Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39943 | |
Entity Registrant Name | MONDEE HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-3292448 | |
Entity Address, Address Line One | 10800 Pecan Park Blvd. | |
Entity Address, Address Line Two | Suite 315 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78750 | |
City Area Code | 650 | |
Local Phone Number | 646-3320 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | MOND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 82,266,160 | |
Entity Central Index Key | 0001828852 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 105,228 | $ 15,506 |
Restricted short-term investments | 8,878 | 8,484 |
Accounts receivable, net of allowance of $5,144, and $5,005 as of September 30, 2022 and December 31, 2021, respectively | 25,751 | 10,178 |
Contract assets, net of allowance of $1,000 as of September 30, 2022 and December 31, 2021 | 6,570 | 3,935 |
Prepaid expenses and other current assets | 4,803 | 2,588 |
Total current assets | 151,230 | 40,691 |
Property and equipment, net | 10,635 | 8,874 |
Goodwill | 66,420 | 66,420 |
Intangible assets, net | 58,955 | 63,708 |
Loan receivable from related party | 0 | 22,054 |
Operating lease right-of-use assets | 2,519 | |
Other non-current assets | 2,022 | 1,588 |
TOTAL ASSETS | 291,781 | 203,335 |
Current liabilities | ||
Accounts payable | 37,894 | 19,529 |
Deferred underwriting fee | 600 | 0 |
Amounts payable to related parties | 0 | 716 |
Paycheck Protection Program (PPP) and other government loans, current portion | 57 | 338 |
Accrued expenses and other current liabilities | 23,380 | 10,354 |
Deferred revenue | 6,696 | 6,450 |
Long-term debt, current portion | 9,382 | 11,063 |
Total current liabilities | 78,009 | 48,450 |
Deferred income taxes | 650 | 512 |
Note Payable to Related Party | 196 | 193 |
PPP and other government loans excluding current portion | 176 | 1,915 |
Warrant liability | 502 | 0 |
Long-term debt excluding current portion | 125,137 | 162,170 |
Deferred revenue excluding current portion | 12,384 | 14,288 |
Operating lease liabilities excluding current portion | 1,826 | |
Other long-term liabilities | 2,513 | 2,632 |
Total liabilities | 221,393 | 230,160 |
Commitments and contingencies (Note 10) | ||
Redeemable Preferred Stock | ||
Series A Preferred stock - 85,000 authorized, $0.0001 par value, 85,000 shares issued and outstanding as of September 30, 2022 (liquidation preference $85,057) | 79,606 | |
Stockholders' deficit: | ||
Common stock – $0.0001 par value; 500,000,000 and 60,800,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively; 82,266,160 and 60,800,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 7 | 6 |
Shareholder receivable | (20,336) | 0 |
Additional paid-in capital | 275,443 | 163,459 |
Accumulated other comprehensive loss | (603) | (273) |
Accumulated deficit | (263,729) | (190,017) |
Total stockholders’ deficit | (9,218) | (26,825) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 291,781 | $ 203,335 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 5,144,000 | $ 5,005,000 |
Contract assets, allowance | $ 1,000,000 | $ 1,000,000 |
Temporary equity, shares authorized (in shares) | 85,000 | |
Temporary equity, par value (in dollars per share) | $ 0.0001 | |
Temporary equity, shares issued (in shares) | 85,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 85,000 | |
Liquidation preference | $ 85,057 | |
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 500,000,000 | 60,800,000 |
Common shares, shares issued (in shares) | 82,266,160 | 60,800,000 |
Common shares, shares outstanding (in shares) | 82,266,160 | 60,800,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 39,466 | $ 22,870 | $ 119,769 | $ 59,921 |
Operating expenses: | ||||
Marketing expenses | 24,298 | 13,446 | 73,317 | 34,521 |
Sales and other expenses, including non-employee stock-based compensation of $172, $7, $178, and $9 respectively | 3,305 | 2,083 | 9,683 | 6,420 |
Personnel expenses, including stock-based compensation of $55,064, $75, $55,219, and $3,844 respectively | 59,807 | 5,253 | 71,131 | 17,915 |
General and administrative expenses | 2,337 | 1,794 | 6,802 | 4,709 |
Information technology expenses | 1,176 | 1,028 | 3,639 | 3,141 |
Provision for doubtful accounts receivable and contract assets | 211 | (606) | 297 | 987 |
Depreciation and amortization | 2,963 | 3,252 | 8,549 | 9,772 |
Restructuring expense | 2,130 | 0 | 2,130 | 0 |
Total operating expenses | 96,227 | 26,250 | 175,548 | 77,465 |
Loss from operations | (56,761) | (3,380) | (55,779) | (17,544) |
Other income (expense): | ||||
Interest income | 28 | 129 | 289 | 381 |
Interest expense | (7,157) | (6,066) | (19,987) | (17,428) |
Gain on extinguishment of PPP loan | 0 | 4,292 | 2,009 | 4,292 |
Changes in fair value of warrant liability | 683 | 0 | 683 | 0 |
Other income (expense), net | (1,080) | 872 | (316) | 837 |
Total other expense, net | (7,526) | (773) | (17,322) | (11,918) |
Loss before income taxes | (64,287) | (4,153) | (73,101) | (29,462) |
Provision for income taxes | (321) | (115) | (611) | (235) |
Net loss | $ (64,608) | $ (4,268) | $ (73,712) | $ (29,697) |
Net loss attributable per share to common stockholders: | ||||
Net loss attributable per share to common stockholders, basic (in dollars per share) | $ (0.89) | $ (0.07) | $ (1.14) | $ (0.49) |
Net loss attributable per share to common stockholders, diluted (in dollars per share) | $ (0.89) | $ (0.07) | $ (1.14) | $ (0.49) |
Basic and diluted | ||||
Basic weighted average shares outstanding (in shares) | 72,462,512 | 60,800,000 | 64,730,224 | 60,800,000 |
Diluted weighted average shares outstanding (in shares) | 72,462,512 | 60,800,000 | 64,730,224 | 60,800,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Allocated share based compensation | $ 55,236 | $ 82 | $ 55,397 | $ 3,853 |
Sales and other expenses | ||||
Allocated share based compensation | 172 | 7 | 178 | 9 |
Personnel expenses | ||||
Allocated share based compensation | $ 55,064 | $ 75 | $ 55,219 | $ 3,844 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (64,608) | $ (4,268) | $ (73,712) | $ (29,697) |
Other comprehensive loss, net of tax: | ||||
Loss on currency translation adjustment | (158) | (69) | (330) | (161) |
Comprehensive loss | $ (64,766) | $ (4,337) | $ (74,042) | $ (29,858) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) | Total | PIPE Financing | Common Stock Warrants | Previously Reported | Previously Reported Common Stock Warrants | Revision of Prior Period, Adjustment | Class A Common Stock | Class A Common Stock Previously Reported | Class A Common Stock Revision of Prior Period, Adjustment | Additional Paid-in-Capital | Additional Paid-in-Capital PIPE Financing | Additional Paid-in-Capital Previously Reported | Additional Paid-in-Capital Revision of Prior Period, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Shareholder Receivable | Shareholder Receivable Previously Reported |
Balance at beginning (in shares) at Dec. 31, 2020 | 60,800,000 | 1 | 60,799,999 | ||||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 8,455,000 | $ 8,455,000 | $ 0 | $ 6,000 | $ 0 | $ 6,000 | $ 159,523,000 | $ 159,529,000 | $ (6,000) | $ 38,000 | $ 38,000 | $ (151,112,000) | $ (151,112,000) | ||||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 0 | ||||||||||||||||||
Currency translation adjustment | (61,000) | (61,000) | |||||||||||||||||
Net loss | (12,351,000) | (12,351,000) | |||||||||||||||||
Balance at end (in shares) at Mar. 31, 2021 | 60,800,000 | ||||||||||||||||||
Balance at end at Mar. 31, 2021 | (3,957,000) | $ 6,000 | 159,523,000 | (23,000) | (163,463,000) | ||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 60,800,000 | 1 | 60,799,999 | ||||||||||||||||
Balance at beginning at Dec. 31, 2020 | 8,455,000 | 8,455,000 | 0 | $ 6,000 | $ 0 | $ 6,000 | 159,523,000 | 159,529,000 | (6,000) | 38,000 | 38,000 | (151,112,000) | (151,112,000) | ||||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 3,853,000 | 3,853,000 | |||||||||||||||||
Currency translation adjustment | (161,000) | (161,000) | |||||||||||||||||
Net loss | (29,697,000) | (29,697,000) | |||||||||||||||||
Balance at end (in shares) at Sep. 30, 2021 | 60,800,000 | ||||||||||||||||||
Balance at end at Sep. 30, 2021 | (17,550,000) | $ 6,000 | 163,376,000 | (123,000) | (180,809,000) | ||||||||||||||
Balance at beginning (in shares) at Mar. 31, 2021 | 60,800,000 | ||||||||||||||||||
Balance at beginning at Mar. 31, 2021 | (3,957,000) | $ 6,000 | 159,523,000 | (23,000) | (163,463,000) | ||||||||||||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 3,771,000 | 3,771,000 | |||||||||||||||||
Currency translation adjustment | (31,000) | (31,000) | |||||||||||||||||
Net loss | (13,078,000) | (13,078,000) | |||||||||||||||||
Balance at end (in shares) at Jun. 30, 2021 | 60,800,000 | ||||||||||||||||||
Balance at end at Jun. 30, 2021 | (13,295,000) | $ 6,000 | 163,294,000 | (54,000) | (176,541,000) | ||||||||||||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 82,000 | 82,000 | |||||||||||||||||
Currency translation adjustment | (69,000) | (69,000) | |||||||||||||||||
Net loss | (4,268,000) | (4,268,000) | |||||||||||||||||
Balance at end (in shares) at Sep. 30, 2021 | 60,800,000 | ||||||||||||||||||
Balance at end at Sep. 30, 2021 | $ (17,550,000) | $ 6,000 | 163,376,000 | (123,000) | (180,809,000) | ||||||||||||||
Preferred Stock, beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Preferred Stock, ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||||||||
Preferred Stock, ending balance at Mar. 31, 2022 | $ 0 | ||||||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2021 | 60,800,000 | 60,800,000 | 1 | 60,799,999 | |||||||||||||||
Balance at beginning at Dec. 31, 2021 | $ (26,825,000) | (26,825,000) | 0 | $ 6,000 | $ 0 | $ 6,000 | 163,459,000 | 163,465,000 | (6,000) | (273,000) | (273,000) | (190,017,000) | (190,017,000) | $ 0 | $ 0 | ||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 80,000 | 80,000 | |||||||||||||||||
Currency translation adjustment | (229,000) | (229,000) | |||||||||||||||||
Net loss | (6,991,000) | (6,991,000) | |||||||||||||||||
Balance at end (in shares) at Mar. 31, 2022 | 60,800,000 | ||||||||||||||||||
Balance at end at Mar. 31, 2022 | $ (33,965,000) | $ 6,000 | 163,539,000 | (502,000) | (197,008,000) | 0 | |||||||||||||
Preferred Stock, beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Mezzanine Equity | |||||||||||||||||||
Issuance of redeemable series A preferred stock, net of issuance costs (in shares) | 85,000 | ||||||||||||||||||
Issuance of redeemable series A preferred stock, net of issuance costs | $ 79,549,000 | ||||||||||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 57,000 | ||||||||||||||||||
Preferred Stock, ending balance (in shares) at Sep. 30, 2022 | 85,000 | 85,000 | |||||||||||||||||
Preferred Stock, ending balance at Sep. 30, 2022 | $ 79,606,000 | $ 79,606,000 | |||||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2021 | 60,800,000 | 60,800,000 | 1 | 60,799,999 | |||||||||||||||
Balance at beginning at Dec. 31, 2021 | $ (26,825,000) | $ (26,825,000) | $ 0 | $ 6,000 | $ 0 | $ 6,000 | 163,459,000 | $ 163,465,000 | $ (6,000) | (273,000) | $ (273,000) | (190,017,000) | $ (190,017,000) | 0 | $ 0 | ||||
Shareholders' Deficit | |||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs (in shares) | 13,947,218 | ||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs | 48,341,000 | $ 1,000 | 48,340,000 | ||||||||||||||||
Issuance of Mondee Holdings LLC Class G units upon prepayment of debt | 9,750,000 | $ 9,750,000 | |||||||||||||||||
Merger earn-out shares (in shares) | 7,400,000 | ||||||||||||||||||
Settlement of related party loan | (20,336,000) | (20,336,000) | |||||||||||||||||
Common control acquisition | 2,000,000 | 2,000,000 | |||||||||||||||||
Payment made on behalf of Mondee Holdings LLC | 5,241,000 | 5,241,000 | |||||||||||||||||
Shares issued upon exercise of common stock warrants (in shares) | 118,942 | ||||||||||||||||||
Shares issued upon exercise of common stock warrants | 1,368,000 | 1,368,000 | |||||||||||||||||
Transfer of Private Warrants to Public Warrants | 536,000 | 536,000 | |||||||||||||||||
Issuance of common stock warrants | 3,891,000 | ||||||||||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | (57,000) | (57,000) | |||||||||||||||||
Stock based compensation | 55,397,000 | 55,397,000 | |||||||||||||||||
Currency translation adjustment | (330,000) | (330,000) | |||||||||||||||||
Net loss | $ (73,712,000) | (73,712,000) | |||||||||||||||||
Balance at end (in shares) at Sep. 30, 2022 | 82,266,160 | 82,266,160 | |||||||||||||||||
Balance at end at Sep. 30, 2022 | $ (9,218,000) | $ 7,000 | 275,443,000 | (603,000) | (263,729,000) | (20,336,000) | |||||||||||||
Preferred Stock, beginning balance at Mar. 31, 2022 | $ 0 | ||||||||||||||||||
Preferred Stock, beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||||||||
Preferred Stock, ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||||||||
Preferred Stock, ending balance at Jun. 30, 2022 | $ 0 | ||||||||||||||||||
Balance at beginning (in shares) at Mar. 31, 2022 | 60,800,000 | ||||||||||||||||||
Balance at beginning at Mar. 31, 2022 | (33,965,000) | $ 6,000 | 163,539,000 | (502,000) | (197,008,000) | 0 | |||||||||||||
Shareholders' Deficit | |||||||||||||||||||
Stock based compensation | 81,000 | 81,000 | |||||||||||||||||
Currency translation adjustment | 57,000 | 57,000 | |||||||||||||||||
Net loss | (2,113,000) | (2,113,000) | |||||||||||||||||
Balance at end (in shares) at Jun. 30, 2022 | 60,800,000 | ||||||||||||||||||
