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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 1Level 2Level 3Total
Assets
Foreign currency exchange derivatives1
$— $392 $— $392 
Total assets$— $392 $— $392 
Liabilities
Private placement warrant liability2
$— $— $102 $102 
Orinter earn-out consideration3
— — 4,570 4,570 
Consolid earn-out consideration4
— — 390 390 
Interep earn-out consideration5
— — 1,620 1,620 
Skypass earn-out consideration6
— — 105 105 
Total liabilities$— $— $6,787 $6,787 
December 31, 2023
(in thousands)Level 1 Level 2 Level 3 Total
Liabilities
Foreign currency exchange derivatives1
$— $300 $— $300 
Private placement warrant liability2
— — 137 137 
Orinter earn-out consideration3
— — 6,540 6,540 
Consolid earn-out consideration4
— — 780 780 
Interep earn-out consideration5
— — 2,240 2,240 
Skypass earn-out consideration6
— — 161 161 
Total liabilities$— $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
June 30,		Six Months Ended
June 30,
(in thousands)2024202320242023
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 consideration58 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
June 30,		Six Months Ended
June 30,
(in thousands)2024202320242023
Balance, beginning of period$95 $1,314 $137 $1,293 
Change in the estimated fair value of warrants7 (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:
OrinterInterepConsolidSkypass
Cost of equity20.9 %26.9 %28.0 %20.9 %
EBITDA volatility57.0 %57.0 %34.0 %59.0 %
Equity volatility88.0 %88.0 %68.0 %89.0 %
Required metric risk premium13.5 %17.5 %11.5 %14.0 %
Risk-neutral adjustment factor
0.88 - 0.97
0.85 - 0.96
0.97
0.81 - 0.99
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, 2024December 31, 2023
Stock price$2.40$2.76
Term (in years)3.13.6
Expected volatility78.0%73.0%
Risk-free rate4.6%4.0%
Dividend yield—%—%