BUSINESS COMBINATIONS AND DIVESTITURES |
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| 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:
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:
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:
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:
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:
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.
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| 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:
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:
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:
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:
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:
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.
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