DEBT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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:
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