preferred stock, beginning balance at Mar. 31, 2023 | $ 85,655 | ||||||||||
Mezzanine Equity | |||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 3,305 | ||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 85,000 | ||||||||||
Preferred stock, ending balance at Jun. 30, 2023 | $ 88,960 | ||||||||||
Balance at beginning (in shares) at Mar. 31, 2023 | 83,992,565 | ||||||||||
Balance at beginning at Mar. 31, 2023 | $ (26,705) | $ 8 | $ (20,336) | 0 | 287,423 | (630) | (293,170) | ||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2023 | 2,033,578 | ||||||||||
Stockholders' Deficit | |||||||||||
Issuance of common stock related to vesting of restricted stock units (in shares) | 355,100 | ||||||||||
Tax withholding related to vesting of restricted stock units (in shares) | (104,898) | ||||||||||
Tax withholding related to vesting of restricted stock units | $ (1,015) | (1,015) | |||||||||
Stock based compensation | 4,804 | 4,804 | |||||||||
Currency translation adjustment | 2,913 | 2,913 | |||||||||
Net loss | (14,608) | (14,608) | |||||||||
Shares in escrow/shares issued for acquisitions | $ 3,097 | $ 3,097 | |||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | (3,305) | (3,305) | |||||||||
Balance at end (in shares) at Jun. 30, 2023 | 84,242,767 | ||||||||||
Balance at end at Jun. 30, 2023 | $ (34,819) | $ 8 | $ (20,336) | $ 0 | 291,004 | 2,283 | (307,778) | ||||
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | 2,033,578 | ||||||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2023 | 96,300 | ||||||||||
Preferred stock, beginning balance at Dec. 31, 2023 | $ 105,804 | ||||||||||
Mezzanine Equity | |||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 9,930 | ||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2024 | 96,300 | ||||||||||
Preferred stock, ending balance at Jun. 30, 2024 | $ 115,734 | ||||||||||
Balance at beginning (in shares) at Dec. 31, 2023 | 83,252,040 | ||||||||||
Balance at beginning at Dec. 31, 2023 | $ (65,228) | $ 8 | $ (32,088) | 306,326 | 1,598 | (341,072) | |||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2023 | 4,623,532 | 4,623,532 | |||||||||
Stockholders' Deficit | |||||||||||
Issuance of common stock related to vesting of restricted stock units (in shares) | 1,183,751 | ||||||||||
Tax withholding related to vesting of restricted stock units (in shares) | (345,995) | ||||||||||
Tax withholding related to vesting of restricted stock units | $ (783) | (783) | |||||||||
Issuance of common stock through employee stock purchase plan (in shares) | 45,091 | ||||||||||
Issuance of common stock through employee stock purchase plan | 84 | 84 | |||||||||
Stock based compensation | 16,813 | 16,813 | |||||||||
Currency translation adjustment | (7,865) | (7,865) | |||||||||
Net loss | (44,970) | (44,970) | |||||||||
Shares in escrow/shares issued for acquisitions (in shares) | 1,899,999 | ||||||||||
Shares in escrow/shares issued for acquisitions | 1 | $ 1 | |||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | (9,670) | (9,670) | |||||||||
Balance at end (in shares) at Jun. 30, 2024 | 86,034,886 | ||||||||||
Balance at end at Jun. 30, 2024 | $ (111,618) | $ 9 | $ (32,088) | 312,770 | (6,267) | (386,042) | |||||
Ending balance, treasury stock (in shares) at Jun. 30, 2024 | 4,623,532 | 4,623,532 | |||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2024 | 96,300 | ||||||||||
Preferred stock, beginning balance at Mar. 31, 2024 | $ 110,796 | ||||||||||
Mezzanine Equity | |||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 4,938 | ||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2024 | 96,300 | ||||||||||
Preferred stock, ending balance at Jun. 30, 2024 | $ 115,734 | ||||||||||
Balance at beginning (in shares) at Mar. 31, 2024 | 85,197,929 | ||||||||||
Balance at beginning at Mar. 31, 2024 | (87,179) | $ 9 | $ (32,088) | 306,836 | (1,406) | (360,530) | |||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2024 | 4,623,532 | ||||||||||
Stockholders' Deficit | |||||||||||
Issuance of common stock related to vesting of restricted stock units (in shares) | 1,119,664 | ||||||||||
Tax withholding related to vesting of restricted stock units (in shares) | (327,798) | ||||||||||
Tax withholding related to vesting of restricted stock units | (724) | (724) | |||||||||
Issuance of common stock through employee stock purchase plan (in shares) | 45,091 | ||||||||||
Issuance of common stock through employee stock purchase plan | 84 | 84 | |||||||||
Stock based compensation | 11,512 | 11,512 | |||||||||
Currency translation adjustment | (4,861) | (4,861) | |||||||||
Net loss | (25,512) | (25,512) | |||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | (4,938) | (4,938) | |||||||||
Balance at end (in shares) at Jun. 30, 2024 | 86,034,886 | ||||||||||
Balance at end at Jun. 30, 2024 | $ (111,618) | $ 9 | $ (32,088) | $ 312,770 | $ (6,267) | $ (386,042) | |||||
Ending balance, treasury stock (in shares) at Jun. 30, 2024 | 4,623,532 | 4,623,532 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends payable (in USD per share) | $ 40.88 | $ 31.60 | $ 80.39 | $ 60.75 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (44,970) | $ (27,523) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 9,216 | 7,189 |
Deferred taxes | 427 | 62 |
Provision for credit losses, net | (54) | (701) |
Stock-based compensation | 16,813 | 7,365 |
Non-cash lease expense and lease impairment charges | 914 | 457 |
Amortization of loan origination fees | 4,183 | 4,126 |
Payment in kind interest expense | 6,498 | 2,807 |
Gain on termination of lease | (458) | (337) |
Unrealized (gain) loss on foreign currency exchange derivatives | (570) | 129 |
Change in the estimated fair value of earn-out consideration and warrants | 1,262 | 329 |
Payment of earn-out consideration in excess of acquisition date fair value | (1,873) | 0 |
Changes in operating assets and liabilities: | ||
Contract assets | (4,871) | (8,795) |
Prepaid expenses and other current assets | 787 | 494 |
Other non-current assets | (419) | (377) |
Accrued expenses and other liabilities | 1,357 | (262) |
Deferred revenue | (1,780) | (985) |
Operating lease liabilities | (853) | (608) |
Net cash provided by (used in) operating activities | 11,062 | (12,406) |
Cash flows from investing activities | ||
Capital expenditures | (7,785) | (4,474) |
Cash paid for acquisitions, net of cash acquired | (139) | (21,919) |
Purchase of restricted short term investments | 0 | (231) |
Net cash used in investing activities | (7,924) | (26,624) |
Cash flows from financing activities | ||
Repayment of debt | (1,900) | (2,063) |
Payment of preferred stock offering costs | (28) | 0 |
Loan origination fee for long term debt | (79) | (615) |
Payments of tax on vested restricted stock units | (793) | 0 |
Proceeds from common stock issued in connection with employee stock purchase plan | 84 | 0 |
Payment of earn-out consideration up to acquisition date fair value | (2,460) | 0 |
Payment of deferred consideration for Interep acquisition | (120) | 0 |
Payment of offering costs | 0 | (3,672) |
Proceeds from long term debt | 0 | 15,000 |
Net cash (used in) provided by financing activities | (5,296) | 8,650 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1,523) | 528 |
Net decrease in cash, cash equivalents, and restricted cash | (3,681) | (29,852) |
Cash, cash equivalents, and restricted cash at beginning of period | 34,666 | 78,841 |
Cash, cash equivalents and restricted cash at end of period | 30,985 | 48,989 |
Supplemental cash flow information | ||
Cash paid for interest | 5,472 | 5,476 |
Cash paid for income taxes, net of refunds | 244 | 85 |
Cash paid for LBF US divestiture and transition service expense | 702 | 0 |
Non-cash financing and investing activities | ||
Increase to operating right-of-use assets and lease liabilities from new operating leases and lease modifications | 1,720 | 246 |
Unpaid offering costs | 365 | 0 |
Unpaid preferred stock offering costs | 228 | 0 |
Unpaid loan origination fee for long term debt | 1,500 | 0 |
Property and equipment included in accounts payable | 1,822 | 22 |
Deferred consideration in connection with acquisition of Interep | 0 | 683 |
Shares withheld for tax withholding on vesting of restricted stock units | 783 | 1,015 |
Accrued Series A preferred stock dividend | 7,742 | 5,164 |
Unpaid consideration in connection with Tailor asset acquisition | 501 | 0 |
Interest capitalized for software development | 326 | 123 |
Related Party | ||
Changes in operating assets and liabilities: | ||
Accounts receivable and amounts receivable from related parties | (16) | 0 |
Amounts payable to related parties and accounts payable | 0 | 25 |
Nonrelated Party | ||
Changes in operating assets and liabilities: | ||
Accounts receivable and amounts receivable from related parties | 12,189 | (20,468) |
Amounts payable to related parties and accounts payable | 13,280 | 24,667 |
Common Class A | Orinter | ||
Non-cash financing and investing activities | ||
Issuance of stock | 0 | 19,134 |
Earnout Shares | Orinter | ||
Non-cash financing and investing activities | ||
Issuance of stock | $ 0 | $ 7,629 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Mondee Holdings, Inc. is a Delaware corporation. We refer to Mondee Holdings, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to Regulation S-X. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company’s subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive losses in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. Cash, cash equivalents, restricted cash and short-term investments The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments of $9.0 million and $8.0 million on the consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets to the total amounts presented in our condensed consolidated statements of cash flows: (in thousands) June 30, December 31, 2023 Cash and cash equivalents $ 23,337 $ 27,994 Restricted cash presented in restricted cash and short-term investments 7,648 6,672 Total cash, cash equivalents and restricted cash $ 30,985 $ 34,666 Accounts Receivable, Contract Assets and Allowance for Doubtful Accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets. Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets. During the six months ended June 30, 2024, the Company recorded a gain of $0.1 million to provision for credit losses, net, due to revision of estimates of expected credit losses on accounts receivables and contract assets and wrote off a total $1.5 million in accounts receivables. Certain Risks and Concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contract assets and accounts receivable. Significant concentrations are those that represent more than 10% of the Company’s total revenue, total accounts receivable, or total contract assets. As of June 30, 2024, there were two financial institutions with other receivable balances that accounted for more than 10% of total accounts receivable and there were two customers with contract asset balances that accounted for more than 10% of total contract assets. As of December 31, 2023 three parties accounted for more than 10% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from our customers, including airline companies, GDS service providers and banks partnered with our Fintech Program and our SaaS platform users, financial institutions partnered in our receivable process, as well as affiliates. Recently Issued Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ( “ ASU ” ) No. 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024, with early adoption permitted. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: June 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Foreign currency exchange derivatives 1 $ — $ 392 $ — $ 392 Total assets $ — $ 392 $ — $ 392 Liabilities Private placement warrant liability 2 $ — $ — $ 102 $ 102 Orinter earn-out consideration 3 — — 4,570 4,570 Consolid earn-out consideration 4 — — 390 390 Interep earn-out consideration 5 — — 1,620 1,620 Skypass earn-out consideration 6 — — 105 105 Total liabilities $ — $ — $ 6,787 $ 6,787 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives 1 $ — $ 300 $ — $ 300 Private placement warrant liability 2 — — 137 137 Orinter earn-out consideration 3 — — 6,540 6,540 Consolid earn-out consideration 4 — — 780 780 Interep earn-out consideration 5 — — 2,240 2,240 Skypass earn-out consideration 6 — — 161 161 Total liabilities $ — $ 300 $ 9,858 $ 10,158 ______________________________ 1 The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within prepaid expenses and other current assets. 2 On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of June 30, 2024, the Company had 232,500 private placement warrants outstanding. 3 The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million contingent on Orinter meeting certain adjusted EBITDA targets through the end of fiscal year 2025. As of June 30, 2024, $3.3 million has been paid out. 4 The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets by the end of fiscal year 2024. As of June 30, 2024, no payments have been made. 5 The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of June 30, 2024, $1.0 million has been paid out. 6 The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets through August 2026. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of June 30, 2024, no payments have been made. Short-Term Financial Assets and Liabilities The carrying values of the Company’s short-term financial assets and liabilities including cash and cash equivalents, restricted cash and short-term investments, accounts receivable, accounts payable and accrued expenses approximated their fair values as of June 30, 2024 and December 31, 2023, due to their short-term nature. The Company’s restricted cash and short-term investments comprise of cash and certificate of deposits held at banks. All of the Company’s outstanding debt are recorded on an amortized cost basis. Foreign Currency Exchange Derivatives The notional amount of the foreign currency exchange derivatives outstanding as of June 30, 2024 and December 31, 2023 is $7.8 million and $9.6 million, respectively. