ACQUISITIONS AND DIVESTURES (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of acquisition date fair value of purchase consideration

The acquisition date fair value of consideration transferred for Orinter is as follows (in thousands):

Cash consideration (i)	$	21,085
Issuance of Class A Common Stock (ii)	16,037
Fair value of earn-out consideration (iii)	3,060
Total purchase price consideration	$	40,182

(i) Cash consideration of $20.0 million paid and $1.5 million holdback consideration transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. The Company intends to claw back the net working capital adjustment of $0.5 million against the holdback consideration, and recorded this clawback amount in prepaid expenses and other current assets on the consolidated balance sheet.

(ii) Issuance of 1,726,405 shares of common stock to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Orinter Closing Date, and (b) 823,203 shares after a period of 24 months from the Orinter Closing Date.

(iii) The purchase consideration includes an earn-out obligation of $10.0 million (paid in equal installments over 3 years) contingent on Orinter meeting certain EBITDA targets for the years ended December 31, 2024, 2025 and 2026, respectively.

The acquisition date fair value of consideration transferred for Interep is as follows (in thousands):

Cash consideration (i) (ii)	$	4,633
Issuance of Class A Common Stock (iii)	3,097
Other consideration - travel credit (iv)	50
Fair value of earn-out consideration (v)	1,700
Total purchase consideration	$	9,480

The acquisition date fair value of consideration transferred for Consolid is as follows (in thousands):

	Amount
Cash consideration	$	3,406
Fair value of earn-out consideration	1,820
Total purchase consideration	$	5,226

The acquisition date fair value of consideration transferred for Skypass is as follows (in thousands):

	Amount
Cash consideration(i)	$	3,214
Issuance of Class A Common Stock at Closing(ii)	5,320
Deferred stock consideration(iii)	1,584
Fair value of earn-out consideration(iv)	434
Total purchase price consideration	$	10,552

Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Assets acquired:	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 tax liability	8,748
Fair value of liabilities assumed	49,182
Total purchase consideration	$	40,182

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Assets acquired:	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
Indemnification asset	1,844
Intangible assets	7,570
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 following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Assets acquired:	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

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 (in thousands):

Assets acquired:	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 (fair value in thousands):

	Useful life (years)	Fair value
Customer relationships	11	$	22,000
Trade names	15	7,650
Total acquired intangibles		$	29,650

Schedule of Business Acquisition, Pro Forma Information

The unaudited pro forma financial information did not include the effect of Skypass Acquisition due to its insignificant impact to the Company's consolidated operation results.

	Year Ended December 31,
(in thousands)	2023	2022
Revenues, net	$232,983	$191,885
Net loss	(43,715)	(75,193)