Balance at end at Jun. 30, 2022 | $ (35,940,000) | $ 6,000 | 163,620,000 | (445,000) | (199,121,000) | 0 | |||||||||||||
Mezzanine Equity | |||||||||||||||||||
Issuance of redeemable series A preferred stock, net of issuance costs (in shares) | 85,000 | ||||||||||||||||||
Issuance of redeemable series A preferred stock, net of issuance costs | $ 79,549,000 | ||||||||||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | $ 57,000 | ||||||||||||||||||
Preferred Stock, ending balance (in shares) at Sep. 30, 2022 | 85,000 | 85,000 | |||||||||||||||||
Preferred Stock, ending balance at Sep. 30, 2022 | $ 79,606,000 | $ 79,606,000 | |||||||||||||||||
Shareholders' Deficit | |||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs (in shares) | 13,947,218 | ||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs | 48,341,000 | $ 1,000 | 48,340,000 | ||||||||||||||||
Issuance of Mondee Holdings LLC Class G units upon prepayment of debt | $ 9,750,000 | $ 9,750,000 | |||||||||||||||||
Merger earn-out shares (in shares) | 7,400,000 | ||||||||||||||||||
Settlement of related party loan | (20,336,000) | (20,336,000) | |||||||||||||||||
Common control acquisition | (2,000,000) | (2,000,000) | |||||||||||||||||
Payment made on behalf of Mondee Holdings LLC | (5,241,000) | (5,241,000) | |||||||||||||||||
Shares issued upon exercise of common stock warrants (in shares) | 118,942 | ||||||||||||||||||
Shares issued upon exercise of common stock warrants | 1,368,000 | 1,368,000 | |||||||||||||||||
Transfer of Private Warrants to Public Warrants | 536,000 | 536,000 | |||||||||||||||||
Issuance of common stock warrants | 3,891,000 | 3,891,000 | |||||||||||||||||
Accrual of dividends and accretion of redeemable series A preferred stock | 57,000 | 57,000 | |||||||||||||||||
Stock based compensation | 55,236,000 | 55,236,000 | |||||||||||||||||
Currency translation adjustment | (158,000) | (158,000) | |||||||||||||||||
Net loss | $ (64,608,000) | (64,608,000) | |||||||||||||||||
Balance at end (in shares) at Sep. 30, 2022 | 82,266,160 | 82,266,160 | |||||||||||||||||
Balance at end at Sep. 30, 2022 | $ (9,218,000) | $ 7,000 | $ 275,443,000 | $ (603,000) | $ (263,729,000) | $ (20,336,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (73,712,000) | $ (29,697,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 8,549,000 | 9,772,000 |
Deferred taxes | 138,000 | 92,000 |
Provision for doubtful accounts receivable and contract assets | 297,000 | 987,000 |
Stock-based compensation | 55,397,000 | 3,853,000 |
Amortization of loan origination fees | 4,238,000 | 1,798,000 |
Payment in kind interest expense | 8,147,000 | 9,029,000 |
Gain on forgiveness of PPP Loan | (2,009,000) | (4,292,000) |
Change in the estimated fair value of LBF earn-out considerations and warrant liability | (1,259,000) | (177,000) |
Changes in operating assets and liabilities | ||
Accounts receivable | (15,870,000) | (7,895,000) |
Contract assets | (2,635,000) | 1,454,000 |
Prepaid expenses and other current assets | (17,547,000) | 132,000 |
Operating lease right-of-use assets | (320,000) | |
Other non-current assets | (716,000) | (558,000) |
Amounts payable to related parties, current portion | (716,000) | 768,000 |
Accounts payable | 26,353,000 | 4,119,000 |
Accrued expenses and other current liabilities | 12,333,000 | 1,100,000 |
Deferred revenue | (1,658,000) | (1,910,000) |
Operating lease liabilities | 300,000 | |
Other long term liabilities | 0 | 2,333,000 |
Net cash used in operating activities | (690,000) | (9,092,000) |
Cash flows from investing activities | ||
Capital expenditure | (5,415,000) | (3,270,000) |
Purchase of restricted short term investments | (394,000) | 0 |
Sale of restricted short term investments | 0 | 416,000 |
Net cash used in investing activities | (5,809,000) | (2,854,000) |
Cash flows from financing activities | ||
Repayments of long-term debt | (41,210,000) | (322,000) |
Repayment of short-term debt | (290,000) | (191,000) |
Proceeds from PPP and other government loans | 0 | 3,789,000 |
Proceeds from issuance of preferred stock | 85,000,000 | 0 |
Issuance cost from preferred stock | 1,560,000 | 0 |
Proceeds from exercise of common stock warrants | 1,368,000 | 0 |
Proceeds from business combination and issuance of PIPE shares | 78,548,000 | 0 |
Payment of offering costs | (20,053,000) | 0 |
Payment made on behalf of Mondee Holdings LLC | (5,241,000) | 0 |
Net cash provided by financing activities | 96,562,000 | 3,276,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (341,000) | (161,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 89,722,000 | (8,831,000) |
Cash, cash equivalents and restricted cash at beginning of period | 15,506,000 | 31,525,000 |
Cash and cash equivalents at end of period | 105,228,000 | 22,694,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 140,000 | 3,362,000 |
Non-cash investing and financing activities | ||
Legacy Mondee shares converted to Mondee Holdings Inc. | 7,000 | 0 |
Assumption of net liabilities from Business Combination | 15,002,000 | 0 |
Unpaid offering costs | 12,030,000 | 0 |
Preferred stock dividend accrual | 46,000 | 0 |
Issuance of common stock warrants | 3,892,000 | 0 |
Conversion of warrant classification | 535,000 | 0 |
Settlement of related party loan | (20,336,000) | 0 |
Common control acquisition | (2,000,000) | 0 |
Issuance of Mondee Holdings LLC Class G units upon modification of debt | $ 9,750,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Mondee Holdings , Inc., is a Delaware corporation. We refer to Mondee Holdings, Inc. and its subsidiaries collectively as “Mondee,” the “Company,” “us,” “we” and “our” and "New Mondee" in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Mondee provides state-of-the art technologies, operating systems and services that modernize travel market transactions to better serve travelers seeking enhanced life-style choices directly or through travel affiliates. These technology- led platforms, combined with Mondee’s distribution network, access to global travel inventory and its extensive, negotiated travel content, create a modern travel marketplace. The Company believes this modern travel marketplace provides enhanced options to the increasingly discerning traveler, on efficient consumer- friendly distribution platforms that support its travel supplier partners in utilizing highly perishable travel inventory. In addition to the rapid development of a modern travel marketplace, Mondee is increasingly focused on expanding its marketplace to the gig economy segment of the travel market. The Company believes gig workers are seeking more flexible, diverse content travel services and that its platform is well suited to serve them. The Company also offers a new subscription incentive-based behavioral change platform that is designed to be user-friendly to make booking business trips rewarding for both the traveler and the corporation. Business Combination On July 18, 2022 ( the "Closing Date"), we consummated the business combination (the "Business Combination") pursuant to the Business Combination Agreement (the "BCA"), dated December 20, 2021, by and among ITHAX Acquisition Corp. ("ITHAX"), Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Legacy Mondee”). On the Closing Date, following the Domestication, First Merger Sub merged with and into Legacy Mondee, with Legacy Mondee surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger,” and the time at which the First Merger became effective, the “First Effective Time”), and immediately following the First Merger, Legacy Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger,” together with the First Merger, the “Mergers,” and the time that the Second Merger became effective being referred to as the “Second Effective Time”). On the Closing Date, the registrant changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc. For further detailed information, please refer to Note 3. Reverse Recapitalization. In connection with the closing of the business combination: • All shares of Class A Common Stock of Mondee Holdings II, Inc. outstanding as of immediately prior to the First Effective Time were cancelled and automatically converted into the right to receive an aggregate 60,800,000 shares of New Mondee Class A Common Stock, par value $0.0001 per share. • Each issued and outstanding unit of First Merger Sub immediately prior to the First Effective Time were converted into and exchanged for one validly issued, fully paid and nonassessable share of Class A Common Stock of the first surviving company (the “First Surviving Company Class A Common Stock”). • All redeemable outstanding 12,075,000 public warrants and 337,500 private placement warrants of ITHAX representing the right to purchase one Class A ordinary share were adjusted to represent the right to purchase one share of New Mondee Class A Common Stock. • Certain investors received the contingent right to receive a portion of additional shares of Class A Common Stock upon achievement of certain milestones set forth in the BCA, in the form of 9,000,000 earn-out shares. At the time of closing, 6,500,000 earn-out shares were issued. • The settlement of a related party loan receivable immediately upon completion of the Business Combination by delivery of right to receive New Mondee Class A Common Stock. • All outstanding ITHAX Class A (after redemptions) and Class B ordinary shares were cancelled and converted into shares of Common Stock of New Mondee. • The unvested Incentive Stock Units of Mondee Holdings LLC fully vested in connection with the consummation of the Business Combination. • The asset purchase agreement with Metaminds Technologies Pvt. Ltd., ("Metaminds"), (entity under common control) for a purchase price of $2,000 to acquire substantially all of Metaminds assets. • Amendment to Amendment 7 to the TCW loan reflecting a debt modification which resulted in the issuance of 3,000,000 Class G units of Mondee Holdings LLC and a prepayment of the principal and fee of $41,210. • On the Closing Date, certain investors (the "PIPE Investors") purchased from the Company an aggregate of 7,000,000 shares (the "PIPE Shares") of New Mondee Class A Common Stock at a price of $10.00 per share, for an aggregate of $70,000 ( the "PIPE Financing"), in a private placement pursuant to a separate subscription agreement consummated substantially concurrently with close of the Business Combination. The Class A Common Stock of the Company are currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MOND". The Condensed Consolidated Financial Statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The Condensed Consolidated Financial Statements of Mondee Holdings, Inc. as of September 30, 2022 and accompanying notes are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements of Legacy Mondee as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes of Legacy Mondee as of and for the year ended December 31, 2021 included in the registration statement Form S-1 declared effective by the SEC on October 12, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. The Condensed Consolidated Financial Statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022 and the results of operations for the three and nine months ended September 30, 2022 and 2021 and the results of cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in accounting policies during the nine months ended September 30, 2022 from those disclosed in the annual consolidated financial statements and related notes for the year ended December 31, 2021, except as described in “Recently Adopted Accounting Pronouncements” below. Going concern The Company has prepared its Condensed Consolidated Financial Statements assuming that the Company will continue as a going concern. The Company is required to make debt repayments aggregating to $9,375 and $7,500 up to September 30, 2023 and September 30, 2024, respectively. As of September 30, 2022, current liabilities are $78,009 and current assets are $151,230. Given that the Company has historically generated recurring net losses, negative operating cash flows and negative net worth , it may be unable to make such specified debt repayments from operations when the balance is due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. As of September 30, 2022 the Company has $105,228 of unrestricted cash and $15,000 in unused line of credit. On July 18, 2022, the Company completed the business combination and raised net cash proceeds of $62,191, net of transaction costs and certain settlements of liability. The increase was offset by a modified debt facility with TCW Asset Management Company LLC ("TCW"), which entailed a prepayment fee of some of its obligations totaling $41,210 by the earlier of the close of the Business Combination or July 31, 2022. On September 29, 2022, the Company issued Series A preferred stock (the "Preferred Stock") and common stock warrants for an aggregate cash proceeds of $83,440, net of issuance costs. As of the date on which these Condensed Consolidated Financial Statements were available to be issued, we believe that the cash on hand, available line of credit, additional investments obtained through the Business Combination and additional mezzanine equity financing through Preferred Stock will satisfy the Company’s working capital and capital requirements for at least the next twelve months and accordingly, substantial doubt about the Company's ability to continue as a going concern is alleviated. COVID-19 During 2020, the COVID-19 pandemic had severely restricted the level of economic activity around the world and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Since the first quarter of 2020, COVID-19 has negatively impacted consumer sentiment and consumer’s ability to travel, and many of the Company's supply partners, particularly airlines and hotels, continue to operate at reduced but improving service levels in 2022. More recently, travel trends have continued to improve. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. Use of estimates The preparation of the Condensed Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, including the fair value of share-based awards, redeemable preferred stock, warrant liabilities, earn-outs issued in connection with the business combination, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant customers are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of September 30, 2022, two customers accounted for 23% of total accounts receivable and contract assets. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, were capitalized and recorded against proceeds upon the consummation of the offering. After the consummation of the Business Combination, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in capital. Costs allocated to liability-classified instruments are expensed. Stock-based compensation Stock-based compensation expense related to restricted stock units ("RSUs) and stock options ("Options") is recognized based on grant date fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur. For RSUs with market and service conditions, these vest over the derived service period and are subject to graded vesting. The market condition for these awards will be met and one-third of the RSU will vest if the Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 days trading period. The fair value on the grant date of the restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. The fair value of employee stock options is determined using the Black-Scholes model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The stock-based compensation expense for RSUs and options are recognized on a straight-line basis over the requisite service period which is generally one to three years and one to two years, respectively. Derivatives The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company accounts for warrants as equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Class A Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each reporting date while the warrants are outstanding. Redeemable preferred stock The Redeemable Preferred Stock is redeemable at the option of the holder at the fifth year of anniversary of the issuance and at any point in time by the Company. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Redeemable Preferred Stock is classified as temporary equity, as any event that is outside the Company’s control (regardless of probability) could trigger the security to become redeemable outside the Company’s control. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.Potential common shares from stock options, unvested restricted stock units, earnout awards and common stock warrants are computed using the treasury stock method. Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued. As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Mondee Holdings, Inc. financial statements; Mondee Holdings, Inc. equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, ITHAX. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this recapitalization and Note 17 for discussions of the retrospective adjustment of net loss per share Recently adopted accounting pronouncements On January 1, 2022, the Company adopted Financial Accounting Standards Board (“FASB”) ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s Condensed Consolidated Balance Sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively, as of January 1, 2022. In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on January 1, 2022 with no impact on its Condensed Consolidated Financial Statements. Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Condensed Consolidated Financial Statements. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION As discussed in Note 1, on July 18, 2022, the Company consummated a business combination pursuant to the Business Combination Agreement.The Business Combination was accounted for as a Reverse Recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Legacy Mondee was deemed the accounting acquirer (and legal acquiree) and ITHAX was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Mondee issuing stock for the net assets of ITHAX, accompanied by a recapitalization. Legacy Mondee has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Mondee’s pre-combination stockholders have the majority of the voting power in the post- Business Combination company; • Legacy Mondee’s stockholders have the ability to appoint a majority of the New Mondee Board; • Legacy Mondee’s management team is considered the management team of the post-Business Combination company; • Legacy Mondee’s prior operations is comprised of the ongoing operations of the post-Business Combination company; • Legacy Mondee is the larger entity based on historical revenues and business operations; and • The post-Business Combination company has assumed Mondee’s operating name. The net assets of ITHAX are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy Mondee. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated. Earn-out Shares Following the closing of the Business Combination, holders of the earn-out shares are entitled to the right to receive up to an aggregate amount of 9,000,000 shares of New Mondee Class A Common Stock that would vest (in part) in equal thirds if the trading price of the company's Class A Common Stock was greater than or equal to $12.50, $15.00, and $18.00 for any 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing of the Business Combination and ending on the four anniversary of the closing of the Business Combination. In the event that there is a company sale and during the vesting period that will result in the holders of Class A Common Stock receiving a company sale price equal to or in excess of the applicable price per share set forth above, then immediately prior to the consummation of the company sale any such vesting of earn-out shares that has not previously occurred shall be deemed to have occurred and the holders of such earn-out shares shall be eligible to participate in such company sale. In the event of any merger, sale, consolidation, recapitalization, equity transfer, restructuring, reorganization or other similar business transaction that does not constitute a company sale, any remaining unvested earn-out shares shall not be forfeited, shall remain outstanding, and shall remain subject to the remaining applicable vesting triggering events set forth above. In the event of a company sale, including where the consideration payable is other than a specified price per share, for purposes of determining whether the applicable stock price levels set forth above have been achieved, the price paid per share of common stock will be calculated on a basis that takes into account the number of earn-out shares that will vest (i.e., the ultimate price per share payable to all holders of common stock will be the same price per share used to calculate the number of earn-out shares that vest). The holders will have all of the rights of a holder of common stock with respect to the unvested earn-out shares, except that the holders will not be entitled to consideration in connection with any sale or other transaction and the earn-out shares cannot be sold, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of prior to vesting. As the earn-out shares are not puttable by the holders thereof, the underlying shares are not redeemable outside of the Company’s control, and the earn-out shares are settled through the or through the vesting, a fixed number of shares, the earn-out shares are not a liability within the scope of ASC 480, Distinguishing Liabilities from Equity. Further, although the earn-out shares meet the definition of a derivative, they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity’s Own Equity. Note that if a company sale occurs as a result of a cash offer, the calculation of the share price used to determine if the applicable stock price level set forth above has been achieved would include the earn-out shares. Lastly, the earn-out shares are indexed to the Company’s own stock, as there are no other events that would accelerate the vesting of such shares other than the share price being in excess of the applicable stock price levels set forth above or a company sale. Accordingly, these earn-out shares are equity classified In accordance with terms of the Business Combination and upon closing, the Company approved a total earn-out of 9,000,000 Class A Common Stock, which were allocated as follows as at September 30, 2022. Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Unallocated shares — 1,400,000 Total 9,000,000 While the earn-out shares are legally issued (except for 200,000 earn-out shares issued to non-employee) and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated acquisition date fair value was determined using a Monte Carlo simulation valuation model. Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair Value of Class A Common Stock $10.13 Selected Volatility 60 % Risk-free interest rate 3.14 % Contractual terms (years) 4.0 Of the initial allocated shares 500,000 of earn-out were allocated to key investors for participation and approvals of the business combination agreement. As such these earn-out meet the definition of a derivative, however they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity's Equity. As such the fair value impacts totaling $4,157 were recorded within equity under Additional paid in capital owing to insufficient retained earnings balances as of the date of issuance of the earn-out. Further, 6,000,000 of the earn-out Class A Common Stock were issued to the chief executive officer of Mondee which was determined to be equity settled in accordance with topic 480. The chief executive officer was awarded earn out shares primarily to lead and direct activities contributing to successful close of the business combination in his capacity of an executive responsible for oversight with no future services required. Additionally such incremental payments were offered only to specific and identified employees of Legacy Mondee, accordingly the Company determined his awards to be compensatory in nature owing to his service agreement and oversight role in the Business Combination. The Company recorded compensation expenses upon completion of the Business Combination totaling $50,060 within the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022. Subsequent to the closing date of the Business Combination, the Company allocated an additional 1,100,000 shares of which 900,000 were issued to an employee for his continued services and 200,000 were allocated but will be issued subject to requisite service period condition. These earn-out shares require future service to secure the option which confirms that these earn-outs are compensatory in nature in accordance with topic 718. The stock based compensation expense for employee earn-out shares were recognized over the derived service period. For non-employee earn-out shares, the Company recorded share based compensation expense on a monthly basis over the longest period between the implicit or derived service period. The Company recorded an additional $674 of compensation expense for employee to Personnel Expenses within the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022. The non-employee is an advisor to the company and its share based compensation expense of $33 were recorded to Sales and Other expenses within the Condensed Consolidated Statement of Operations. The grant-date fair values of the earn-outs granted to employees and non-employees were estimated using the following range of weighted average assumptions: Assumptions Fair Value of Class A Common Stock 7.81-10.13 Selected Volatility 60%-61% Risk-free interest rate 3.14%-4.17% Contractual terms (years) 3.8-4.0 As of September 30, 2022, unrecognized earn-out compensation expense totaled $6,382 expected to be recorded over the balance term.As of date of issuance of this report the remaining 1,400,000 earn out Class A Common Stock remain unallocated. Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $62,191. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the nine months ended September 30, 2022: Recapitalization Cash proceeds from ITHAX, net of redemptions 8,548 Cash proceeds from PIPE Financing 70,000 Less: Cash payment of ITHAX transaction costs and underwriting fees (7,357) Less: Cash payment of Legacy Mondee transaction costs and advisory fees paid (9,000) Net cash proceeds upon the closing of the Business Combination and PIPE financing 62,191 Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination (3,696) Net cash proceeds as of September 30, 2022 58,495 Less: Non-cash net liabilities assumed from ITHAX (7,845) Less: Legacy Mondee transaction costs incurred and unpaid as of September 30, 2022 (2,310) Net contributions from the Business Combination and PIPE financing upon closing 48,340 Immediately upon closing of the Business Combination, the Company had 74,747,218 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of the Company’s Class A Common Stock outstanding immediately following the consummation of the Business Combination: ITHAX Class A Ordinary Shares, outstanding prior to Business Combination 24,825,000 ITHAX Class B Ordinary Shares, outstanding prior to Business Combination 5,433,750 Less: Redemption of ITHAX Class A Ordinary Shares (23,311,532) Shares issued from PIPE financing 7,000,000 Total shares from the Business Combination and PIPE Financing 13,947,218 Legacy Mondee shares 1 60,800,000 Total shares of Class A Common Stock immediately after Business Combination (Class A Common Stock)* 74,747,218 *Total shares excludes earn-out shares of 7,400,000. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $28,811 related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $28,811, $15,325 was incurred by Legacy Mondee and $13,486 was incurred by ITHAX. As of September 30, 2022, the Company has made cash payments totaling $20,053 for transaction costs incurred by both Legacy Mondee and ITHAX. As of September 30, 2022, $326 of transaction costs were attributable to the issuance of private warrants that were determined to be a liability, and as such were recorded to other expenses within the Condensed Consolidated Statement of Operations. Asset Acquisition Under Common Control On July 18, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase”) with Metaminds Technologies Pvt. Ltd., (“Seller” "Metaminds"), Prasad Gundunmogula and Madhuri Pasam, and Mondee Group, LLC (“Mondee Group”) where the Company acquired the assets and liabilities of Metaminds for a purchase consideration of $2,000. Mondee Group is a separate entity that is owned by both Prasad and Madhuri (Prasad’s wife). Metaminds derives its revenue from providing IT Solutions and Services exclusively to Legacy Mondee. Prasad and Madhuri collectively own all the issued and outstanding shares of the capital stock of Metaminds and Mondee Group. Prasad is also the CEO of Mondee, Inc., and at the time of the transaction owned approximately 83% of outstanding Class A Common Stock of Mondee. As such, Metaminds and Mondee are entities under common control. The Asset Purchase was accounted as an asset acquisition, as Metaminds is not considered a business in accordance with the guidance in ASC 805, Business Combinations |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS As of September 30, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Public Warrants 12,061,043 11.50 7/18/2022 7/18/2027 Private Placement Warrants 232,500 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 13,568,543 Public and Private Placement Warrants On February 1, 2021, ITHAX consummated the initial public offering (“IPO”) of 24,150,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A ordinary share and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units (the “Private Placement Units”), including the exercise by the underwriters of their over-allotment option. ITHAX Acquisition Sponsor LLC (the “Sponsor”) purchased 465,000 Private Placement units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consisted of one Class A ordinary share and one half of one warrant (“Private Warrants”). The Company may redeem the Public Warrants when the last reported sales price of the Company’s Class A Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) exceeds $18.00. If the Reference Value exceeds $18.00, Public Warrants are redeemable at $0.01 per warrant, in whole and upon a minimum of 30 days prior written notice. The Company’s board of directors (the "Board") may also elect to require all warrant holders to exercise the Public Warrants on a cashless basis if the Reference Value exceeds $18.00. The number of shares to be issued for the cashless exercise would be equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the excess of the fair market value over the warrant price by (y) the fair market value. The fair market value is the average reporting closing price of the shares for the ten trading days ending on the third day prior to the date on which the notice of redemption was sent to warrant holders. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. However, the Private Placement Warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Upon closing, the Company acquired 12,061,043 Public Warrants and 232,500 Private Placement Warrants (together the "Warrants"). The Private Warrants were designated as a liability when acquired upon the closing of the Business Combination on July 18, 2022, and continue to be classified as a liability as of September 30, 2022. The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder, which precludes the warrants from being considered indexed to the Company’s equity. The Public Warrants were previously recorded as liability classified awards prior to the closing of the Business Combination as the Public Warrant agreement included a provision that allowed the holders of common stock outstanding to execute a tender offer that would entitle the warrant holders to receive cash for their Public Warrants. As net cash settlement could have been triggered in a circumstance in which the all holders of the Public Warrants could receive cash while only certain of the holders of the underlying shares of common stock would be entitled to cash, the Public Warrants were classified as liabilities prior to the closing of the Business Combination. Upon the closing of the Business Combination, a tender offer was not executed and the holders of common stock outstanding did not have the ability to execute such tender offer going forward. Accordingly, Public Warrants were classified as equity awards upon the closing of the Business Combination. At the Closing Date, Mondee acquired the net liabilities from ITHAX, including the Private Placement warrants. The Company estimated the fair value of private warrants on a recurring basis at the respective dates using the Black-Scholes option valuation model, for the Private Placement Warrants. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying Class A Common Stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Placement Warrants as of July 18, 2022 and September 30, 2022: July 18, 2022 September 30, 2022 Stock price 10.13 7.81 Term (in years) 5.0 4.8 Expected volatility 60 % 40.0 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % Each whole Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, at any time commencing on August 18, 2022, provided that the Company has an effective registration statement under the Securities Act covering the shares of the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available. The Warrants expire on July 18, 2027, or earlier upon redemption or liquidation. Through September 30, 2022, 118,942 Warrants were exercised at a price of $11.50, generating proceeds of $1.4 million. On September 16, 2022, the Company announced a tender offer agreement to tender public warrants at a rate of $0.65 per warrant in cash, up to 12,293,543 of its outstanding public and private warrants to purchase Class A Common Stock. The Offer is not conditioned on any minimum number of warrants being tendered and expired on October 17, 2022 with 10,741,390 warrants being tendered. The gross cash paid was approximately $7.0 million. Common Stock Warrants On September 29, 2022, in connection with the sale of the Preferred Stock, the Company has issued warrants for shares of its Class A Common stock. The Company issued a five-year warrant to buy an aggregate total of 1,275,000 shares of the Company’s Class A common stock, par value $0.0001 per share with an exercise price of $11.50 per share. The warrant may be exercised at the earlier of the five year contracted period or the liquidation of the Company. Each outstanding warrant not exercised on or before the expiration date will be come void. The warrants are not subject to restrictions on transfers and each holder is permitted to transfer the warrants. The issuance of warrants is a cashless exercise that are not redeemable at the option of the company. The warrants had a grant-date fair value of $3.07 at issuance and are fully vested. The warrants are exercisable until September 29, 2027. Assumptions used in the valuation at the issuance date were as follows: September 29, 2022 Fair Value of Class A Common Stock 9.13 Selected Volatility 40 % Risk-free interest rate 3.98 % Contractual terms (years) 5 The Company recorded the warrants as a component of equity as they are indexed to the Company's own stock. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT TCW Credit Agreement On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW (‘Lenders’) consisting of a $150,000 multi-draw term loan in aggregate, of which the first draw was for a principal amount of $95,000, with a maturity date of December 23, 2024. Additionally, on the same day, the Company entered into a revolving credit facility (‘LOC’) with an aggregate principal amount not exceeding $15,000. Undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and its Parent, Mondee Holdings LLC and are secured by substantially all of the assets of the Company and its Parent. On July 8, 2022, the Company entered into a seventh amendment to the financing agreement to the TCW Agreement, pursuant to which, among other things, (i) TCW consented to the Business Combination, the change of name of the Company from “ITHAX Acquisition Corp.” to “Mondee Holdings, Inc.,” and a further extension of the loan repayment schedule, and (ii) the Company agreed to execute joinders for Mondee Holdings, Inc. and Mondee Holdings II, Inc. to become borrowers under the TCW Agreement. The seventh amendment further provides that the June 30, 2022 quarterly repayment of interest and quarterly principal repayment have been extended to September 30, 2022, and Closing Date, respectively. Additionally, the amendment modified the applicable margin for the period after the date of the consummation of the SPAC restructuring. The relevant applicable margin shall be set at the respective level indicated for each fiscal quarter based upon the average daily balance of the outstanding term loan obligations during the immediately preceding fiscal quarter. However, from and after the first day of the first fiscal quarter following the 18 month anniversary of the consummation of the SPAC Restructuring (such date, the “18 Month Anniversary Date”), the applicable margin, with respect to the interest rate of (a) any reference rate loan or any portion thereof and (b) any LIBOR rate loan or any portion thereof, shall be set at the Applicable Margin Level in effect on the last day of the fiscal quarter during which such 18 Month Anniversary Date occurs. Finally, if the Company consummated the Business Combination as of July 31, 2022 we will be obligated to issue up to 3,000,000 Class G units of Mondee Holdings LLC to TCW. The exact amount of which will be dependent on the aggregate amount of loan outstanding following the prepayment of the loan. If the Business Combination is unconsummated as of July 31, 2022 the Company will be obligated to issue 3,600,000 Class G units agreed to under the fourth amendment of the agreement. Concurrently with the consummation of the Business Combination, the Company will be obligated to pay the lender a SPAC prepayment of the aggregate outstanding principal amount of the term loan of no less than $50,000. The Company will also be obligated to pay a SPAC prepayment fee of 3% that is applied against the SPAC prepayment amount. The SPAC prepayment fee is due upon the consummation of the Business Combination. On July 17, 2022, the Company entered into an amendment to the seventh amendment to the TCW Agreement, pursuant to which, among other things, TCW consented to reduce the amount of the loan required to be prepaid at closing to $40,000 ("SPAC Prepayment"). The Company was still required to pay a 3% fee on the SPAC Prepayment. On July 18, 2022, the consummation of the Business Combination occurred which resulted in the following: a. SPAC Prepayment $40,000 b. SPAC Prepayment Fee $1,200 c. 3,000,000 Class G Units of Mondee Holding LLC issued at a price of $3.25 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: September 30, 2022 Level 1 Level 2 Level 3 Total LBF earn-out consideration (1) — $ — $ 21 $ 21 Warrant liability - private warrants (2) $ — $ — $ 502 $ 502 Totally liabilities — — 523 523 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities LBF earn-out consideration (1) $ — $ — $ 597 $ 597 ______________________________ (1) The LBF earn-out consideration represents arrangements to pay the former owners of LBF Travel, Inc. (“LBF”) acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and nine months ended September 30, 2022. As of September 30, 2022, no payments were made as the LBF did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets. (2) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of September 30, 2022, the Company had 232,500 Private Placement Warrants outstanding. The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the Condensed Consolidated Balance Sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the Condensed Consolidated Statements of Operations. For Level 3 earn-out consideration, the Company assesses the fair value of expected earn-out consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn-out consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earn-out. The earn-out consideration is included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets. Change in the fair value of earn-out consideration is reflected in our Condensed Consolidated Statements of Operations. Changes to the unobservable inputs do not have a material impact on the Company’s Condensed Consolidated Financial Statements. The Company established the initial fair value of the Private Warrants on July 18, 2022, the date of the Company’s Initial Public Offering, and revalued on September 30, 2022, using a Black-Scholes option pricing model. The Warrants were classified as Level 3 at the initial measurement date, and September 30, 2022 due to the use of unobservable inputs. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarizes the fair value adjustments for earn-out consideration and private warrant liability measured using significant unobservable inputs (level 3): Earn-out consideration Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 2 $ 526 $ 597 $ 332 Change in the estimated fair value of LBF earn-out consideration 19 (17) (576) 177 Balance, end of the period $ 21 $ 509 $ 21 $ 509 Private warrant liability Three Months Ended Nine Months Ended 2022 2021 2022 2021 Warrants recognized upon closing of reverse recapitalization 1,721 — 1,721 — Transfer of Private Warrants to Public Warrants (536) — (536) — Change in the estimated fair value of warrants (683) — (683) — Balance, end of the period $ 502 $ — $ 502 $ — The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, deferred underwriting fee, and accrued expenses approximated their carrying values as of September 30, 2022 and December 31, 2021, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and it is management’s intent to hold to maturity. As such, the Company records restricted short-term investments, long-term debt, and long-term debt due from related parties on an amortized cost basis. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three and nine-month period ended September 30, 2022 and for the year ended December 31, 2021. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. For the three and nine months ended September 30, 2022 and September 30, 2021 respectively, the Company has not recorded any impairment charges on non-financial assets. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from Travel Marketplace $ 39,047 $ 22,458 $ 118,805 $ 59,075 Revenue from SAAS Platform 419 412 964 846 $ 39,466 $ 22,870 $ 119,769 $ 59,921 Contract balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the Condensed Consolidated Balance Sheets. Contract assets include unbilled amounts resulting from contracts in which revenue is estimated and accrued based upon measurable performance targets defined at contract inception. Contract liabilities, discussed below, are referenced as “deferred revenue” on the Condensed Consolidated Balance Sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to advance received from GDS service provider for bookings of airline tickets in future. The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 15,573 2,635 1,658 Ending Balance as of September 30, 2022 $ 25,751 $ 6,570 $ (19,080) As of December 31, 2021, the deferred revenue balance was $20,738, of which $2,860 was recognized as revenue during the nine months ended September 30, 2022. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses, including for nine months of 2022. As a result, we have a full valuation allowance against our net deferred tax assets. We expect to maintain a full valuation allowance for the foreseeable future. We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of the tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach. The effective income tax rate was (0.51)% and (0.84)% on the pre-tax loss for the three and nine months ended September 30, 2022, respectively, and (4.05)% and (0.97)% for the three and nine months ended September 30, 2021, respectively. |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED STOCK | REDEEMABLE PREFERRED STOCK On September 29, 2022 (“closing date”), the Company issued and sold 85,000 shares of Preferred Stock at $1,000 per share, resulting in gross proceeds of $85,000. The preferred stock was authorized by the Company's articles of incorporation by filing a certificate of designation as authorized by the Board. The proceeds were bifurcated between the Preferred Stock and Class A Common Stock warrants on a relative fair value basis. The Company incurred issuance cost of $1,560. The Company calculates the accretion of the preferred stock to its redemption using effective rate method and is reported as a deemed dividend. The effective interest rate for the three and nine months ended September 30, 2022 is 14.19%. The Preferred Stock has the following key terms: 1. A stated value of $1,000.00 per share; 2. The holder is entitled to receive a cumulative dividend at the annual rate of SOFR plus 7%. After the second anniversary of the closing date the holder is entitled to receive a cumulative dividend at the annual rate of SOFR plus 10.5%; 3. The holders have a put right to redeem the Preferred Stock for cash at the stated value plus any unpaid dividends after 5 years from the issuance date (On or after September 29, 2027); 4. The Preferred Stock is non-voting; 5. The Preferred Stock is not convertible into shares of the Company's Class A Common Stock; 6. The Preferred Stock is senior to the Company’s Class A Common Stock and any class or series of capital stock expressly designated as ranking junior to the Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Junior Stock”). The Preferred Stock is on a parity with any class or series of the Company’s capital stock expressly designated as ranking on a parity with the Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Parity Stock”). 7. The Preferred Stock issued represents redeemable shares, with a redemption period at the option of the holders beginning on or after the fifth anniversary from the closing date. The preferred shares can only be redeemed in cash based on the terms of the certificate of designation. The price per share of Preferred Stock on the date of redemption is equal to the stated value per share price plus, an amount equal to the accrued dividends plus, accrued and unpaid dividends since the most recent dividend payment date. The Company may also redeem the outstanding Preferred Stock at any time for an amount equal to the greater of the stated value price per share of Preferred Stock plus, an amount equal to the accrued dividends plus, accrued and unpaid dividends since the most recent dividend payment date with respect to such share as of the applicable redemption date or if any, to result in, prior to the second anniversary of the closing date, a multiplier to the product of 1.225 times the stated value of Preferred Stock, from and after the second anniversary of the closing date, a multiplier equal to 1.325 times the stated value of Preferred Stock. In accordance with the guidance in ASC 480 "Distinguishing Liabilities from Equity” , the Preferred Stock is to be classified as temporary equity if any event that is outside the Company’s control (regardless of probability) could trigger the security to become redeemable outside the Company’s control. The Preferred Stock met the definition of a temporary equity and is recorded in redeemable preferred stock in the accompanying Condensed Consolidated Balance Sheets. The Preferred Stock will be accreted up to its redemption using the accretion method. On July 18, 2022, the Class A Common Stock and Warrants began trading on Nasdaq Global Market under the ticker symbols “MOND” and “MONDW”, respectively. Class A Common Stock As of September 30, 2022, the Company had authorized a total of 500,000,000 shares for issuance of Class A Common Stock. As of September 30, 2022, shares of 82,266,160 Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of September 30, 2022 is approximately 331,600 related to restricted stock units that vested in 2022 but not yet been settled and issued. As of December 31, 2021, the Company has 60,800,000 shares of Class A Common Stock, par value $0.0001, issued and outstanding. Voting Rights Each holder of Class A Common Stock is entitled to one vote in respect of each share of Class A Common Stock held of record by such holder on all matters voted upon by the Company's stockholders, provided, however, that, except as otherwise required in the amended and restated certificate of incorporation, dated July 18, 2022 (as amended from time to time, the "Certificate of Incorporation") or by applicable law, the holders of the Company's Class A Common Stock will not be entitled to vote on any amendment to the Certificate of Incorporation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of the Company's Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designation relating to any series of the Company's Preferred Stock) or pursuant to the Delaware General Corporation Law. Dividend Rights Subject to the rights of the holders of the Preferred Stock and any other provisions of the Certificate of Incorporation, holders of the Company's Class A Common Stock will be entitled to receive such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board, in its discretion, from time to time out of assets or funds of the Company legally available therefor. Liquidation Rights Subject to the rights of holders of the Preferred Stock, in the event of any liquidation, dissolution or winding up of the Company's affairs, whether voluntary or involuntary, after payment or provision for payment of the Company's debts and any other payments required by law and amounts payable upon shares of the Preferred Stock ranking senior to the shares of the Class A Common Stock upon such dissolution, liquidation or winding up, if any, the Company's remaining net assets will be distributed to the holders of the Class A Common Stock and the holders of any other class or series of capital stock ranking equally with the the Class A Common Stock upon such dissolution, liquidation or winding up, equally on a per share basis. Transfer Rights Subject to applicable law and the transfer restrictions set forth in Article VII of the the bylaws of the Company adopted on July 18, 2022, shares of Class A Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee. Other Rights There are no redemption or sinking fund provisions applicable to the the Class A Common Stock. The rights, preferences and privileges of holders of the Class A Common Stock will be subject to those of the holders of any preferred stock, including the Preferred Stock, that we may issue in the future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of September 30, 2022 the Company currently has one outstanding legal claim that may have an adverse material impact. Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible amount of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. (“Ingenico”) to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit. Letters of Credit The Company had $7,661 secured letters of credit outstanding as of September 30, 2022. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits and money market funds The following table presents our material contractual obligations as of September 30, 2022. (In thousands) Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years Letters of Credit $ 7,661 $ 7,661 $ — $ — $ — Total $ 7,661 $ 7,661 $ — $ — $ — |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases various office premises and facilities under non-cancelable operating leases that expire at various dates through March 2030. Some of the Company’s leases contain one or more options to extend. The Company considers options to extend the lease in determining the lease term. Prior to the adoption of ASC 842, rent expense on operating leases was recognized on a straight-line basis over the term of the lease. In addition, certain of the Company’s operating lease agreements for office space also include rent holidays and scheduled rent escalations during the initial lease term. The Company recorded the rent holidays as a deferred rent within other liabilities on the Condensed Consolidated Balance Sheets. The Company expects to record deferred rent liability and scheduled rent increase on a straight-line basis into rent expense over the lease term commencing on the date the Company took possession of the leased space. Operating lease expense for the three and nine months ended September 30, 2022 was $434 and $1,113, respectively and $339 and $1,142 for the three and nine months ended September 30, 2021, respectively. The Company records operating lease expense in the Condensed Consolidated Statement of Operations within general and administrative expenses. On adoption of topic ASC 842 “Leases”, supplemental balance sheet information as of September 30, 2022 related to operating leases is shown below: As of September 30, 2022 Reported as: $ Assets: Operating lease right-of-use assets $ 2,519 Liabilities: Accrued expenses and other current liabilities $ 874 Operating lease liabilities, non-current 1,826 Total operating lease liabilities $ 2,700 As of September 30, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 4.68 years and 11.33% respectively. Supplemental cash flow information as of September 30, 2022 related to operating leases are as follows: Nine Months Ended Cash paid within operating cash flows $ 993 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 3,403 As of September 30, 2022, the future minimum lease payments under non-cancelable operating leases are as follows: As of September 30, 2022 (remaining three months) $ 383 2023 917 2024 693 2025 388 2026 285 Thereafter 763 Total operating lease payments 3,429 Less: Imputed interest (729) Total operating lease liabilities $ 2,700 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 30, 2022 | |