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The changes in fair value of the foreign currency exchange derivatives are recorded in other expense, net in the condensed consolidated statement of operations. For the three and six months ended June 30, 2024, the Company recorded gains of $1.0 million and $1.2 million, respectively, in other expense, net. For the three and six months ended June 30, 2023, the Company recorded gains of $0.1 million and $0.1 million, respectively, in other expense, net. These contracts are not designated as hedging instruments and changes in fair value are recorded in other expense, net on the condensed consolidated statement of operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarize the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3): Earn-out consideration Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Balance, beginning of period $ 6,627 $ 3,890 $ 9,721 $ — Additions of earn-out consideration with the acquisition of Orinter — — — 3,719 Additions of earn-out consideration with the acquisition of Interep — 1,390 — 1,390 Additions of earn-out consideration with the acquisition of Consolid — 2,520 — 2,520 Change in the estimated fair value of earn-out consideration 58 530 1,297 701 Transfer to Level 1 earn-out payable — — (4,333) — Balance, end of the period $ 6,685 $ 8,330 $ 6,685 $ 8,330 The earn-out consideration consists of the fair values of contingent consideration in connection with the Company’s acquisitions. The earn-out considerations are fair valued using the Monte Carlo Method and is a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of the earn-out liability. The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of June 30, 2024: Orinter Interep Consolid Skypass Cost of equity 20.9 % 26.9 % 28.0 % 20.9 % EBITDA volatility 57.0 % 57.0 % 34.0 % 59.0 % Equity volatility 88.0 % 88.0 % 68.0 % 89.0 % Required metric risk premium 13.5 % 17.5 % 11.5 % 14.0 % Risk-neutral adjustment factor 0.88 - 0.97 0.85 - 0.96 0.97 0.81 - 0.99 In the six months ended June 30, 2024, it was determined that Orinter and Interep achieved the first of multiple operating metrics specified in the purchase agreement and, as a result, a portion of earn-out consideration was transferred to Level 1 as earn-out payable given the certainty of payments. In April 2024, the Company paid out $3.3 million and $1.0 million for Orinter and Interep earn-out considerations, respectively. The Level 3 earn-out consideration is recorded in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. The Company recognized a loss of $0.1 million and $1.3 million for the remeasurement of the earn-out liabilities during the three and six months ended June 30, 2024, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations. The Company recognized a loss of $0.5 million and $0.7 million for the for the remeasurement of the earn-out liabilities during the three and six months ended June 30, 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations. Private placement warrant liability Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Balance, beginning of period $ 95 $ 1,314 $ 137 $ 1,293 Change in the estimated fair value of warrants 7 (393) (35) (372) Balance, end of the period $ 102 $ 921 $ 102 $ 921 The private placement warrant liability is fair valued using the Black-Scholes option-pricing model. The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Stock price $2.40 $2.76 Term (in years) 3.1 3.6 Expected volatility 78.0% 73.0% Risk-free rate 4.6% 4.0% Dividend yield —% —% Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. The Company recognized a $7 thousand loss and $35 thousand gain during the three and six months ended June 30, 2024, and a gain of $0.4 million and $0.4 million during the three and six months ended June 30, 2023, recorded in changes in fair value of warrant liability within the condensed consolidated statements of operations. Besides the transfer of the realized earn-out liability amounts discussed above, there were no other transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three and six months ended June 30, 2024 and 2023. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial asset’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. For the three and six months ended June 30, 2024 and 2023, respectively, the Company has not recorded any impairment charges on non-financial assets. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described in Note 12 – Segment Information, the Company has two reportable segments, Travel Marketplace and SaaS Platform. Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Travel Marketplace revenues $ 58,003 $ 56,652 $ 115,760 $ 106,201 Travel Transaction revenues 55,675 52,875 110,119 98,957 Air 30,645 32,887 59,057 69,647 Travel Package 16,573 11,228 32,539 17,820 Hotel 6,158 6,564 13,649 8,368 Other 2,299 2,196 4,874 3,122 Fintech Program revenues 2,328 3,777 5,641 7,244 SaaS Platform revenues 323 119 587 499 Subscription services revenue 323 119 587 499 Revenues, net $ 58,326 $ 56,771 $ 116,347 $ 106,700 Revenue by sales channel The following table presents the Travel Marketplace segment by sales channel for the for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Transactions through affiliates and with customers $ 58,003 $ 53,806 $ 115,663 $ 98,360 Transactions from travelers’ direct bookings — 2,846 97 7,841 Travel Marketplace revenues $ 58,003 $ 56,652 $ 115,760 $ 106,201 The Company generates mark-up fees and certain commissions from booking reservations directly placed by travelers through our platform. Amounts for transactions through affiliates and with customers includes revenues generated from mark-up fees and commissions via bookings placed by travel agencies. Contract Balances The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows: (in thousands) Accounts Contract Deferred Ending Balance as of December 31, 2023 $ 116,632 $ 13,228 $ 17,483 Increase/(decrease), net (22,285) 6,476 (1,780) Ending Balance as of June 30, 2024 $ 94,347 $ 19,704 $ 15,703 As of June 30, 2024, accounts receivable presented on the consolidated balance sheets includes $1.0 million of accounts receivable from our customers, including travel product suppliers, our Global Distribution System (“GDS”) service providers, our bank partners that partake in our Fintech Program and our Software-as-a-service (“SaaS”) platform users; $61.6 million of other receivables from financing institutions that we partner with (refer to further discussions below), and $31.7 million of other receivables from affiliated travel agencies and travelers. In partnering with financing institutions, the Company has the option to collect payments upfront or receive in installments as they become due. Fees paid to financing institutions for payments received in installments are recorded within sales and marketing expenses, as such expenses are associated with the collection of other receivables due from travelers and travel agencies. Financing fees associated with upfront payments are recorded within interest expense, as the Company pays additional fees to financing institutions as compared to the collection on the scheduled installments. During the three and six months ended June 30, 2024, the Company incurred upfront payment collection fees of $1.0 million and $2.8 million , respectively , which represents 6% and 11% of the total other expense, net on the consolidated statements of operations. During the three and six months ended June 30, 2023, the Company incurred upfront payment collection fees of $0.7 million and $1.1 million, respectively, which represents 10% and 8% of the total other expense, net on the consolidated statements of operations. During the six months ended June 30, 2024, the Company recognized revenue of $1.7 million from the deferred revenue balance as of December 31, 2023. |
BUSINESS COMBINATIONS AND DIVES
BUSINESS COMBINATIONS AND DIVESTITURES | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATIONS AND DIVESTURES | BUSINESS COMBINATIONS AND DIVESTITURES Orinter Acquisition On January 31, 2023, the Company completed the acquisition of Orinter Tour & Travel, S.A. (“Orinter”) for a total purchase price of $40.2 million, consisting of cash, stock and earn-out consideration. The financial results of Orinter have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 624 Accounts receivable 39,960 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 14,524 Operating lease right-of-use-assets 172 Indemnification asset 2,651 Intangible assets 29,650 Fair value of assets acquired 89,364 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Indemnification liability 2,651 Deferred income tax 8,748 Fair value of liabilities assumed 49,182 Total purchase consideration $ 40,182 Goodwill Goodwill was assigned to the Travel Marketplace segment and was primarily attributed to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill is not amortizable for income tax purposes. Identifiable intangible assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (in thousands) Useful life (years) Fair value Customer relationships 11 $ 22,000 Trade names 15 7,650 Total acquired intangibles $ 29,650 Indemnification asset and liability The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers. Interep Acquisition On May 12, 2023, the Company completed the acquisition of Interep Representações Viagens E Turismo S.A. (“Interep”) for a total purchase price of $9.5 million consisting of cash, stock and earn-out consideration. The financial results of Interep have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 2,925 Accounts receivable 21,989 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403 Intangible assets 7,570 Indemnification asset 1,844 Fair value of assets acquired 37,547 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Indemnification liability 1,844 Deferred tax liability 2,072 Fair value of liabilities assumed 28,067 Total purchase consideration $ 9,480 The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers. Consolid Acquisition On May 12, 2023, the Company completed the acquisition of Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) for a total purchase price of $5.2 million consisting of cash and earn-out consideration. The financial results of Consolid have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company intends to claw back the net working capital adjustment of $0.6 million net of future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 690 Property and equipment 90 Goodwill 1,662 Operating lease right-of-use-assets 143 Intangible assets 1,174 Other non-current assets 41 Fair value of assets acquired 12,655 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,534 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,429 Total purchase consideration $ 5,226 The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The Company recorded approximately $1.7 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Skypass Acquisition On August 12, 2023, the Company completed the acquisition of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) for a total purchase price of $10.6 million. The financial results of Skypass have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass closing date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Assets acquired (in thousands): Estimated Fair Value Cash $ 1,746 Accounts receivable 2,797 Prepaid expenses and other current assets 25 Goodwill 4,009 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 13,718 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,100 Fair value of liabilities assumed 3,166 Total purchase consideration $ 10,552 The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The Company recorded approximately $4.0 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations. Purple Grids Acquisition On November 13, 2023, the Company completed the acquisition of Purple Grids Inc (“ Purplegrids ”), for a purchase price of $8.7 million, which consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The acquisition was accounted for as an asset acquisition. 1,899,999 shares of Company Class A Common Stock were legally issued to the Purplegrids sellers on January 26, 2024. As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities. Tailor Acquisition On April 30, 2024, the Company completed the acquisition of Tailor Travel Services Agências De Viagens LTDA. (“Tailor”) for a purchase price of $0.7 million. The acquisition was accounted for as an asset acquisition. As part of the asset acquisition, the Company recorded $0.8 million for supplier relationships with an estimated useful life of 15 years. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, “LBF US”) for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 ( “ 2019 Acquisition ” ) and operated within the Travel Marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other expense, net for the year ended December 31, 2023. Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend through January 2024. In the three and six months ended June 30, 2024, the Company incurred $0.0 million and $0.2 million of transition service costs and transaction expense for the LBF US divestiture, which was recorded in other expense, net. For the three and six months ended June 30, 2024, the Company paid $0.1 million and $0.7 million for LBF US divestiture and transition service expenses and had $2.0 million payable outstanding as of June 30, 2024. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the Travel Marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Revenues, net $ 58,326 $ 52,333 $ 116,347 $ 105,053 Net loss (25,512) (13,713) (44,970) (25,099) |
BUSINESS COMBINATIONS AND DIVESTURES | BUSINESS COMBINATIONS AND DIVESTITURES Orinter Acquisition On January 31, 2023, the Company completed the acquisition of Orinter Tour & Travel, S.A. (“Orinter”) for a total purchase price of $40.2 million, consisting of cash, stock and earn-out consideration. The financial results of Orinter have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 624 Accounts receivable 39,960 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 14,524 Operating lease right-of-use-assets 172 Indemnification asset 2,651 Intangible assets 29,650 Fair value of assets acquired 89,364 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Indemnification liability 2,651 Deferred income tax 8,748 Fair value of liabilities assumed 49,182 Total purchase consideration $ 40,182 Goodwill Goodwill was assigned to the Travel Marketplace segment and was primarily attributed to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill is not amortizable for income tax purposes. Identifiable intangible assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (in thousands) Useful life (years) Fair value Customer relationships 11 $ 22,000 Trade names 15 7,650 Total acquired intangibles $ 29,650 Indemnification asset and liability The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers. Interep Acquisition On May 12, 2023, the Company completed the acquisition of Interep Representações Viagens E Turismo S.A. (“Interep”) for a total purchase price of $9.5 million consisting of cash, stock and earn-out consideration. The financial results of Interep have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 2,925 Accounts receivable 21,989 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403 Intangible assets 7,570 Indemnification asset 1,844 Fair value of assets acquired 37,547 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Indemnification liability 1,844 Deferred tax liability 2,072 Fair value of liabilities assumed 28,067 Total purchase consideration $ 9,480 The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers. Consolid Acquisition On May 12, 2023, the Company completed the acquisition of Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) for a total purchase price of $5.2 million consisting of cash and earn-out consideration. The financial results of Consolid have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company intends to claw back the net working capital adjustment of $0.6 million net of future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset. The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 690 Property and equipment 90 Goodwill 1,662 Operating lease right-of-use-assets 143 Intangible assets 1,174 Other non-current assets 41 Fair value of assets acquired 12,655 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,534 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,429 Total purchase consideration $ 5,226 The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The Company recorded approximately $1.7 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Skypass Acquisition On August 12, 2023, the Company completed the acquisition of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) for a total purchase price of $10.6 million. The financial results of Skypass have been included in our consolidated financial statements since the date of the acquisition as part of the Company's Travel Marketplace segment. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass closing date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Assets acquired (in thousands): Estimated Fair Value Cash $ 1,746 Accounts receivable 2,797 Prepaid expenses and other current assets 25 Goodwill 4,009 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 13,718 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,100 Fair value of liabilities assumed 3,166 Total purchase consideration $ 10,552 The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The Company recorded approximately $4.0 million of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the Travel Marketplace segment and is not deductible for income tax purposes. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations. Purple Grids Acquisition On November 13, 2023, the Company completed the acquisition of Purple Grids Inc (“ Purplegrids ”), for a purchase price of $8.7 million, which consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The acquisition was accounted for as an asset acquisition. 1,899,999 shares of Company Class A Common Stock were legally issued to the Purplegrids sellers on January 26, 2024. As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities. Tailor Acquisition On April 30, 2024, the Company completed the acquisition of Tailor Travel Services Agências De Viagens LTDA. (“Tailor”) for a purchase price of $0.7 million. The acquisition was accounted for as an asset acquisition. As part of the asset acquisition, the Company recorded $0.8 million for supplier relationships with an estimated useful life of 15 years. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, “LBF US”) for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 ( “ 2019 Acquisition ” ) and operated within the Travel Marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other expense, net for the year ended December 31, 2023. Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend through January 2024. In the three and six months ended June 30, 2024, the Company incurred $0.0 million and $0.2 million of transition service costs and transaction expense for the LBF US divestiture, which was recorded in other expense, net. For the three and six months ended June 30, 2024, the Company paid $0.1 million and $0.7 million for LBF US divestiture and transition service expenses and had $2.0 million payable outstanding as of June 30, 2024. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the Travel Marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Revenues, net $ 58,326 $ 52,333 $ 116,347 $ 105,053 Net loss (25,512) (13,713) (44,970) (25,099) |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET The goodwill balances as of December 31, 2023 and June 30, 2024, and the changes in the six months ended June 30, 2024 were as follows: (in thousands) Travel Marketplace SaaS Platform Total Balance as of December 31, 2023 $ 80,635 $ 7,421 $ 88,056 Foreign Currency Translation Adjustments and Other (5,298) — (5,298) Balance as of June 30, 2024 $ 75,337 $ 7,421 $ 82,758 Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions in past periods. Intangible assets, net includes indefinite-life intangible assets of $10.7 million as of June 30, 2024 and $10.7 million as of December 31, 2023, respectively. Definite-life intangible assets, net consisted of the following as of June 30, 2024: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 89,341 $ (39,832) $ 49,509 Trade name 19,847 (6,909) 12,938 Supplier relationships 6,526 (1,739) 4,787 Developed technology 18,402 (4,399) 14,003 Assembled workforce 501 (103) 398 $ 134,617 $ (52,982) $ 81,635 Definite-life intangible assets, net consisted of the following as of December 31, 2023: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 93,139 $ (36,454) $ 56,685 Trade name 21,265 (6,408) 14,857 Supplier relationships 5,767 (1,538) 4,229 Developed technology 18,402 (3,276) 15,126 Assembled workforce 501 (22) 479 $ 139,074 $ (47,698) $ 91,376 Amortization expense for intangible assets was $2.7 million and $2.3 million for the three months ended June 30, 2024 and 2023, respectively and $5.9 million and $4.3 million for the six months ended June 30, 2024 and 2023, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows: (in thousands) Fiscal years ending December 31, 2024 (remaining 6 months) $ 5,782 2025 11,391 2026 11,018 2027 10,876 2028 10,873 Thereafter 31,695 $ 81,635 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Loan On December 23, 2019, the Company, entered into a financing agreement with TCW for a $150.0 million term loan (the “Term Loan”), and concurrently entered into a revolving credit facility (“TCW LOC”) with an aggregate principal amount not exceeding $15.0 million. The undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and are secured by substantially all of the assets of the Company. No amounts on the revolving credit facility have been drawn down as of June 30, 2024 and December 31, 2023, respectively. On January 11, 2023, the Company executed a ninth Amendment to the Term Loan (the “Ninth Amendment”), wherein Wingspire Capital LLC (“Wingspire”) became a party to the Term Loan. The amendment resulted in the redesignation of $15.0 million under the Term Loan from other lenders to Wingspire (the “TCW Term Loan”). Concurrently, Wingspire funded an additional $15.0 million on top of the already outstanding Term Loan (the “Wingspire Term Loan”), with a total of $30.0 million contributed by Wingspire as part of this amendment. Further, pursuant to the ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15.0 million. Both the TCW Term Loan and Wingspire Term Loan are referenced herein as the Term Loan. In connection with the ninth amendment to the Term Loan, the Company had the option to increase the Term Loan by $20.0 million under two conditions until January 11, 2024: (i) the Company must have a trailing 12-month EBITDA of at least $25.0 million; and (ii) the Company must draw in increments of at least $5.0 million. The Company did not exercise the option to increase the Wingspire Term Loan. On January 17, 2024, the Company executed a twelfth amendment to the Term Loan (the “Twelfth Amendment”). The Twelfth Amendment (1) provided consent to the Company’s acquisition of Purplegrids; (2) required that the Company pledge 100% of the equity interests of Purplegrids; (3) deferred a portion of the principal and interest payments due in December 2023 to the termination of the Term Loan; (4) deferred certain refinancing milestones and modified certain liquidity requirements; (5) modified the payment of certain administrative fees to quarterly rather than annually; and (6) provided for the payment of certain fees, including $1.5 million in amendment fees to be paid at the earlier of the termination of the agreement or a future refinancing event. On March 11, 2024, the Company executed a thirteenth amendment to the Term Loan (the “Thirteenth Amendment”). The Thirteenth Amendment (1) provided an extension of the maturity on the Term Loan and the availability of the TCW LOC to March 31, 2025 while the Company worked to finalize a long-term facility; (2) no event of default for any refinancing milestone; (3) extended the date on which a refinancing fee is potentially payable to April 30, 2024; (4) deferred a portion of the principal amortization due in March 2024 to the earlier of the date of the refinancing of the credit facility or June 30, 2024, and capitalized a part of interest due in March 2024; (5) waived any events of default that may have occurred prior to the Amendment; and (6) a fee of $0.4 million “paid in kind” was added to the outstanding principal of the Term Loan. Beginning April 30, 2024, the Company is required to make payments for the refinancing fee in the amount of 0.5% of the outstanding principal amount of the Term Loan. Payments will be due on the last day of each fiscal month, through the earlier of the maturity date or termination of the Term Loan. On May 7, 2024, the Company executed the fourteenth amendment to the Term Loan (the “Fourteenth Amendment”). The Amendment memorialized certain agreements made by the parties, including, among other items, the following: (1) extended the final maturity date of the credit facility, including the TWC LOC, to June 30, 2025, while the Company advances further to finalize a long term facility; and (2) extended the date on which $0.7 million of the April 30, 2024 refinancing fees are payable to the earlier date of the refinancing of the credit facility or June 30, 2024. During June 2024, the Company executed the fifteenth and sixteenth amendments to the Term Loan (collectively, the "Fifteenth and Sixteenth Amendments"). The Fifteenth and Sixteenth Amendments provided an extension to the timing of payments for refinancing fees, principal, and interest on the Term Loan, while the Company works to finalize a long-term facility with various lenders of the Term Loan. Subsequent to June 30, 2024, the Company executed the seventeenth, eighteenth, nineteenth, twentieth and twenty-first amendments to the Term Loan. See Note 15 – Subsequent Events for further details on the amendments. For the six months ended June 30, 2024 and 2023, the stated interest rate under the Term Loan was SOFR + 8.50%. In addition to the stated rate of interest on the Term Loan pursuant to which interest payments were calculated, debt issuance costs and debt discounts on the Term Loan are amortized over the term of the borrowing arrangement as additional notional interest expense, and added to the calculation of effective interest rate on the Term Loan. Including such additional notional calculations, the effective interest on the Wingspire Term Loan for the six months ended June 30, 2024 and 2023 was 22% and 17%, respectively; and the effective interest on TCW Term Loan for the six months ended June 30, 2024 and 2023 was 30% and 24%, respectively. As of June 30, 2024 and December 31, 2023, the estimated fair value of the TCW Term Loan was $160.0 million and $149.0 million, respectively. As of June 30, 2024 and December 31, 2023, the estimated fair value of the Wingspire Term Loan was $14.3 million and $13.9 million, respectively. The fair value of debt was estimated based on Level 3 inputs. The Term Loan includes provisions for customary events of default including non-payment of obligations, non-compliance with covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Term Loan including any cure periods specified therein, customary remedies may be exercised by the Lenders under the Term Loan against the Company. As of June 30, 2024, the Company was in breach of the liquidity financial covenant on the Term Loan. On August 14, 2024, the Company executed the twenty-first amendment on the Term Loan that waived the breach of the liquidity financial covenant as of June 30, 2024. See Note 15 – Subsequent Events for further details on the amendment. Orinter Short-Term Loan In partnering with financing institutions in Brazil, the Company has the option to collect payments from travelers and travel agencies upfront or receive payments through scheduled installments. The Company is also able to collateralize the outstanding receivable balances from these financial institutions to make bank advances through financing agreements. The Company elects options based on the bank fee terms as part of its regular cash management process. In December 2023, Orinter entered into a loan agreement (“Orinter short-term loan”) for €2.2 million with a maturity date of October 2024. All borrowings under the Orinter short-term loan bear interest at a rate of 6.75%. Orinter’s receivables due from financial institutions, up to the value of the outstanding short-term loan, serve as collateral against the outstanding loan balance. The Company was in compliance with respect to all requirements to have guarantees in place under the Orinter short-term loan as of June 30, 2024. The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans: As of June 30, As of December 31, (in thousands) 2024 2023 Term Loan $ 114,791 $ 114,708 Payment in kind interest on Term Loan 62,897 56,063 Orinter short-term loan 842 2,578 Total outstanding principal balance 178,530 173,349 Less: Unamortized debt issuance costs and discounts (9,244) (11,842) Total debt 169,286 161,507 Less: Current portion of long-term debt (5,182) (10,828) Long-term debt, net of current portion $ 164,104 $ 150,679 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
EQUITY | EQUITY Class A Common Stock As of June 30, 2024 and December 31, 2023, the Company had authorized a total of 500,000,000 shares for issuance of the Company's Class A Common Stock. As of June 30, 2024 and December 31, 2023, 86,034,886 and 83,252,040 shares of the Company's Class A Common Stock were issued and outstanding, respectively. Share Repurchases In 2023, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to purchase up to $40.0 million of the Company’s outstanding shares of Class A Common Stock. The amount and timing of repurchases is determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including insider trading laws. The program is not subject to any self-imposed Company trading restrictions or blackout periods and has no expiration date. During the three and six months ended June 30, 2024 and 2023, the Company did not repurchase shares of its Class A Common Stock. As of June 30, 2024, $30 million remained available under the Share Repurchase Program. Warrants As of June 30, 2024 and December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500 $ 11.50 7/18/2022 7/18/2027 Preferred Stock 1,275,000 $ 7.50 10/17/2023 9/29/2027 Preferred Stock 169,500 $ 7.50 12/14/2023 9/29/2027 Total 1,677,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2022 Equity Incentive Plan The Board adopted, and the stockholders of the Company approved the 2022 Equity Incentive Plan (the “2022 Plan”), effective as July 18, 2022, the date of the closing of the transaction contemplated by the agreement dated December 20, 2021, by and among ITHAX, First Merger Sub, Second Merger Sub and Mondee. The maximum number of shares of common stock that may be issued pursuant to the 2022 Plan is 9,615,971. Restricted Stock Units ( “ RSU ” ) RSU activity during the six months ended June 30, 2024 was as follows: Number of RSUs Weighted-Average Grant Date Fair Value Unvested - December 31, 2023 2,724,052 $ 5.91 Granted 5,515,438 2.32 Vested (5,193,206) 3.17 Forfeited or canceled (122,482) 3.86 Unvested – June 30, 2024 2,923,802 $ 4.10 During the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $11.3 million and $15.4 million, respectively. During the three and six months ended June 30, 2023 the Company recorded stock-based compensation expense related to RSUs of $1.4 million and $1.4 million, respectively. As of June 30, 2024, the Company had unamortized stock-based compensation expense of $12.0 million related to RSUs remaining to be recognized over a weighted-average period of 1.37 years. The Company did not recognize any tax benefits related to stock-based compensation expense during the three and six months ended June 30, 2024 and 2023. Earn-out Shares As of June 30, 2024, the earn-out shares of the Company's Class A Common Stock ( “ earn-out shares ” ) were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Employee 4/20/2023 180,000 Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333 Forfeit add back 4/13/2024 (20,000) Unallocated shares — 86,667 Total 9,000,000 Excluding the 1,533,333 earn-out shares allocated, net of forfeitures, on September 12, 2022, April 20, 2023 and December 31, 2023, all other earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The Company recognized $0.2 million and $1.4 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively. The Company recognized $1.2 million and $3.3 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The Company recognized $0.3 million and $0.6 million of compensation expense related to earn-out shares issued to a non-employee advisor for the three and six months ended June 30, 2023, which was recorded to general and administrative expenses within the condensed consolidated statement of operations. As of June 30, 2024, unrecognized earn-out compensation expense totaled $0.4 million expected to be recorded over the balance term. As of June 30, 2024, there are 86,667 earn-out shares that remain unallocated. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of June 30, 2024, the Company has the following outstanding legal claims that may have a material impact. Litigation Relating to LBF Acquisition. Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The Federal Court recently dismissed these specific claims against Mondee, and limited other claims in the case, but has not yet set a trial date. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible range of loss of any such payments cannot be made. Litigation Relating to Restrictive Legends. On December 8, 2023, plaintiff Raja Venkatesh (“Venkatesh”) filed a complaint in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and Chairman, Prasad Gundumogula (“Gundumogula” and, together with the Company, the “Mondee Defendants”), and the Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”). The complaint, which is captioned Raja Venkatesh v. Mondee Holdings, Inc., Prasad Gundumogula, and Continental Stock Transfer & Trust Company, Case No.: 1:23-cv-10734-VEC (S.D.N.Y.) (the “Venkatesh Action”), asserts ten causes of action: (1) violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 against the Mondee Defendants; (2) violation of 8 Del. C. § 158 against Mondee and CST; (3) violation of 8 Del. C. §§ 8-401 and 8-407 against Mondee and CST; (4) breach of fiduciary duty against the Mondee Defendants; (5) negligence against Mondee and CST; (6) conversion against Mondee and CST; (7) civil conspiracy against all Defendants; (8) breach of contract against Mondee; (9) breach of the implied covenant of good faith and fair dealing against Mondee; and (10) injunction against the Company and CST. The claims asserted in the Venkatesh Action all relate to Plaintiff’s allegations that the Company improperly placed and maintained certain restrictive legends on his shares of common stock in the Company purportedly in violation of the terms of a Registration Rights Agreement, to which Plaintiff and the Company are parties. The relief sought in the complaint includes a permanent injunction requiring the removal of the restrictive legends, compensatory damages for losses allegedly sustained by Venkatesh as a result of defendants’ conduct, punitive damages, and costs and expenses incurred in connection with the Venkatesh Action. On February 12, 2024, the Mondee Defendants filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In addition, Gundumogula moved to dismiss the complaint for lack of personal jurisdiction. Also on February 12, 2024, CST filed a motion to dismiss the complaint. Plaintiff filed a memorandum of law in opposition to Mondee Defendants’ and CST’s motions to dismiss on April 11, 2024. In his opposition, Plaintiff withdrew his claims for violation of 6 Del. C. § 8-401 (Count III) and breach of the implied covenant of good faith and fair dealing (Count IX) as against all defendants, his claim for civil conspiracy as against Gundumogula (Count VII), and breach of fiduciary duty as against Mondee (Count IV). Additionally, Plaintiff clarified that his claim for injunction (Count X) is not a cause of action, but rather a request for injunctive relief as a remedy if successful on his other claims. The pretrial conference, which was originally scheduled for February 9, 2024, has been adjourned pending resolution of the pending motions to dismiss. The Company intends to vigorously defend the claims asserted in the Venkatesh Action. At present, the Company is unable to reasonably estimate a possible range of loss, if any, associated with these claims. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. to appear in the District Court of Amsterdam with respect to a claim of $0.5 million for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit and at this time the Company cannot reasonably estimate the possible loss. Letters of Credit The Compan y had $7.7 million and $7.9 million secured letters of credit outstanding as of June 30, 2024 and December 31, 2023, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits, for which the contractual obligation is less than a year. Commercial Commitments The Company has commercial commitments arising in the normal course of business of the industry in which it operates. Under the terms of such contracts, the Company receives cash in advance for production goals over a period of several years. In the event of under-performance or termination of the applicable contract, the Company may be obligated to repay amounts still to be earned. As of June 30, 2024, the Company had under-performed the required goals of one such contract, where the unearned balance was $8.3 million and is recognized as part of the current and non-current Deferred Revenue balance on the condensed consolidated balance sheets. The Company and counter-party both intend to continue the terms of the contracts. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS A summary of balances due to and from related parties, and transactions with related parties are as follows: Balances at Period End (in thousands) June 30, December 31, Amounts payable to related party 1 $ 41 $ 42 Amounts receivable from related party 2 59 43 Loan receivable from related party 3 101 83 Note payable to related party 4 203 201 Rent payable to related parties and an affiliate associated with these related parties and an employee 5 1,212 1,284 Three Months Ended Six Months Ended Transactions with Related Parties (in thousands) 2024 2023 2024 2023 Interest income on loan receivable from related party 3 $ 18 $ — $ 36 $ — Interest expense on note payable to related party 4 1 — 2 — Lease expense 5 159 55 318 110 _________________________ 1 As of June 30, 2024 and December 31, 2023, Interep owes a travel credit of $41 thousand to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credit in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. 2 Pursuant to a Universal Air Travel Plan ( “UATP” ) Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”) , in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. 3 In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer ( “ CFO ” ) as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. 4 The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of June 30, 2024 and December 31, 2023, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. 5 The Company currently leases office space from Metaminds Software, a Company that the CEO co-owns with his wife. The lease commencement date for this lease was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3.0 year terms. The monthly minimum base rent is immaterial. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We have the following reportable segments: Travel Marketplace and SaaS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary segment measure is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities, income tax expense and certain other expenses are reviewed on an entity-wide basis by the Chief Operating Decision Maker (“CODM”), and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Our segment reconciliation is included below. Three Months Ended June 30, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 58,003 $ 323 $ 58,326 Adjusted EBITDA 4,604 1,507 6,111 Depreciation and amortization (3,653) Stock-based compensation and related payroll tax expense (11,991) Restructuring expense, net (158) Acquisition and integration related costs (15) Financing and refinancing related costs (9) Certain other expenses 1 (528) Change in fair value of earn-out liabilities (58) Operating loss $ (10,301) Total other expense, net (15,215) Loss before income taxes (25,516) Benefit (provision) for income taxes 4 Net loss $ (25,512) 1 I ncludes expenses primarily related to professional service expenses for other non-core operating activities, including LBF US divestiture and transition service expense and legal service expenses. Three Months Ended June 30, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 56,652 $ 119 $ 56,771 Adjusted EBITDA 1 4,948 (510) 4,438 Depreciation and amortization (3,803) Restructuring income (expense), net 168 Stock-based compensation and related payroll tax expense (4,890) Acquisition and integration related costs (365) Financing and refinancing related costs (139) Certain other expenses 2 (731) Change in fair value of earn-out liabilities $ (530) Operating loss $ (5,852) Total other expense, net (6,748) Loss before income taxes (12,600) Benefit (provision) for income taxes (2,008) Net loss $ (14,608) 1 Adjusted EBITDA has been conformed to the current period presentation for period over period comparability . 2 I ncludes expenses primarily related to transaction filing fees. Six Months Ended June 30, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 115,760 $ 587 $ 116,347 Adjusted EBITDA 10,726 441 11,167 Depreciation and amortization (9,216) Stock-based compensation and related payroll tax expense (17,298) Restructuring (income) expense, net 131 Acquisition and integration related costs (633) Financing and refinancing related costs (634) Certain other expenses 1 (708) Change in fair value of earn-out liabilities (1,297) Operating loss $ (18,488) Total other expense, net (25,841) Loss before income taxes (44,329) Benefit (provision) for income taxes (641) Net loss $ (44,970) 1 I ncludes expenses primarily related to professional service expenses for other non-core operating activities, including LBF US divestiture and transition service expense and legal service expenses. Six Months Ended June 30, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 106,201 $ 499 $ 106,700 Adjusted EBITDA 1 8,984 (389) 8,595 Depreciation and amortization (7,189) Restructuring expense, net (1,361) Stock-based compensation and related payroll tax expense (7,451) Acquisition and integration related costs (644) Financing and refinancing related costs (545) Certain other expenses (1,203) Change in fair value of earn-out liabilities (701) Operating loss $ (10,499) Total other expense, net (14,317) Loss before income taxes (24,816) Benefit (provision) for income taxes (2,707) Net loss $ (27,523) 1 Adjusted EBITDA has been conformed to the current period presentation for period over period comparability . Geographic Information Geographic stratification changed subsequent to 2023, as a result of the impact of the 2023 acquisitions viewed in comparison to the whole company. Revenue by geographic area, based on the geographic location of the Company’s subsidiaries is as follows: Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 United States $ 29,273 $ 33,025 $ 56,992 $ 70,577 Brazil 24,817 19,760 50,861 28,864 Rest of Americas 4,212 3,986 8,442 7,259 Asia Pacific 24 — 52 — $ 58,326 $ 56,771 $ 116,347 $ 106,700 Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows: June 30, December 31, (in thousands) 2024 2023 United States $ 3,230 $ 2,432 India 776 979 Brazil 451 569 Rest of the world 385 148 $ 4,842 $ 4,128 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023: (in thousands, except share and per share data) Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (25,512) $ (14,608) $ (44,970) $ (27,523) Cumulative dividends allocated to preferred stockholders (3,937) (2,686) (7,742) (5,164) Net loss attributable to common stockholders, basic and diluted $ (29,449) $ (17,294) $ (52,712) $ — $ (32,687) Denominator: Weighted average shares outstanding, basic and diluted 80,722,160 77,197,805 79,595,320 76,774,455 Basic and diluted net loss per share $ (0.36) $ (0.22) $ (0.66) $ (0.43) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: June 30, 2024 2023 Common stock warrants 1,677,000 1,507,500 Outstanding earn-out shares 8,913,333 7,780,000 Consolid earn-out shares 400,000 400,000 Skypass earn-out shares 1,800,000 — Purplegrids earn-out shares 2,542,857 — Restricted stock units 2,923,802 536,906 ESPP shares — 556 Potential common shares excluded from diluted net loss per share 18,256,992 10,224,962 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses. As a result, we have recorded a valuation allowance against substantially all of our net deferred tax assets in the United States and certain other jurisdictions. We expect to maintain a valuation allowance in such jurisdictions for the foreseeable future. We determine our benefit (provision) for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of tax amortization of indefinite-lived intangible assets and state minimum taxes is calculated based on the discrete approach. The Company recorded a $0.2 million liability for an income tax contingency related to the acquisition of Interep. At the date of acquisition, we recognized an indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805. The following table presents the calculation of our effective income tax rate: Three Months Ended Six Months Ended ($ in thousands) 2024 2023 2024 2023 Loss before income taxes $ (25,516) $ (12,600) $ (44,329) $ (24,816) (Benefit) provision for income taxes (4) 2,008 641 2,707 Effective income tax rate 0.02 % (15.94) % (1.45) % (10.91) % The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company’s deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On July 12, July 19, July 26, 2024 and August 2, 2024, the Company executed the seventeenth, eighteenth, nineteenth and twentieth amendments to the Term Loan, respectively. The amendments provided payment extensions for refinancing fees, principal and interest while the Company works to finalize a long-term facility with various lenders on the Term Loan. On August 14, 2024, the Company executed the twenty-first amendment (“Twenty-first Amendment”) to the Term Loan. The amendment provided for the following terms: (1) extension of the Term Loan and TCW LOC maturity date to August 31, 2025 and provide that the maturity date will be automatically extended to June 30, 2028 if the Company executes a letter of credit facility in the aggregate face amount of $15.0 million (“L/C Facility”); (2) additional term loans with net proceeds of $5.0 million contingent on the closing of the L/C Facility; (3) specifies the timing of payments of principal and interest on the Term Loan, waives a portion of the July 31, 2024 refinancing fees, and removes the requirement to pay refinancing fees on the outstanding Term Loan balance after July 31, 2024; (4) specifies additional amendment fees associated with the Term Loan; and (5) amends certain financial covenants of the Term Loan. On August 14, 2024 (the “Closing Date”), the Company executed an amended and restated the Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock. The amendment will become effective upon the Company meeting certain contingency conditions, including the execution of the L/C Facility as well as the Company's receipt of Term Loan proceeds from the Twenty-first Amendment of the Term Loan (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment Effective Date”). Following the Amendment Effective Date, the amendment extends the put right date on the Company’s preferred stock to December 31, 2028, and removes the provision that accelerates the put right date to March 31, 2026 in the event the Company does not achieve at least $50.0 million in Adjusted EBITDA for fiscal year 2025. The amendment also includes quarterly financial covenants for the outstanding shares of preferred stock. In conjunction with preferred stock amendment, the Company executed a warrant agreement for the issuance of common stock warrants for up to 10% of shares of common stock outstanding as of the Closing Date. These common stock warrants are to be issued on specified dates on or after the Amendment Effective Date and at various strike prices, based on terms governing the warrant agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (25,512) | $ (14,608) | $ (44,970) | $ (27,523) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to Regulation S-X. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company’s subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive losses in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other expense, net in the accompanying condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. |
