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 June 30,				Six Months Ended June 30,
(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)