Defined Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN The Company sponsors several 401(k) defined contribution plans covering its employees in the United States of America. A management committee determines matching contributions made by the Company annually. Matching contributions are made in cash and were $0 during the three and nine months ended September 30, 2022 and $2 and $7 during the three and nine months ended September 30, 2021, respectively. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and reported as personnel expenses in the Condensed Consolidated Statement of Operations. Components of net periodic benefit costs, were as follows: Three Months Ended September 30, Nine Months Ended September 30, Particulars 2022 2021 2022 2021 Current service cost 20 30 65 65 Interest cost 8 6 23 19 Net actuarial (gain)/loss recognized in the period 33 45 (4) (26) Expenses recognized in the Condensed Consolidated Statement of Operations 61 81 84 58 The components of actuarial (gain)/loss on retirement benefits are as follows: Three Months Ended September 30, Nine Months Ended September 30, Particulars 2022 2021 2022 2021 Actuarial gain/(loss) for the period obligation 33 45 (4) (26) Actuarial (gain)/loss for the period plan assets — — — — Total actuarial gain/(loss) on obligation 33 45 (4) (26) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS A. Related Parties with whom transactions have taken place during the period: a. Mondee Holdings LLC — Parent Company b. Prasad Gundumogula — Chief Executive Officer (“CEO”) c. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity d. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity e. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity f. Mondee Group LLC — Affiliate entity g. Mike Melham — VP of Product Implementation B. Summary of balances due to and from related parties and transactions are as follows: Balances as at Period End September 30, December 31, Amount payable to related party Metaminds Technologies — 196 Metaminds Global — 317 Mondee Group LLC (a) — 203 Loan receivable from Related Party Mondee Group LLC (b) — 22,054 Note Payable to Related Party Note payable to CEO (c) 196 193 Three Months Ended September 30, Nine Months Ended September 30, Transactions with Related Parties 2022 2021 2022 2021 Offshore IT, sales support and other services from Metaminds Software (e) — 8 — 91 Metaminds Technologies (e) — 68 54 155 Metaminds Global (e) — 56 78 151 Offshore software development services from Metaminds Software (e) — 32 — 362 Metaminds Technologies (e) — 272 216 619 Metaminds Global (e) — 224 312 602 Interest income from Mondee Group Loan (b) 26 128 282 378 Service fee from Mondee Group LLC (a) 441 — 2,382 — Rent expense – from Mike Melham (d) 17 17 50 50 Rent expense – from Metaminds Software (f) 58 — 116 — Payment made on behalf of Mondee Holdings LLC 5,241 — 5,241 — _________________________ (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note was settled upon the occurrence of the Business Combination, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the Asset Acquisition discussed in Note 3. (c) The Company has a note payable to the CEO amounting to $196 and $193 as of September 30, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the Condensed Consolidated Balance Sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years. The monthly minimum base rents are immaterial. (e) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies and Metaminds Software in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three month ended September 30, 2022. (f) The Company currently rents office space from Metaminds Software Solutions Ltd. The lease commencement date for this was April 1, 2022. The lease has a term of 11 months and the monthly minimum base rent is immaterial. (g) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONWe have the following reportable segments: Travel Marketplace and SAAS Platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary operating metric is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities and expenses are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Three Months Ended September 30, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 39,047 419 39,466 Intersegment revenue — — — Revenue $ 39,047 419 39,466 Adjusted EBITDA $ 3,763 (195) 3,568 Depreciation and amortization (2,826) (137) (2,963) Restructuring expense (2,130) — (2,130) Stock-based compensation (55,236) — (55,236) Operating loss $ (56,429) (332) (56,761) Other expense, net (7,526) Loss before income taxes (64,287) Provision for income taxes (321) Net loss (64,608) Three Months Ended September 30, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 22,458 412 22,870 Intersegment revenue — — — Revenue $ 22,458 412 22,870 Adjusted EBITDA $ 218 (264) (46) Depreciation and amortization (3,113) (139) (3,252) Restructuring expense — — — Stock-based compensation (82) — (82) Operating loss $ (2,977) (403) (3,380) Other expense, net (773) Loss before income taxes (4,153) Provision for income taxes (115) Net loss (4,268) Nine Months Ended September 30, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 118,805 964 119,769 Intersegment revenue — — — Revenue $ 118,805 964 119,769 Adjusted EBITDA $ 11,500 (1,203) 10,297 Depreciation and amortization (8,138) (411) (8,549) Restructuring expense (2,130) — (2,130) Stock-based compensation (55,397) — (55,397) Operating loss $ (54,165) (1,614) (55,779) Other expense, net (17,322) Loss before income taxes (73,101) Provision for income taxes (611) Net loss (73,712) Nine Months Ended September 30, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 59,075 846 59,921 Intersegment revenue — — Revenue $ 59,075 846 59,921 Adjusted EBITDA $ (2,632) (1,287) (3,919) Depreciation and amortization (9,346) (426) (9,772) Restructuring expense — — — Stock-based compensation (3,853) — (3,853) Operating loss $ (15,831) (1,713) (17,544) Other expense, net (11,918) Loss before income taxes (29,462) Provision for income taxes (235) Net loss (29,697) Geographic information The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Three Months Ended September 30, 2022 2021 United States $ 35,957 $ 22,480 International 3,509 390 $ 39,466 $ 22,870 Nine Months Ended September 30, 2022 2022 2021 United States $ 112,121 $ 59,036 International 7,648 885 $ 119,769 $ 59,921 |
Class A Common Stock
Class A Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Class A Common Stock | REDEEMABLE PREFERRED STOCK On September 29, 2022 (“closing date”), the Company issued and sold 85,000 shares of Preferred Stock at $1,000 per share, resulting in gross proceeds of $85,000. The preferred stock was authorized by the Company's articles of incorporation by filing a certificate of designation as authorized by the Board. The proceeds were bifurcated between the Preferred Stock and Class A Common Stock warrants on a relative fair value basis. The Company incurred issuance cost of $1,560. The Company calculates the accretion of the preferred stock to its redemption using effective rate method and is reported as a deemed dividend. The effective interest rate for the three and nine months ended September 30, 2022 is 14.19%. The Preferred Stock has the following key terms: 1. A stated value of $1,000.00 per share; 2. The holder is entitled to receive a cumulative dividend at the annual rate of SOFR plus 7%. After the second anniversary of the closing date the holder is entitled to receive a cumulative dividend at the annual rate of SOFR plus 10.5%; 3. The holders have a put right to redeem the Preferred Stock for cash at the stated value plus any unpaid dividends after 5 years from the issuance date (On or after September 29, 2027); 4. The Preferred Stock is non-voting; 5. The Preferred Stock is not convertible into shares of the Company's Class A Common Stock; 6. The Preferred Stock is senior to the Company’s Class A Common Stock and any class or series of capital stock expressly designated as ranking junior to the Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Junior Stock”). The Preferred Stock is on a parity with any class or series of the Company’s capital stock expressly designated as ranking on a parity with the Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Parity Stock”). 7. The Preferred Stock issued represents redeemable shares, with a redemption period at the option of the holders beginning on or after the fifth anniversary from the closing date. The preferred shares can only be redeemed in cash based on the terms of the certificate of designation. The price per share of Preferred Stock on the date of redemption is equal to the stated value per share price plus, an amount equal to the accrued dividends plus, accrued and unpaid dividends since the most recent dividend payment date. The Company may also redeem the outstanding Preferred Stock at any time for an amount equal to the greater of the stated value price per share of Preferred Stock plus, an amount equal to the accrued dividends plus, accrued and unpaid dividends since the most recent dividend payment date with respect to such share as of the applicable redemption date or if any, to result in, prior to the second anniversary of the closing date, a multiplier to the product of 1.225 times the stated value of Preferred Stock, from and after the second anniversary of the closing date, a multiplier equal to 1.325 times the stated value of Preferred Stock. In accordance with the guidance in ASC 480 "Distinguishing Liabilities from Equity” , the Preferred Stock is to be classified as temporary equity if any event that is outside the Company’s control (regardless of probability) could trigger the security to become redeemable outside the Company’s control. The Preferred Stock met the definition of a temporary equity and is recorded in redeemable preferred stock in the accompanying Condensed Consolidated Balance Sheets. The Preferred Stock will be accreted up to its redemption using the accretion method. On July 18, 2022, the Class A Common Stock and Warrants began trading on Nasdaq Global Market under the ticker symbols “MOND” and “MONDW”, respectively. Class A Common Stock As of September 30, 2022, the Company had authorized a total of 500,000,000 shares for issuance of Class A Common Stock. As of September 30, 2022, shares of 82,266,160 Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of September 30, 2022 is approximately 331,600 related to restricted stock units that vested in 2022 but not yet been settled and issued. As of December 31, 2021, the Company has 60,800,000 shares of Class A Common Stock, par value $0.0001, issued and outstanding. Voting Rights Each holder of Class A Common Stock is entitled to one vote in respect of each share of Class A Common Stock held of record by such holder on all matters voted upon by the Company's stockholders, provided, however, that, except as otherwise required in the amended and restated certificate of incorporation, dated July 18, 2022 (as amended from time to time, the "Certificate of Incorporation") or by applicable law, the holders of the Company's Class A Common Stock will not be entitled to vote on any amendment to the Certificate of Incorporation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of the Company's Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designation relating to any series of the Company's Preferred Stock) or pursuant to the Delaware General Corporation Law. Dividend Rights Subject to the rights of the holders of the Preferred Stock and any other provisions of the Certificate of Incorporation, holders of the Company's Class A Common Stock will be entitled to receive such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board, in its discretion, from time to time out of assets or funds of the Company legally available therefor. Liquidation Rights Subject to the rights of holders of the Preferred Stock, in the event of any liquidation, dissolution or winding up of the Company's affairs, whether voluntary or involuntary, after payment or provision for payment of the Company's debts and any other payments required by law and amounts payable upon shares of the Preferred Stock ranking senior to the shares of the Class A Common Stock upon such dissolution, liquidation or winding up, if any, the Company's remaining net assets will be distributed to the holders of the Class A Common Stock and the holders of any other class or series of capital stock ranking equally with the the Class A Common Stock upon such dissolution, liquidation or winding up, equally on a per share basis. Transfer Rights Subject to applicable law and the transfer restrictions set forth in Article VII of the the bylaws of the Company adopted on July 18, 2022, shares of Class A Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee. Other Rights There are no redemption or sinking fund provisions applicable to the the Class A Common Stock. The rights, preferences and privileges of holders of the Class A Common Stock will be subject to those of the holders of any preferred stock, including the Preferred Stock, that we may issue in the future. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Units In February 2021, the Board of Managers of Mondee Holdings, LLC approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units of Mondee Holdings, LLC for issuance to the Company’s employees. As of September 30, 2022, 100% of the Management Incentive Units for Class D units were fully vested as a result of the change in control event that is the consummation of the Business Combination. There were no incentive awards granted during the nine months ended September 30, 2022 under such stock incentive plan. As of September 30, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $0. The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0 % Weighted average contractual life 0 – 2.5 The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9 % Expected volatility 26.0 % Expected dividend rate 0 % Weighted average contractual life 0 – 2.5 The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through September 30, 2022: Number of Class D Weighted Weighted Weighted average Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 Granted — — Vested (2,490,532) 0.125 Forfeited or canceled — — Unvested – June 30, 2022 7,648,595 0.128 2 0.03 Granted — — Vested (7,648,595) 0.128 Forfeited or canceled — — Unvested – September 30, 2022 — — Upon the consummation of the Business Combination on July 18, 2022 (the "Closing Date"), the Company adopted two new long-term stock-based compensation incentive plans: (1) the Mondee Holdings, Inc. 2022 Equity Incentive Plan (the "2022 Plan") and (2) the Mondee 2022 Employee Stock Purchase Plan (the "ESPP"). The following is a general description of the material features of those plans, which is qualified in its entirety by reference to the provisions of the 2022 Plan and ESPP, as applicable. 2022 Equity Incentive Plan The Board adopted, and the stockholders of the Company approved, the 2022 Plan, effective as of the Closing Date. The maximum number of shares of Class A Common Stock that may be issued pursuant to the 2022 Plan is 9,615,971. The 2022 Plan provides for the grant of stock options, restricted stock units ("RSUs), stock appreciation rights ("SARs"), dividend equivalents, substitute awards, and other stock-based awards (such as annual incentive awards and performance awards) for issuance to employees, directors, and other service providers to the Company or its affiliates Restricted Stock Units On the Closing Date, the Company granted 331,600 RSUs to three employees under the 2022 Plan. The RSUs became fully vested as of the date of grant and entitle the holders to receive shares of Class A Common Stock six months from the grant date. The issuance of the shares are not subject to continued employment through the applicable 6-month period and accordingly the total compensation cost recorded on the fully vested RSUs amount to $3,316. The RSUs granted were equity-classified and recorded in accordance with ASC 718 “Compensation - Stock Compensation." The Company valued the RSUs using the market price of the Company's Class A Common Stock at the time of the Business Combination. Upon the consummation of the Business Combination and pursuant to the 2022 Plan, the Company granted to each Board member (i) 5,000 RSUs for each year such Board member was elected to serve on the Board and (ii) 5,000 RSUs as a special one-time award (the "Special RSU Grant"). The 5,000 RSUs granted as part of the Special RSU Grant vest as follows: (1) one-third will vest if the Class A Common Stock price reaches or exceeds a volume-weighted average price ("VWAP") of $12.50 for any 20 days within any 30-day trading period; one-third will vest if the Class A Common Stock price reaches or exceeds a VWAP of $15.00 for any 20 days within any 30-day trading period; and the final one-third will vest if the Class A Common Stock price reaches or exceeds a VWAP of $18.00 for any 20 days within any 30-day trading period. For the remaining RSUs granted to each Board member, 5,000 RSUs will vest annually for each year such Board member serves on the Board. The issuance of the shares of Class A Common Stock are subject to continued service with the Company through the applicable vesting date. The holders have the right to receive the number of shares of Class A Common Stock corresponding to the number of RSUs that have vested on the 6-month anniversary of the vesting date. For the special RSU Grant, the Company will recognize share based compensation expense using the accelerated attribution model over the derived service period. With respect to the other RSUs, the Company will recognize share based compensation expense using the straight-line method over the requisite service period during which such RSUs vest. A summary of the Company’s RSU activity during the nine months ended September 30, 2022 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2021 $ — $ — Granted 436,600 9.9 Vested (331,600) 10 Forfeited or canceled — — Unvested – September 30, 2022 105,000 105000 $ 9.4 During the three and nine months ended September 30, 2022, the Company recorded equity-based compensation expense related to the RSUs of $3,525. As of September 30, 2022, the Company had 105,000 granted but unvested RSUs with unamortized stock-based compensation expense of $783 remaining to be recognized over a weighted-average period of 1.28 years. Stock Options The committee administering the 2022 Plan (the "Committee") shall have the authority to grant to any eligible employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options to eligible employees. The exercise price per share subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% of the Fair Market Value (as defined in the 2022 Plan) at the time of grant. The term of each Stock Option shall be fixed by the Committee, but shall not be greater than 10 years after the date such Stock Option is granted. As of September 30, 2022, no stock option awards have been issued under the 2022 Plan. Stock Appreciation Rights SARs may be granted alone or in conjunction with all or part of any Stock Option granted under the 2022 Plan. The exercise price per share of Class A Common Stock subject to a SAR shall be determined by the Committee at the time of grant, provided that the per share exercise price of a SAR shall not be less than 100% of the Fair Market Value (as defined in the 2022 Plan) at the time of grant. The term of each free standing SAR shall be fixed by the Committee, but shall not be greater than 10 years after the date such SAR is granted. The SARs shall be exercised at such time or times to such terms and conditions determined by the Committee at the time of the grant. As of September 30, 2022, no SAR awards had been granted under the 2022 Plan. Employee Stock Purchase Plan The Board adopted, and the stockholders of the Company approved, the ESPP effective as of the Closing Date. The initial number of shares of common stock authorized for sale under the ESPP was 1,923,194. The following is a general description of the material features of the ESPP, which is qualified in its entirety by reference to the provisions of the ESPP: • The maximum aggregate number of shares of Class A Common Stock that may be issued pursuant to the ESPP will be equal to 2% of the fully-diluted shares, subject to certain adjustments; • The ESPP will permit participants to purchase Common Stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to the lesser of 8% of their eligible compensation or $25,000 maximum per offering period, which includes a participant’s regular and recurring straight time gross earnings and other eligible compensation, as defined in the ESPP. Subject to the eligibility requirements and dollar limits discussed above, a participant may purchase a maximum of $25,000 worth of shares of Class A Common Stock during each offering period. Subject to such limits, the administrator may increase or decrease, in its absolute discretion, the maximum number of shares of Class A Common Stock that a participant may purchase during future offering periods. Amounts contributed and accumulated by the participant during any offering period will be used to purchase shares of Class A Common Stock at the end of each offering period. The purchase price of the shares of Class A Common Stock cannot be less than 85% of the lower of the fair market value of our Class A Common Stock on the first trading day of the offering period or on the last trading day of the offering period; and • A participant may withdraw from the ESPP voluntarily at any time by delivering written notice of withdrawal prior to the close of business on the date established by the administrator. A participant will be deemed to have elected to withdraw from the ESPP upon the termination of the participant’s employment for any reason or in the event the participant is no longer eligible to participate in the ESPP. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended September 30, 2022 and 2021: For the three months ended September 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (64,608) $ (4,268) Denominator: Weighted average shares outstanding, basic and diluted 72,462,512 60,800,000 Basic and diluted net loss per share $ (0.89) $ (0.07) The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2022 and 2021: For the nine months ended September 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (73,712) $ (29,697) Denominator: Weighted average shares outstanding, basic and diluted 64,730,224 60,800,000 Basic and diluted net loss per share $ (1.14) $ (0.49) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: For the nine months ended September 30, 2022 2021 Warrants (public warrants, private warrants, CS warrants) 13,568,543 — Outstanding earn-out shares 7,600,000 — Restricted Stock units* 105,000 — Potential common share excluded from diluted net loss per share 21,273,543 — *Includes 35,000 RSUs issued that vest on occurrence of market conditions and 70,000 RSUs issued that vest over service period |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING During the nine months ended September 30, 2022, the Company took actions at some of the offshore office locations to reduce the size of its workforce to optimize efficiency and reduce costs. The Company completed the vast majority of announcements that affected employees by October 2022, including office closures . During the nine months ended September 30, 2022, the Company recorded expenses of $2,130, for the restructuring actions, which are included in "Restructuring expense" in the Condensed Consolidated Statements of Operations and in the Travel Marketplace reportable segment. These expenses are one-time cash-based and of employee severance, lease rental termination related, and other termination benefits. Accordingly, the Company accounted for restructuring expenses pursuant to ASC Topic 420 " Exit or Disposal Cost Obligations" considering these expenses as a one-time benefit. During the nine months ended September 30, 2022, the Company made payments of $1,216. At September 30, 2022, restructuring liabilities of $914, are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 2022, the Company estimates that it will record the remainder of expenses by December 31, 2022. This estimate may change as the Company finalizes the execution of its cost reduction plans. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Condensed Consolidated Financial Statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements. TCW Amendment The Company did not make payment on the outstanding principal loan balance that was due on September 30, 2022. Additionally, the Company did not make an interest payment that was due on September 30, 2022 to cover the period of April 1, 2022 to June 30, 2022 (the "June Interest Payment") and for the period of July 1, 2022 to September 30, 2022 (the "September Interest Payment"). The unpaid September principal amount together with the missed June Interest Payment and September Interest Payment resulted in a payment default. The Company paid the September 30, 2022 unpaid principal balance in the subsequent period. On October 24, 2022, the Company executed an eighth amendment to the financing agreement with TCW, pursuant to which, among other things, the amendment provides consent to a portion of the payment of the June Interest Payment at a rate per annum of up to 2.5% to be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan (such amount, the “June PIK Amount” and the consent to permit the June PIK Amount the “June Interest Payment Condition”), (ii) waive the payment defaults, (iii) consent to the creation and issuance of up to an additional (x) 25,000 shares of Preferred Stock, par value $0.0001 per share, pursuant to the certificate of designation in the form attached to the Preferred Stock Consent as Annex A (the “Certificate”), and (y) 10,000 shares of the Preferred Stock, par value $0.0001 per share, with identical terms as set forth in the Certificate (collectively, the “Additional Series A Preferred Stock Issuance”), (iv) consent to the consummation of the Repurchase of Warrants and (v) amend certain terms and conditions of the Financing Agreement. The Company has accounted for the update in PIK as well as the default waiver as a recognized subsequent event and reflected the impact in the Condensed Consolidated Financial Statements in accordance with FASB ASC 855. The remaining items within the amendment will be reflected as a non recognized subsequent event. Warrant Tender Offer On October 17, 2022, the Company completed its warrant tender offer to purchase existing warrants. Pursuant to the tender offer agreement, the Company offered to purchase, at $0.65 in cash per warrant, up to 12,293,543 of its outstanding public and private warrants to purchase Class A Common Stock. The Offer is not conditioned on any minimum number of |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Condensed Consolidated Financial Statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The Condensed Consolidated Financial Statements of Mondee Holdings, Inc. as of September 30, 2022 and accompanying notes are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements of Legacy Mondee as of that date. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes of Legacy Mondee as of and for the year ended December 31, 2021 included in the registration statement Form S-1 declared effective by the SEC on October 12, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. The Condensed Consolidated Financial Statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022 and the results of operations for the three and nine months ended September 30, 2022 and 2021 and the results of cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