Cash and cash equivalents | The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. |
Restricted cash and short-term investments | The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments |
Accounts Receivable, Contract Assets, and Allowance for Doubtful Accounts | Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets. Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets. |
Certain Risks and Concentrations | Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contract assets and accounts receivable. Significant concentrations are those that represent more than 10% of the Company’s total revenue, total accounts receivable, or total contract assets. As of June 30, 2024, there were two financial institutions with other receivable balances that accounted for more than 10% of total accounts receivable and there were two customers with contract asset balances that accounted for more than 10% of total contract assets. As of December 31, 2023 three parties accounted for more than 10% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from our customers, including airline companies, GDS service providers and banks partnered with our Fintech Program and our SaaS platform users, financial institutions partnered in our receivable process, as well as affiliates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ( “ ASU ” ) No. 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024, with early adoption permitted. The adoption of this guidance will modify disclosures, but will not impact financial position nor results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets to the total amounts presented in our condensed consolidated statements of cash flows: (in thousands) June 30, December 31, 2023 Cash and cash equivalents $ 23,337 $ 27,994 Restricted cash presented in restricted cash and short-term investments 7,648 6,672 Total cash, cash equivalents and restricted cash $ 30,985 $ 34,666 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets to the total amounts presented in our condensed consolidated statements of cash flows: (in thousands) June 30, December 31, 2023 Cash and cash equivalents $ 23,337 $ 27,994 Restricted cash presented in restricted cash and short-term investments 7,648 6,672 Total cash, cash equivalents and restricted cash $ 30,985 $ 34,666 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measured on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: June 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Foreign currency exchange derivatives 1 $ — $ 392 $ — $ 392 Total assets $ — $ 392 $ — $ 392 Liabilities Private placement warrant liability 2 $ — $ — $ 102 $ 102 Orinter earn-out consideration 3 — — 4,570 4,570 Consolid earn-out consideration 4 — — 390 390 Interep earn-out consideration 5 — — 1,620 1,620 Skypass earn-out consideration 6 — — 105 105 Total liabilities $ — $ — $ 6,787 $ 6,787 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities Foreign currency exchange derivatives 1 $ — $ 300 $ — $ 300 Private placement warrant liability 2 — — 137 137 Orinter earn-out consideration 3 — — 6,540 6,540 Consolid earn-out consideration 4 — — 780 780 Interep earn-out consideration 5 — — 2,240 2,240 Skypass earn-out consideration 6 — — 161 161 Total liabilities $ — $ 300 $ 9,858 $ 10,158 ______________________________ 1 The Company uses foreign currency forwards contracts with maturities of up to 10 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within prepaid expenses and other current assets. 2 On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of June 30, 2024, the Company had 232,500 private placement warrants outstanding. 3 The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million contingent on Orinter meeting certain adjusted EBITDA targets through the end of fiscal year 2025. As of June 30, 2024, $3.3 million has been paid out. 4 The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets by the end of fiscal year 2024. As of June 30, 2024, no payments have been made. 5 The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of June 30, 2024, $1.0 million has been paid out. 6 The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets through August 2026. In the event the EBITDA target is exceeded, the Company is required to pay on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of June 30, 2024, no payments have been made. |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following tables summarize the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3): Earn-out consideration Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Balance, beginning of period $ 6,627 $ 3,890 $ 9,721 $ — Additions of earn-out consideration with the acquisition of Orinter — — — 3,719 Additions of earn-out consideration with the acquisition of Interep — 1,390 — 1,390 Additions of earn-out consideration with the acquisition of Consolid — 2,520 — 2,520 Change in the estimated fair value of earn-out consideration 58 530 1,297 701 Transfer to Level 1 earn-out payable — — (4,333) — Balance, end of the period $ 6,685 $ 8,330 $ 6,685 $ 8,330 Private placement warrant liability Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Balance, beginning of period $ 95 $ 1,314 $ 137 $ 1,293 Change in the estimated fair value of warrants 7 (393) (35) (372) Balance, end of the period $ 102 $ 921 $ 102 $ 921 |
Schedule of Significant Inputs to the Monte Carlo Simulation for the Fair Value | The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of June 30, 2024: Orinter Interep Consolid Skypass Cost of equity 20.9 % 26.9 % 28.0 % 20.9 % EBITDA volatility 57.0 % 57.0 % 34.0 % 59.0 % Equity volatility 88.0 % 88.0 % 68.0 % 89.0 % Required metric risk premium 13.5 % 17.5 % 11.5 % 14.0 % Risk-neutral adjustment factor 0.88 - 0.97 0.85 - 0.96 0.97 0.81 - 0.99 June 30, 2024 December 31, 2023 Stock price $2.40 $2.76 Term (in years) 3.1 3.6 Expected volatility 78.0% 73.0% Risk-free rate 4.6% 4.0% Dividend yield —% —% |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Travel Marketplace revenues $ 58,003 $ 56,652 $ 115,760 $ 106,201 Travel Transaction revenues 55,675 52,875 110,119 98,957 Air 30,645 32,887 59,057 69,647 Travel Package 16,573 11,228 32,539 17,820 Hotel 6,158 6,564 13,649 8,368 Other 2,299 2,196 4,874 3,122 Fintech Program revenues 2,328 3,777 5,641 7,244 SaaS Platform revenues 323 119 587 499 Subscription services revenue 323 119 587 499 Revenues, net $ 58,326 $ 56,771 $ 116,347 $ 106,700 The following table presents the Travel Marketplace segment by sales channel for the for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Transactions through affiliates and with customers $ 58,003 $ 53,806 $ 115,663 $ 98,360 Transactions from travelers’ direct bookings — 2,846 97 7,841 Travel Marketplace revenues $ 58,003 $ 56,652 $ 115,760 $ 106,201 |
Schedule of Contract Balances | The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows: (in thousands) Accounts Contract Deferred Ending Balance as of December 31, 2023 $ 116,632 $ 13,228 $ 17,483 Increase/(decrease), net (22,285) 6,476 (1,780) Ending Balance as of June 30, 2024 $ 94,347 $ 19,704 $ 15,703 |
BUSINESS COMBINATIONS AND DIV_2
BUSINESS COMBINATIONS AND DIVESTITURES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 624 Accounts receivable 39,960 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 14,524 Operating lease right-of-use-assets 172 Indemnification asset 2,651 Intangible assets 29,650 Fair value of assets acquired 89,364 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Indemnification liability 2,651 Deferred income tax 8,748 Fair value of liabilities assumed 49,182 Total purchase consideration $ 40,182 The allocation of the purchase price to goodwill was completed as of the quarter ended March 31, 2024. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 2,925 Accounts receivable 21,989 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403 Intangible assets 7,570 Indemnification asset 1,844 Fair value of assets acquired 37,547 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Indemnification liability 1,844 Deferred tax liability 2,072 Fair value of liabilities assumed 28,067 Total purchase consideration $ 9,480 The allocation of the purchase price to goodwill was completed as of December 31, 2023. The classes of assets and liabilities to which we have allocated the purchase price were as follows: Assets acquired (in thousands): Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 690 Property and equipment 90 Goodwill 1,662 Operating lease right-of-use-assets 143 Intangible assets 1,174 Other non-current assets 41 Fair value of assets acquired 12,655 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,534 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,429 Total purchase consideration $ 5,226 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Assets acquired (in thousands): Estimated Fair Value Cash $ 1,746 Accounts receivable 2,797 Prepaid expenses and other current assets 25 Goodwill 4,009 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 13,718 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,100 Fair value of liabilities assumed 3,166 Total purchase consideration $ 10,552 |
Summary of Identifiable Intangible Assets and Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (in thousands) Useful life (years) Fair value Customer relationships 11 $ 22,000 Trade names 15 7,650 Total acquired intangibles $ 29,650 |
Summary of Pro Forma Information | The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2023 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep and Consolid acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of the Skypass acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Revenues, net $ 58,326 $ 52,333 $ 116,347 $ 105,053 Net loss (25,512) (13,713) (44,970) (25,099) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill by Reportable Segments | The goodwill balances as of December 31, 2023 and June 30, 2024, and the changes in the six months ended June 30, 2024 were as follows: (in thousands) Travel Marketplace SaaS Platform Total Balance as of December 31, 2023 $ 80,635 $ 7,421 $ 88,056 Foreign Currency Translation Adjustments and Other (5,298) — (5,298) Balance as of June 30, 2024 $ 75,337 $ 7,421 $ 82,758 |
Finite-Lived Intangible Assets Amortization Expense | Definite-life intangible assets, net consisted of the following as of June 30, 2024: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 89,341 $ (39,832) $ 49,509 Trade name 19,847 (6,909) 12,938 Supplier relationships 6,526 (1,739) 4,787 Developed technology 18,402 (4,399) 14,003 Assembled workforce 501 (103) 398 $ 134,617 $ (52,982) $ 81,635 Definite-life intangible assets, net consisted of the following as of December 31, 2023: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 93,139 $ (36,454) $ 56,685 Trade name 21,265 (6,408) 14,857 Supplier relationships 5,767 (1,538) 4,229 Developed technology 18,402 (3,276) 15,126 Assembled workforce 501 (22) 479 $ 139,074 $ (47,698) $ 91,376 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to intangible assets with definite lives is as follows: (in thousands) Fiscal years ending December 31, 2024 (remaining 6 months) $ 5,782 2025 11,391 2026 11,018 2027 10,876 2028 10,873 Thereafter 31,695 $ 81,635 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Loan Arrangements | The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans: As of June 30, As of December 31, (in thousands) 2024 2023 Term Loan $ 114,791 $ 114,708 Payment in kind interest on Term Loan 62,897 56,063 Orinter short-term loan 842 2,578 Total outstanding principal balance 178,530 173,349 Less: Unamortized debt issuance costs and discounts (9,244) (11,842) Total debt 169,286 161,507 Less: Current portion of long-term debt (5,182) (10,828) Long-term debt, net of current portion $ 164,104 $ 150,679 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding to Purchase Shares of Common Stock | As of June 30, 2024 and December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500 $ 11.50 7/18/2022 7/18/2027 Preferred Stock 1,275,000 $ 7.50 10/17/2023 9/29/2027 Preferred Stock 169,500 $ 7.50 12/14/2023 9/29/2027 Total 1,677,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Incentive Units and RSU activity | RSU activity during the six months ended June 30, 2024 was as follows: Number of RSUs Weighted-Average Grant Date Fair Value Unvested - December 31, 2023 2,724,052 $ 5.91 Granted 5,515,438 2.32 Vested (5,193,206) 3.17 Forfeited or canceled (122,482) 3.86 Unvested – June 30, 2024 2,923,802 $ 4.10 |
Schedule of Allocation of Earn-Out Shares | As of June 30, 2024, the earn-out shares of the Company's Class A Common Stock ( “ earn-out shares ” ) were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Employee 4/20/2023 180,000 Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333 Forfeit add back 4/13/2024 (20,000) Unallocated shares — 86,667 Total 9,000,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | A summary of balances due to and from related parties, and transactions with related parties are as follows: Balances at Period End (in thousands) June 30, December 31, Amounts payable to related party 1 $ 41 $ 42 Amounts receivable from related party 2 59 43 Loan receivable from related party 3 101 83 Note payable to related party 4 203 201 Rent payable to related parties and an affiliate associated with these related parties and an employee 5 1,212 1,284 Three Months Ended Six Months Ended Transactions with Related Parties (in thousands) 2024 2023 2024 2023 Interest income on loan receivable from related party 3 $ 18 $ — $ 36 $ — Interest expense on note payable to related party 4 1 — 2 — Lease expense 5 159 55 318 110 _________________________ 1 As of June 30, 2024 and December 31, 2023, Interep owes a travel credit of $41 thousand to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credit in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. 2 Pursuant to a Universal Air Travel Plan ( “UATP” ) Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”) , in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. 3 In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer ( “ CFO ” ) as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. 4 The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of June 30, 2024 and December 31, 2023, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. 5 The Company currently leases office space from Metaminds Software, a Company that the CEO co-owns with his wife. The lease commencement date for this lease was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3.0 year terms. The monthly minimum base rent is immaterial. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Amounts Detailed in Segment Reconciliation | Our segment reconciliation is included below. Three Months Ended June 30, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 58,003 $ 323 $ 58,326 Adjusted EBITDA 4,604 1,507 6,111 Depreciation and amortization (3,653) Stock-based compensation and related payroll tax expense (11,991) Restructuring expense, net (158) Acquisition and integration related costs (15) Financing and refinancing related costs (9) Certain other expenses 1 (528) Change in fair value of earn-out liabilities (58) Operating loss $ (10,301) Total other expense, net (15,215) Loss before income taxes (25,516) Benefit (provision) for income taxes 4 Net loss $ (25,512) 1 I ncludes expenses primarily related to professional service expenses for other non-core operating activities, including LBF US divestiture and transition service expense and legal service expenses. Three Months Ended June 30, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 56,652 $ 119 $ 56,771 Adjusted EBITDA 1 4,948 (510) 4,438 Depreciation and amortization (3,803) Restructuring income (expense), net 168 Stock-based compensation and related payroll tax expense (4,890) Acquisition and integration related costs (365) Financing and refinancing related costs (139) Certain other expenses 2 (731) Change in fair value of earn-out liabilities $ (530) Operating loss $ (5,852) Total other expense, net (6,748) Loss before income taxes (12,600) Benefit (provision) for income taxes (2,008) Net loss $ (14,608) 1 Adjusted EBITDA has been conformed to the current period presentation for period over period comparability . 2 I ncludes expenses primarily related to transaction filing fees. Six Months Ended June 30, 2024 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 115,760 $ 587 $ 116,347 Adjusted EBITDA 10,726 441 11,167 Depreciation and amortization (9,216) Stock-based compensation and related payroll tax expense (17,298) Restructuring (income) expense, net 131 Acquisition and integration related costs (633) Financing and refinancing related costs (634) Certain other expenses 1 (708) Change in fair value of earn-out liabilities (1,297) Operating loss $ (18,488) Total other expense, net (25,841) Loss before income taxes (44,329) Benefit (provision) for income taxes (641) Net loss $ (44,970) 1 I ncludes expenses primarily related to professional service expenses for other non-core operating activities, including LBF US divestiture and transition service expense and legal service expenses. Six Months Ended June 30, 2023 (in thousands) Travel Marketplace SaaS Platform Total Revenue $ 106,201 $ 499 $ 106,700 Adjusted EBITDA 1 8,984 (389) 8,595 Depreciation and amortization (7,189) Restructuring expense, net (1,361) Stock-based compensation and related payroll tax expense (7,451) Acquisition and integration related costs (644) Financing and refinancing related costs (545) Certain other expenses (1,203) Change in fair value of earn-out liabilities (701) Operating loss $ (10,499) Total other expense, net (14,317) Loss before income taxes (24,816) Benefit (provision) for income taxes (2,707) Net loss $ (27,523) 1 Adjusted EBITDA has been conformed to the current period presentation for period over period comparability . |
Schedule of Revenue by Geographic Area | Revenue by geographic area, based on the geographic location of the Company’s subsidiaries is as follows: Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 United States $ 29,273 $ 33,025 $ 56,992 $ 70,577 Brazil 24,817 19,760 50,861 28,864 Rest of Americas 4,212 3,986 8,442 7,259 Asia Pacific 24 — 52 — $ 58,326 $ 56,771 $ 116,347 $ 106,700 |
Long-lived Assets and Operating Lease Assets by Geographical Areas | Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows: June 30, December 31, (in thousands) 2024 2023 United States $ 3,230 $ 2,432 India 776 979 Brazil 451 569 Rest of the world 385 148 $ 4,842 $ 4,128 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023: (in thousands, except share and per share data) Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (25,512) $ (14,608) $ (44,970) $ (27,523) Cumulative dividends allocated to preferred stockholders (3,937) (2,686) (7,742) (5,164) Net loss attributable to common stockholders, basic and diluted $ (29,449) $ (17,294) $ (52,712) $ — $ (32,687) Denominator: Weighted average shares outstanding, basic and diluted 80,722,160 77,197,805 79,595,320 76,774,455 Basic and diluted net loss per share $ (0.36) $ (0.22) $ (0.66) $ (0.43) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: June 30, 2024 2023 Common stock warrants 1,677,000 1,507,500 Outstanding earn-out shares 8,913,333 7,780,000 Consolid earn-out shares 400,000 400,000 Skypass earn-out shares 1,800,000 — Purplegrids earn-out shares 2,542,857 — Restricted stock units 2,923,802 536,906 ESPP shares — 556 Potential common shares excluded from diluted net loss per share 18,256,992 10,224,962 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the calculation of our effective income tax rate: Three Months Ended Six Months Ended ($ in thousands) 2024 2023 2024 2023 Loss before income taxes $ (25,516) $ (12,600) $ (44,329) $ (24,816) (Benefit) provision for income taxes (4) 2,008 641 2,707 Effective income tax rate 0.02 % (15.94) % (1.45) % (10.91) % |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Restricted cash and short-term investments | $ 9 | $ 8 |
Gain to provision for credit losses | 0.1 | |
Write off of accounts receivable | $ 1.5 | |
Customer Concentration Risk | Accounts Receivable | Two Financing Institutions | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk (more than) | 10% | |
Customer Concentration Risk | Contract Assets Benchmark | Two Financing Institutions | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk (more than) | 10% | |
Customer Concentration Risk | Accounts Receivable And Contract Assets Benchmark | Three Parties | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk (more than) | 10% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 23,337 | $ 27,994 |
Restricted cash presented in restricted cash and short-term investments | 7,648 | 6,672 |
Total cash, cash equivalents and restricted cash | $ 30,985 | $ 34,666 |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 12, 2023 | May 12, 2023 | Apr. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2021 | |
Assets | |||||||||||
Foreign currency exchange derivatives | $ 392 | ||||||||||
Total assets | $ 392 | ||||||||||
Liabilities | |||||||||||
Maximum foreign currency forwards maturity | 10 months | 10 months | |||||||||
Warrants outstanding (in shares) | 1,677,000 | ||||||||||
Private Placement | |||||||||||
Liabilities | |||||||||||
Warrants outstanding (in shares) | 232,500 | ||||||||||
Private Placement Warrants | |||||||||||
Liabilities | |||||||||||
Warrants outstanding (in shares) | 675,000 | ||||||||||
Orinter | |||||||||||
Liabilities | |||||||||||
Payments for earn-out consideration | $ 3,300 | $ 3,300 | |||||||||
Orinter | Earn Out Liability | |||||||||||
Liabilities | |||||||||||
Earn-out obligation | $ 10,000 | ||||||||||
Consolid | |||||||||||
Liabilities | |||||||||||
Equity interest issued or issuable | $ 1,000 | ||||||||||
Number of shares receivable as merger consideration (in shares) | 400,000 | ||||||||||
Interep | |||||||||||
Liabilities | |||||||||||
Payments for earn-out consideration | $ 1,000 | 1,000 | |||||||||
Earn-out component aggregate | $ 3,000 | ||||||||||
Skypass | |||||||||||
Liabilities | |||||||||||
Number of shares receivable as merger consideration (in shares) | 1,800,000 | ||||||||||
Level 1 | |||||||||||
Assets | |||||||||||
Foreign currency exchange derivatives | 0 | ||||||||||
Total assets | 0 | ||||||||||
Level 2 | |||||||||||
Assets | |||||||||||
Foreign currency exchange derivatives | 392 | ||||||||||
Total assets | 392 | ||||||||||
Level 3 | |||||||||||
Assets | |||||||||||
Foreign currency exchange derivatives | 0 | ||||||||||
Total assets | 0 | ||||||||||
Fair Value, Recurring | |||||||||||
Liabilities | |||||||||||
Foreign currency exchange derivatives | $ 300 | ||||||||||
Total liabilities | 6,787 | 10,158 | |||||||||
Fair Value, Recurring | Private Placement | |||||||||||
Liabilities | |||||||||||
Private placement warrant liability | 102 | 137 | |||||||||
Fair Value, Recurring | Orinter | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 4,570 | 6,540 | |||||||||
Fair Value, Recurring | Consolid | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 390 | 780 | |||||||||
Fair Value, Recurring | Interep | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 1,620 | 2,240 | |||||||||
Fair Value, Recurring | Skypass | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 105 | 161 | |||||||||
Fair Value, Recurring | Level 1 | |||||||||||
Liabilities | |||||||||||
Foreign currency exchange derivatives | 0 | ||||||||||
Total liabilities | 0 | 0 | |||||||||
Fair Value, Recurring | Level 1 | Private Placement | |||||||||||
Liabilities | |||||||||||
Private placement warrant liability | 0 | 0 | |||||||||
Fair Value, Recurring | Level 1 | Orinter | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 1 | Consolid | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 1 | Interep | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 1 | Skypass | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 2 | |||||||||||
Liabilities | |||||||||||
Foreign currency exchange derivatives | 300 | ||||||||||
Total liabilities | 0 | 300 | |||||||||
Fair Value, Recurring | Level 2 | Private Placement | |||||||||||
Liabilities | |||||||||||
Private placement warrant liability | 0 | 0 | |||||||||
Fair Value, Recurring | Level 2 | Orinter | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 2 | Consolid | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 2 | Interep | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 2 | Skypass | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 0 | 0 | |||||||||
Fair Value, Recurring | Level 3 | |||||||||||
Liabilities | |||||||||||
Foreign currency exchange derivatives | 0 | ||||||||||
Total liabilities | 6,787 | 9,858 | |||||||||
Fair Value, Recurring | Level 3 | Earn Out Liability | |||||||||||
Liabilities | |||||||||||
Earn-out obligation | 6,685 | 9,721 | $ 6,627 | $ 8,330 | $ 3,890 | $ 0 | |||||
Fair Value, Recurring | Level 3 | Private Placement | |||||||||||
Liabilities | |||||||||||
Private placement warrant liability | 102 | 137 | |||||||||
Earn-out obligation | 102 | 137 | $ 95 | $ 921 | $ 1,314 | $ 1,293 | |||||
Fair Value, Recurring | Level 3 | Orinter | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 4,570 | 6,540 | |||||||||
Fair Value, Recurring | Level 3 | Consolid | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 390 | 780 | |||||||||
Fair Value, Recurring | Level 3 | Interep | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | 1,620 | 2,240 | |||||||||
Fair Value, Recurring | Level 3 | Skypass | |||||||||||
Liabilities | |||||||||||
Earn-out consideration | $ 105 | $ 161 |
FAIR VALUE MEASUREMENT - Additi
FAIR VALUE MEASUREMENT - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Foreign currency transaction gain | $ 1,000 | $ 100 | $ 1,200 | $ 100 | ||
Orinter | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Payments for earn-out consideration | $ 3,300 | 3,300 | ||||
Interep | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Payments for earn-out consideration | $ 1,000 | 1,000 | ||||
Level 3 | Earn Out Liability | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in the estimated fair value of warrants | (58) | (530) | (1,297) | (701) | ||
Private Placement | Level 3 | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in the estimated fair value of warrants | (7) | $ 393 | 35 | $ 372 | ||
Foreign Exchange Forward | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notional amount of foreign currency forward contract | $ 7,800 | $ 7,800 | $ 9,600 |
FAIR VALUE MEASUREMENT - Fair v
FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Fair Value, Recurring - Level 3 - Earn Out Liability - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Balance, beginning of period | $ 6,627 | $ 3,890 | $ 9,721 | $ 0 |
Change in the estimated fair value of earn-out consideration | 58 | 530 | 1,297 | 701 |
Transfer to Level 1 earn-out payable | 0 | 0 | (4,333) | 0 |
Balance, end of the period | 6,685 | 8,330 | 6,685 | 8,330 |
Orinter | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Additions of earn-out consideration with the acquisition | 0 | 0 | 0 | 3,719 |
Consolid | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Additions of earn-out consideration with the acquisition | 0 | 2,520 | 0 | 2,520 |
Interep | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Additions of earn-out consideration with the acquisition | $ 0 | $ 1,390 | $ 0 | $ 1,390 |
FAIR VALUE MEASUREMENT - Fair_2
FAIR VALUE MEASUREMENT - Fair value measurement of earn-out consideration (Details) - Level 3 | Jun. 30, 2024 |
Orinter | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.209 |
Orinter | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.570 |
Orinter | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.880 |
Orinter | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.135 |
Orinter | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.88 |
Orinter | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.97 |
Interep | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.269 |
Interep | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.570 |
Interep | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.880 |
Interep | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.175 |
Interep | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.85 |
Interep | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.96 |
Consolid | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.280 |
Consolid | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.340 |
Consolid | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.680 |
Consolid | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.115 |
Consolid | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.97 |
Skypass | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.209 |
Skypass | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.590 |
Skypass | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.890 |
Skypass | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.140 |
Skypass | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.81 |
Skypass | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.99 |
FAIR VALUE MEASUREMENT - Privat
FAIR VALUE MEASUREMENT - Private placement warrant liability (Details) - Private Placement - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Balance, beginning of period | $ 95 | $ 1,314 | $ 137 | $ 1,293 |
Change in the estimated fair value of warrants | (7) | 393 | 35 | 372 |
Balance, end of the period | $ 102 | $ 921 | $ 102 | $ 921 |
FAIR VALUE MEASUREMENT - Measur
FAIR VALUE MEASUREMENT - Measurement inputs (Details) - Private Placement Warrants | Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term (in years) | 3 years 1 month 6 days | 3 years 7 months 6 days |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock price (in USD per share) | $ 2.40 | $ 2.76 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.780 | 0.730 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.046 | 0.040 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0 | 0 |
REVENUE - Additional informatio
REVENUE - Additional information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Accounts receivable factoring fee expense | $ 1,000 | $ 700 | $ 2,800 | $ 1,100 | |
Revenue recognition is included in contract liability | $ 1,700 | ||||
Accounts Receivable Factoring Fees | Credit Concentration Risk | Operating Expense | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk | 6% | 10% | 11% | 8% | |
Nonrelated Party | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable | $ 94,347 | $ 94,347 | $ 116,632 | ||
Affiliated Entity | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable | 31,700 | 31,700 | |||
Customers | Nonrelated Party | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable | 1,000 | 1,000 | |||
Financing Institutions | Nonrelated Party | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable | $ 61,600 | $ 61,600 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | $ 58,326 | $ 56,771 | $ 116,347 | $ 106,700 |
Travel Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 58,003 | 56,652 | 115,760 | 106,201 |
Travel Marketplace | Transactions through affiliates and with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 58,003 | 53,806 | 115,663 | 98,360 |
Travel Marketplace | Transactions from travelers’ direct bookings | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 0 | 2,846 | 97 | 7,841 |
Travel Marketplace | Travel Transaction revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 55,675 | 52,875 | 110,119 | 98,957 |
Travel Marketplace | Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 30,645 | 32,887 | 59,057 | 69,647 |
Travel Marketplace | Travel Package | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 16,573 | 11,228 | 32,539 | 17,820 |
Travel Marketplace | Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 6,158 | 6,564 | 13,649 | 8,368 |
Travel Marketplace | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 2,299 | 2,196 | 4,874 | 3,122 |
Travel Marketplace | Fintech Program revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 2,328 | 3,777 | 5,641 | 7,244 |
SaaS Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 323 | 119 | 587 | 499 |
SaaS Platform | Subscription services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | $ 323 | $ 119 | $ 587 | $ 499 |
REVENUE - Contract balances (De
REVENUE - Contract balances (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | |
Accounts receivable, beginning balance | $ 116,632 |
Accounts receivable, increase/(decrease), net | (22,285) |
Accounts receivable, ending balance | 94,347 |
Contract asset, beginning balance | 13,228 |
Contract asset, increase/(decrease), net | 6,476 |
Contract asset, ending balance | 19,704 |
Deferred revenue, beginning balance | 17,483 |
Deferred revenue, increase/(decrease), net | (1,780) |
Deferred revenue, ending balance | $ 15,703 |
BUSINESS COMBINATIONS AND DIV_3
BUSINESS COMBINATIONS AND DIVESTITURES- Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2024 | Jan. 26, 2024 | Nov. 13, 2023 | Aug. 12, 2023 | May 12, 2023 | Jan. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 29,650 | |||||||||||
Clawback amount | $ 600 | |||||||||||
Goodwill | $ 82,758 | $ 82,758 | $ 88,056 | |||||||||
Transaction service expense | 2,590 | $ (984) | 3,495 | $ (1,306) | ||||||||
Cash paid for LBF US divestiture and transition service expense | 702 | $ 0 | ||||||||||
Accrued expenses and other current liabilities | 25,853 | 25,853 | 25,115 | |||||||||
Purplegrids | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Asset acquisition purchase consideration | $ 8,700 | |||||||||||
Asset acquisition, equity portion | 5,500 | |||||||||||
Equity interest issued (in shares) | 1,899,999 | |||||||||||
Deferred tax liabilities assumed | 3,100 | |||||||||||
Tailor | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 800 | |||||||||||
Useful life (years) | 15 years | |||||||||||
Asset acquisition purchase consideration | $ 700 | |||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Support obligation | $ 500 | |||||||||||
Consideration for divesture | $ 1,300 | |||||||||||
Transaction service expense | 0 | 200 | ||||||||||
Cash paid for LBF US divestiture and transition service expense | 100 | 700 | ||||||||||
Gain (loss) on disposition of business | $ 1,300 | |||||||||||
Accrued expenses and other current liabilities | $ 2,000 | $ 2,000 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | Common Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock repurchased (in shares) | 200,000 | |||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 1,800 | |||||||||||
Earn Out Liability | Purplegrids | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out obligation | 3,200 | |||||||||||
Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 22,000 | |||||||||||
Useful life (years) | 11 years | |||||||||||
Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 7,650 | |||||||||||
Useful life (years) | 15 years | |||||||||||
Developed technology | Purplegrids | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 10,900 | |||||||||||
Useful life (years) | 7 years | |||||||||||
Assembled workforce | Purplegrids | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 500 | |||||||||||
Useful life (years) | 3 years | |||||||||||
Orinter | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | $ 40,182 | |||||||||||
Indemnification liability | 2,651 | |||||||||||
Goodwill | 14,524 | |||||||||||
Deferred income tax | 8,748 | |||||||||||
Orinter | Earn Out Liability | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Earn-out obligation | $ 10,000 | |||||||||||
Interep | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | 9,480 | |||||||||||
Indemnification liability | 1,844 | |||||||||||
Consideration transferred | 9,500 | |||||||||||
Goodwill | 2,403 | |||||||||||
Deferred income tax | 2,072 | |||||||||||
Interep | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 5,200 | |||||||||||
Useful life (years) | 7 years 6 months | |||||||||||
Interep | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 2,300 | |||||||||||
Useful life (years) | 15 years | |||||||||||
Consolid | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | $ 5,226 | |||||||||||
Consideration transferred | $ 5,200 | |||||||||||
Number of shares receivable as merger consideration (in shares) | 400,000 | |||||||||||
Consolid | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 700 | |||||||||||
Useful life (years) | 8 years 6 months | |||||||||||
Goodwill | $ 1,662 | |||||||||||
Consolid | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 500 | |||||||||||
Useful life (years) | 15 years | |||||||||||
Skypass | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total purchase consideration | $ 10,552 | |||||||||||
Consideration transferred | $ 10,600 | |||||||||||
Number of shares receivable as merger consideration (in shares) | 1,800,000 | |||||||||||
Skypass | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 3,400 | |||||||||||
Useful life (years) | 8 years 4 months 24 days | |||||||||||
Goodwill | $ 4,009 | |||||||||||
Skypass | Trade names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value | $ 800 | |||||||||||
Useful life (years) | 15 years |
BUSINESS COMBINATIONS AND DIV_4
BUSINESS COMBINATIONS AND DIVESTITURES - Fair values of assets acquired and liabilities assumed as of the date of acquisition (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 12, 2023 | May 12, 2023 | Jan. 31, 2023 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 82,758 | $ 88,056 | |||
Orinter | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 624 | ||||
Accounts receivable | 39,960 | ||||
Prepaid expenses and other current assets | 1,447 | ||||
Property and equipment | 336 | ||||
Goodwill | 14,524 | ||||
Operating lease right-of-use-assets | 172 | ||||
Indemnification asset | 2,651 | ||||
Intangible assets | 29,650 | ||||
Fair value of assets acquired | 89,364 | ||||
Accounts payable | 31,243 | ||||
Accrued expenses and other current liabilities | 6,437 | ||||
Operating lease liabilities | 103 | ||||
Indemnification liability | 2,651 | ||||
Deferred income tax | 8,748 | ||||
Fair value of liabilities assumed | 49,182 | ||||
Total purchase consideration | $ 40,182 | ||||
Interep | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 2,925 | ||||
Accounts receivable | 21,989 | ||||
Prepaid expenses and other current assets | 683 | ||||
Property and equipment | 61 | ||||
Goodwill | 2,403 | ||||
Operating lease right-of-use-assets | 63 | ||||
Indemnification asset | 1,844 | ||||
Intangible assets | 7,570 | ||||
Other non-current assets | 9 | ||||
Fair value of assets acquired | 37,547 | ||||
Accounts payable | 22,962 | ||||
Accrued expenses and other current liabilities | 1,112 | ||||
Operating lease liabilities | 63 | ||||
Other long-term liabilities | 14 | ||||
Indemnification liability | 1,844 | ||||
Deferred income tax | 2,072 | ||||
Fair value of liabilities assumed | 28,067 | ||||
Total purchase consideration | 9,480 | ||||
Consolid | |||||
Business Acquisition [Line Items] | |||||
Cash | 4,050 | ||||
Accounts receivable | 3,569 | ||||
Prepaid expenses and other current assets | 1,236 | ||||
Property and equipment | 90 | ||||
Operating lease right-of-use-assets | 143 | ||||
Intangible assets | 1,174 | ||||
Other non-current assets | 41 | ||||
Deferred income tax assets | 690 | ||||
Fair value of assets acquired | 12,655 | ||||
Accounts payable | 5,441 | ||||
Accrued expenses and other current liabilities | 1,534 | ||||
Operating lease liabilities | 143 | ||||
Other long-term liabilities | 311 | ||||
Fair value of liabilities assumed | 7,429 | ||||
Total purchase consideration | 5,226 | ||||
Consolid | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,662 | ||||
Skypass | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 1,746 | ||||
Accounts receivable | 2,797 | ||||
Prepaid expenses and other current assets | 25 | ||||
Operating lease right-of-use-assets | 1,006 | ||||
Intangible assets | 4,135 | ||||
Fair value of assets acquired | 13,718 | ||||
Accounts payable | 668 | ||||
Accrued expenses and other current liabilities | 684 | ||||
Operating lease liabilities | 714 | ||||
Deferred income tax | 1,100 | ||||
Fair value of liabilities assumed | 3,166 | ||||
Total purchase consideration | 10,552 | ||||
Skypass | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,009 |
BUSINESS COMBINATIONS AND DIV_5
BUSINESS COMBINATIONS AND DIVESTITURES - Acquisition date fair value of purchase consideration (Details) - USD ($) $ in Millions | Aug. 12, 2023 | May 12, 2023 | Jan. 31, 2023 |
Orinter | Earn Out Liability | |||
Business Acquisition [Line Items] | |||
Earn-out obligation | $ 10 | ||
Interep | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 9.5 | ||
Consolid | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 5.2 | ||
Number of shares receivable as merger consideration (in shares) | 400,000 | ||
Skypass | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 10.6 | ||
Number of shares receivable as merger consideration (in shares) | 1,800,000 |
BUSINESS COMBINATIONS AND DIV_6
BUSINESS COMBINATIONS AND DIVESTITURES - Fair value of identifiable intangible assets and their estimated useful lives (Details) $ in Thousands | Jan. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair value | $ 29,650 |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful life (years) | 11 years |
Fair value | $ 22,000 |
Trade names | |
Business Acquisition [Line Items] | |
Useful life (years) | 15 years |
Fair value | $ 7,650 |
BUSINESS COMBINATIONS AND DIV_7
BUSINESS COMBINATIONS AND DIVESTITURES - Pro forma revenue (Details) - Orinter, Interep, Consolid Acquisitions and LBF US Divesture - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Revenues, net | $ 58,326 | $ 52,333 | $ 116,347 | $ 105,053 |
Net loss | $ (25,512) | $ (13,713) | $ (44,970) | $ (25,099) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of goodwill by segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | $ 88,056 |
Foreign Currency Translation Adjustments and Other | (5,298) |
Balance as of June 30, 2024 | 82,758 |
Travel Marketplace | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | 80,635 |
Foreign Currency Translation Adjustments and Other | (5,298) |
Balance as of June 30, 2024 | 75,337 |
SaaS Platform | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | 7,421 |
Foreign Currency Translation Adjustments and Other | 0 |
Balance as of June 30, 2024 | $ 7,421 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Acquired Indefinite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets | $ 2,700 | $ 2,300 | $ 5,900 | $ 4,300 | |
Gross Carrying Amount | 134,617 | 134,617 | $ 139,074 | ||
Accumulated Amortization | (52,982) | (52,982) | (47,698) | ||
Intangible assets with definitive lives, net | 81,635 | 81,635 | 91,376 | ||
Trade names | |||||
Acquired Indefinite-Lived Intangible Assets [Line Items] | |||||
Intangible assets with indefinite lives | 10,700 | 10,700 | 10,700 | ||
Gross Carrying Amount | 19,847 | 19,847 | 21,265 | ||
Accumulated Amortization | (6,909) | (6,909) | (6,408) | ||
Intangible assets with definitive lives, net | 12,938 | 12,938 | 14,857 | ||
Developed technology | |||||
Acquired Indefinite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 18,402 | 18,402 | 18,402 | ||
Accumulated Amortization | (4,399) | (4,399) | (3,276) | ||
Intangible assets with definitive lives, net | 14,003 | 14,003 | 15,126 | ||
Assembled workforce | |||||
Acquired Indefinite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 501 | 501 | 501 | ||
Accumulated Amortization | (103) | (103) | (22) | ||
Intangible assets with definitive lives, net | $ 398 | $ 398 | $ 479 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET- Definite life intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 134,617 | $ 139,074 |
Accumulated Amortization | (52,982) | (47,698) |
Net Carrying Amount | 81,635 | 91,376 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 89,341 | 93,139 |
Accumulated Amortization | (39,832) | (36,454) |
Net Carrying Amount | 49,509 | 56,685 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,847 | 21,265 |
Accumulated Amortization | (6,909) | (6,408) |
Net Carrying Amount | 12,938 | 14,857 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,526 | 5,767 |
Accumulated Amortization | (1,739) | (1,538) |
Net Carrying Amount | 4,787 | 4,229 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,402 | 18,402 |
Accumulated Amortization | (4,399) | (3,276) |
Net Carrying Amount | 14,003 | 15,126 |
Assembled workforce | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 501 | 501 |
Accumulated Amortization | (103) | (22) |
Net Carrying Amount | $ 398 | $ 479 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of finite lived intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | $ 5,782 | |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 11,391 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 11,018 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 10,876 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 10,873 | |
Finite Lived Intangible Asset, Expected Amortization, After Year Four | 31,695 | |
Net Carrying Amount | $ 81,635 | $ 91,376 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) € in Millions | 6 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2024 USD ($) | Jan. 17, 2024 USD ($) | Jan. 11, 2023 USD ($) | Dec. 23, 2019 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 11, 2024 USD ($) | Dec. 31, 2023 EUR (€) | |
Debt Instrument [Line Items] | |||||||||
Proceeds from long term debt | $ 0 | $ 15,000,000 | |||||||
Debt | 169,286,000 | $ 161,507,000 | |||||||
Unpaid loan origination fee for long term debt | $ 1,500,000 | 1,500,000 | $ 0 | ||||||
Purplegrids | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage interest acquired | 100% | ||||||||
Term Loan | Level 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated fair value of TCW credit agreement | 160,000,000 | 149,000,000 | |||||||
Wingspire Capital, Term Loan | Wingspire Capital LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from long term debt | $ 15,000,000 | ||||||||
Wingspire Capital, Term Loan | Level 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated fair value of TCW credit agreement | $ 14,300,000 | 13,900,000 | |||||||
Wingspire Capital, Term Loan A | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 22% | 17% | |||||||
Wingspire Capital, Term Loan A | Wingspire Capital LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt | 30,000,000 | ||||||||
Wingspire Capital, Term Loan A | Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Term Loan A increase limit | 20,000,000 | ||||||||
EBITDA threshold minimum | 25,000,000 | ||||||||
Minimum draw threshold | 5,000,000 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin rate | 8.50% | 8.50% | |||||||
Term Loan | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum aggregate principal amount | $ 150,000,000 | ||||||||
Debt fees | $ 400,000 | ||||||||
Debt fees (as a percent) | 0.005 | ||||||||
Unpaid loan origination fee for long term debt | $ 700,000 | ||||||||
Term Loan | Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum aggregate principal amount | $ 15,000,000 | ||||||||
Commitment fee (in percent) | 1% | ||||||||
Amount drawn | $ 0 | $ 0 | |||||||
Term Loan | Revolving Credit Facility | Line of Credit | Wingspire Capital LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum aggregate principal amount | $ 15,000,000 | ||||||||
Orinter Short-term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of loan | € | € 2.2 | ||||||||
Fixed interest rate (in percent) | 6.75% | 6.75% | |||||||
Orinter | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 30% | 24% |
DEBT - Outstanding borrowing ar
DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total outstanding principal balance | $ 178,530 | $ 173,349 |
Less: Unamortized debt issuance costs and discounts | (9,244) | (11,842) |
Total debt | 169,286 | 161,507 |
Less: Current portion of long-term debt | (5,182) | (10,828) |
Long-term debt, excluding current portion | 164,104 | 150,679 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | 114,791 | 114,708 |
Payment in kind interest on Term Loan | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | 62,897 | 56,063 |
Orinter short-term loan | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | $ 842 | $ 2,578 |
EQUITY - Additional information
EQUITY - Additional information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Authorized amount | $ 40 | |
Increase in authorized amount | $ 30 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock shares issued (in shares) | 86,034,886 | 83,252,040 |
EQUITY - Schedule of warrants (
EQUITY - Schedule of warrants (Details) | Jun. 30, 2024 $ / shares shares |
Class of Stock [Line Items] | |
Warrants outstanding (in shares) | 1,677,000 |
Private Placement | |
Class of Stock [Line Items] | |
Warrants outstanding (in shares) | 232,500 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Series A Preferred Stock Issued 10/17/23 | |
Class of Stock [Line Items] | |
Warrants outstanding (in shares) | 1,275,000 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.50 |
Series A Preferred Stock Issued 12/14/23 | |
Class of Stock [Line Items] | |
Warrants outstanding (in shares) | 169,500 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.50 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 13, 2024 | Dec. 31, 2023 | Oct. 11, 2023 | Apr. 20, 2023 | Sep. 12, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 18, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Allocated share based compensation | $ 11,991 | $ 4,890 | $ 17,298 | $ 7,451 | ||||||
Unrecognized earn-out compensation expense | 400 | $ 400 | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 9,000,000 | |||||||||
Personnel expenses | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Allocated share based compensation | 10,922 | 4,467 | $ 16,168 | 6,623 | ||||||
Employee and Nonemployee | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 1,533,333 | 1,533,333 | 1,533,333 | |||||||
No Individual Identified | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | (20,000) | (200,000) | 86,667 | |||||||
Restricted stock units | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Allocated share based compensation | 11,300 | 1,400 | $ 15,400 | 1,400 | ||||||
Total unrecognized stock-based compensation expense | 12,000 | $ 12,000 | ||||||||
Period of recognition for unrecognized stock-based compensation expense (in years) | 1 year 4 months 13 days | |||||||||
Class D Management Incentive Units | Personnel expenses | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Allocated share based compensation | $ 200 | 1,200 | $ 1,400 | 3,300 | ||||||
Class D Management Incentive Units | General and Administrative Expense | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Allocated share based compensation | $ 300 | $ 600 | ||||||||
2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares authorizes for issuance (in shares) | 9,615,971 |
STOCK-BASED COMPENSATION - Ince
STOCK-BASED COMPENSATION - Incentive units and RSU activity (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of RSUs Outstanding | |
Unvested at the beginning of the period (in shares) | shares | 2,724,052 |
Granted (in shares) | shares | 5,515,438 |
Vested (in shares) | shares | (5,193,206) |
Forfeited or canceled (in shares) | shares | (122,482) |
Unvested at the end of the period (in shares) | shares | 2,923,802 |
Weighted-Average Grant Date Fair Value | |
Unvested at the beginning of the period (dollars per share) | $ / shares | $ 5.91 |
Granted (dollars per share) | $ / shares | 2.32 |
Vested (dollars per share) | $ / shares | 3.17 |
Forfeited or canceled (dollars per share) | $ / shares | 3.86 |
Unvested at the end of the period (dollars per share) | $ / shares | $ 4.10 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of allocation of earnout shares (Details) - shares | 6 Months Ended | |||||||
Apr. 13, 2024 | Dec. 31, 2023 | Oct. 11, 2023 | Apr. 20, 2023 | Sep. 12, 2022 | Sep. 07, 2022 | Jul. 18, 2022 | Jun. 30, 2024 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 9,000,000 | |||||||
Employee | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 1,353,333 | 180,000 | 900,000 | 6,000,000 | ||||
Investor | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 500,000 | |||||||
Non-employee | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 200,000 | |||||||
No Individual Identified | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | (20,000) | (200,000) | 86,667 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 13, 2021 |
Line of Credit Facility [Line Items] | |||
Deferred revenue | $ 15,703 | $ 17,483 | |
Commercial Commitments | |||
Line of Credit Facility [Line Items] | |||
Deferred revenue | 8,300 | ||
Global Collect Services B.V. | |||
Line of Credit Facility [Line Items] | |||
Collection claim | $ 500 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Secured letters of credit outstanding | $ 7,700 | $ 7,900 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 11, 2021 | Jul. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Note payable to related party | $ 203 | $ 203 | $ 201 | ||||
Interest income | 200 | $ 290 | 369 | $ 637 | |||
Interest Expense, Nonoperating | 12,818 | 8,415 | 22,750 | 16,632 | |||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Amount payable to related party | 41 | 41 | 42 | ||||
Amount receivable from related party | 59 | 59 | 43 | ||||
Loan receivable from related party | 101 | 101 | 83 | ||||
Rent payable to related parties and an affiliate associated with these related parties and an employee | 1,212 | 1,212 | 1,284 | ||||
Interest income | 18 | 0 | 36 | 0 | |||
Interest Expense, Nonoperating | 1 | 0 | 2 | 0 | |||
Rent expense | $ 159 | $ 55 | $ 318 | $ 110 | |||
Lease term | 3 years | 3 years | |||||
Director | Interep | |||||||
Related Party Transaction [Line Items] | |||||||
Other consideration - travel credit | $ 41 | $ 41 | |||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of service fee | 10% | ||||||
Lease term | 11 months | 11 months | |||||
Chief Financial Officer | July 2023 Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Loan receivable from related party | $ 100 | ||||||
Interest rate | 3.30% | ||||||
Option to forgive, increments | 0.33 | ||||||
Chief Executive Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 2% |
SEGMENT INFORMATION - Amounts d
SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 58,326 | $ 56,771 | $ 116,347 | $ 106,700 |
Adjusted EBITDA | 6,111 | 4,438 | 11,167 | 8,595 |
Depreciation and amortization | (3,653) | (3,803) | (9,216) | (7,189) |
Stock-based compensation and related payroll tax expense | (11,991) | (4,890) | (17,298) | (7,451) |
Restructuring expense, net | (158) | 168 | 131 | (1,361) |
Acquisition and integration related costs | (15) | (365) | (633) | (644) |
Financing and refinancing related costs | (9) | (139) | (634) | (545) |
Certain other expenses | (528) | (731) | (708) | (1,203) |
Change in fair value of earn-out liabilities | (58) | (530) | (1,297) | (701) |
Loss from operations | (10,301) | (5,852) | (18,488) | (10,499) |
Total other expense, net | (15,215) | (6,748) | (25,841) | (14,317) |
Loss before income taxes | (25,516) | (12,600) | (44,329) | (24,816) |
Benefit (provision) for income taxes | 4 | (2,008) | (641) | (2,707) |
Net loss | (25,512) | (14,608) | (44,970) | (27,523) |
Travel Marketplace | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 58,003 | 56,652 | 115,760 | 106,201 |
Adjusted EBITDA | 4,604 | 4,948 | 10,726 | 8,984 |
SaaS Platform | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 323 | 119 | 587 | 499 |
Adjusted EBITDA | $ 1,507 | $ (510) | $ 441 | $ (389) |
SEGMENT INFORMATION - Long-live
SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues, net | $ 58,326 | $ 56,771 | $ 116,347 | $ 106,700 | |
Long-lived assets | 4,842 | 4,842 | $ 4,128 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues, net | 29,273 | 33,025 | 56,992 | 70,577 | |
Long-lived assets | 3,230 | 3,230 | 2,432 | ||
Brazil | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues, net | 24,817 | 19,760 | 50,861 | 28,864 | |
Long-lived assets | 451 | 451 | 569 | ||
Rest of Americas | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues, net | 4,212 | 3,986 | 8,442 | 7,259 | |
Asia Pacific | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues, net | 24 | $ 0 | 52 | $ 0 | |
India | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived assets | 776 | 776 | 979 | ||
Rest of the world | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived assets | $ 385 | $ 385 | $ 148 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss | $ (25,512) | $ (14,608) | $ (44,970) | $ (27,523) |
Cumulative dividends allocated to preferred stockholders | (3,937) | (2,686) | (7,742) | (5,164) |
Net loss attributable to common stockholders, diluted | (29,449) | (17,294) | (52,712) | (32,687) |
Net loss attributable to common stockholders | $ (29,449) | $ (17,294) | $ (52,712) | $ (32,687) |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 80,722,160 | 77,197,805 | 79,595,320 | 76,774,455 |
Weighted average shares outstanding, diluted (in shares) | 80,722,160 | 77,197,805 | 79,595,320 | 76,774,455 |
Basic net loss per share (in dollars per share) | $ (0.36) | $ (0.22) | $ (0.66) | $ (0.43) |
Diluted net loss per share (in dollars per share) | $ (0.36) | $ (0.22) | $ (0.66) | $ (0.43) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive securities excluded from computation of earnings per share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 18,256,992 | 10,224,962 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 1,677,000 | 1,507,500 |
Outstanding earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 8,913,333 | 7,780,000 |
Consolid earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 400,000 | 400,000 |
Skypass earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 1,800,000 | 0 |
Purplegrids earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 2,542,857 | 0 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 2,923,802 | 536,906 |
ESPP shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 0 | 556 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | ||||
Loss before income taxes | $ (25,516) | $ (12,600) | $ (44,329) | $ (24,816) |
(Benefit) provision for income taxes | $ (4) | $ 2,008 | $ 641 | $ 2,707 |
Effective income tax rate | 0.02% | (15.94%) | (1.45%) | (10.91%) |
Interep | ||||
Income Tax Contingency [Line Items] | ||||
Liability for tax contingency | $ 200 | $ 200 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 14, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2025 | |
Subsequent Event [Line Items] | ||||||
Adjusted EBITDA removed provision, at least | $ 6,111 | $ 4,438 | $ 11,167 | $ 8,595 | ||
Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Adjusted EBITDA removed provision, at least | $ 50,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of shares to be issued based on shares outstanding | 10% | |||||
Subsequent Event | L/C Facility | Revolving Credit Facility | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Minimum aggregate principal amount | $ 15,000 | |||||
Net proceeds | $ 5,000 |