Consolidations | The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the Condensed Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, revenue recognition, the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts and customer chargebacks, the valuation of financial instruments, including the fair value of share-based awards, redeemable preferred stock, warrant liabilities, earn-outs issued in connection with the business combination, acquisition purchase price allocations, the valuation of intangible and other long-lived assets, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Certain risks and concentrations | Certain risks and concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant customers are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of September 30, 2022, two customers accounted for 23% of total accounts receivable and contract assets. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, minimum credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies and global distribution system companies which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to determine if any receivables will potentially be uncollectible and includes any amounts that are determined to be uncollectible in the allowance for doubtful accounts. Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, and accounting fees and printer costs relating to an anticipated public offering, were capitalized and recorded against proceeds upon the consummation of the offering. After the consummation of the Business Combination, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in capital. Costs allocated to liability-classified instruments are expensed. Stock-based compensation Stock-based compensation expense related to restricted stock units ("RSUs) and stock options ("Options") is recognized based on grant date fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur. For RSUs with market and service conditions, these vest over the derived service period and are subject to graded vesting. The market condition for these awards will be met and one-third of the RSU will vest if the Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 days trading period. The fair value on the grant date of the restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. The fair value of employee stock options is determined using the Black-Scholes model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The stock-based compensation expense for RSUs and options are recognized on a straight-line basis over the requisite service period which is generally one to three years and one to two years, respectively. Derivatives The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company accounts for warrants as equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Class A Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each reporting date while the warrants are outstanding. Redeemable preferred stock The Redeemable Preferred Stock is redeemable at the option of the holder at the fifth year of anniversary of the issuance and at any point in time by the Company. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Redeemable Preferred Stock is classified as temporary equity, as any event that is outside the Company’s control (regardless of probability) could trigger the security to become redeemable outside the Company’s control. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.Potential common shares from stock options, unvested restricted stock units, earnout awards and common stock warrants are computed using the treasury stock method. Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued. As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Mondee Holdings, Inc. financial statements; Mondee Holdings, Inc. equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, ITHAX. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this recapitalization and Note 17 for discussions of the retrospective adjustment of net loss per share |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements On January 1, 2022, the Company adopted Financial Accounting Standards Board (“FASB”) ASU No. 2016-02, Leases (Topic 842), which requires recognition of right-of-use (“ROU”) assets and lease liabilities for most leases on the Company’s Condensed Consolidated Balance Sheet. The Company adopted Topic 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative periods’ financial information for effects of the standard or make the new required lease disclosures for the periods before the date of adoption (i.e., January 1, 2022). The Company elected the package of practical expedients which allowed the Company not to reassess (1) whether existing or expired contracts, as of the adoption date, contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. The Company also elected the practical expedient to not separate lease and non-lease components for its facility leases. The Company notes that adopting the new standard resulted in recording a lease liability and right- of-use asset associated with the Company’s facility lease agreement totaling $2,282 and $2,200, respectively, as of January 1, 2022. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Condensed Consolidated Financial Statements. |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Allocation of Earn-Out Shares | In accordance with terms of the Business Combination and upon closing, the Company approved a total earn-out of 9,000,000 Class A Common Stock, which were allocated as follows as at September 30, 2022. Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Unallocated shares — 1,400,000 Total 9,000,000 |
Schedule of Fair Vale Valuation Assumptions | Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair Value of Class A Common Stock $10.13 Selected Volatility 60 % Risk-free interest rate 3.14 % Contractual terms (years) 4.0 The grant-date fair values of the earn-outs granted to employees and non-employees were estimated using the following range of weighted average assumptions: Assumptions Fair Value of Class A Common Stock 7.81-10.13 Selected Volatility 60%-61% Risk-free interest rate 3.14%-4.17% Contractual terms (years) 3.8-4.0 The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Placement Warrants as of July 18, 2022 and September 30, 2022: July 18, 2022 September 30, 2022 Stock price 10.13 7.81 Term (in years) 5.0 4.8 Expected volatility 60 % 40.0 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the nine months ended September 30, 2022: Recapitalization Cash proceeds from ITHAX, net of redemptions 8,548 Cash proceeds from PIPE Financing 70,000 Less: Cash payment of ITHAX transaction costs and underwriting fees (7,357) Less: Cash payment of Legacy Mondee transaction costs and advisory fees paid (9,000) Net cash proceeds upon the closing of the Business Combination and PIPE financing 62,191 Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination (3,696) Net cash proceeds as of September 30, 2022 58,495 Less: Non-cash net liabilities assumed from ITHAX (7,845) Less: Legacy Mondee transaction costs incurred and unpaid as of September 30, 2022 (2,310) Net contributions from the Business Combination and PIPE financing upon closing 48,340 ITHAX Class A Ordinary Shares, outstanding prior to Business Combination 24,825,000 ITHAX Class B Ordinary Shares, outstanding prior to Business Combination 5,433,750 Less: Redemption of ITHAX Class A Ordinary Shares (23,311,532) Shares issued from PIPE financing 7,000,000 Total shares from the Business Combination and PIPE Financing 13,947,218 Legacy Mondee shares 1 60,800,000 Total shares of Class A Common Stock immediately after Business Combination (Class A Common Stock)* 74,747,218 *Total shares excludes earn-out shares of 7,400,000. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common stock warrants outstanding to purchase shares of common stock | As of September 30, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Public Warrants 12,061,043 11.50 7/18/2022 7/18/2027 Private Placement Warrants 232,500 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 13,568,543 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair Value of Class A Common Stock $10.13 Selected Volatility 60 % Risk-free interest rate 3.14 % Contractual terms (years) 4.0 The grant-date fair values of the earn-outs granted to employees and non-employees were estimated using the following range of weighted average assumptions: Assumptions Fair Value of Class A Common Stock 7.81-10.13 Selected Volatility 60%-61% Risk-free interest rate 3.14%-4.17% Contractual terms (years) 3.8-4.0 The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Placement Warrants as of July 18, 2022 and September 30, 2022: July 18, 2022 September 30, 2022 Stock price 10.13 7.81 Term (in years) 5.0 4.8 Expected volatility 60 % 40.0 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % |
Assumptions used in the valuation at issuance date | Assumptions used in the valuation at the issuance date were as follows: September 29, 2022 Fair Value of Class A Common Stock 9.13 Selected Volatility 40 % Risk-free interest rate 3.98 % Contractual terms (years) 5 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measured on recurring basis | The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: September 30, 2022 Level 1 Level 2 Level 3 Total LBF earn-out consideration (1) — $ — $ 21 $ 21 Warrant liability - private warrants (2) $ — $ — $ 502 $ 502 Totally liabilities — — 523 523 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities LBF earn-out consideration (1) $ — $ — $ 597 $ 597 ______________________________ (1) The LBF earn-out consideration represents arrangements to pay the former owners of LBF Travel, Inc. (“LBF”) acquired by Mondee in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and nine months ended September 30, 2022. As of September 30, 2022, no payments were made as the LBF did not meet the EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) threshold required. Earn-out consideration is included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets. (2) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of September 30, 2022, the Company had 232,500 Private Placement Warrants outstanding. |
Schedule of changes in the fair value of warrant liabilities | The following tables summarizes the fair value adjustments for earn-out consideration and private warrant liability measured using significant unobservable inputs (level 3): Earn-out consideration Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 2 $ 526 $ 597 $ 332 Change in the estimated fair value of LBF earn-out consideration 19 (17) (576) 177 Balance, end of the period $ 21 $ 509 $ 21 $ 509 Private warrant liability Three Months Ended Nine Months Ended 2022 2021 2022 2021 Warrants recognized upon closing of reverse recapitalization 1,721 — 1,721 — Transfer of Private Warrants to Public Warrants (536) — (536) — Change in the estimated fair value of warrants (683) — (683) — Balance, end of the period $ 502 $ — $ 502 $ — |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | As described below in Note 10, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue from Travel Marketplace $ 39,047 $ 22,458 $ 118,805 $ 59,075 Revenue from SAAS Platform 419 412 964 846 $ 39,466 $ 22,870 $ 119,769 $ 59,921 |
Schedule of contract balances | The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 15,573 2,635 1,658 Ending Balance as of September 30, 2022 $ 25,751 $ 6,570 $ (19,080) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual obligations | The following table presents our material contractual obligations as of September 30, 2022. (In thousands) Total Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years Letters of Credit $ 7,661 $ 7,661 $ — $ — $ — Total $ 7,661 $ 7,661 $ — $ — $ — |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of supplemental balance sheet information related to operating leases | On adoption of topic ASC 842 “Leases”, supplemental balance sheet information as of September 30, 2022 related to operating leases is shown below: As of September 30, 2022 Reported as: $ Assets: Operating lease right-of-use assets $ 2,519 Liabilities: Accrued expenses and other current liabilities $ 874 Operating lease liabilities, non-current 1,826 Total operating lease liabilities $ 2,700 |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information as of September 30, 2022 related to operating leases are as follows: Nine Months Ended Cash paid within operating cash flows $ 993 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 3,403 |
Schedule of future minimum lease payments under non-cancelable operating leases | As of September 30, 2022, the future minimum lease payments under non-cancelable operating leases are as follows: As of September 30, 2022 (remaining three months) $ 383 2023 917 2024 693 2025 388 2026 285 Thereafter 763 Total operating lease payments 3,429 Less: Imputed interest (729) Total operating lease liabilities $ 2,700 |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Defined Benefit Plan [Abstract] | |
Schedule of components of net periodic benefit costs | Components of net periodic benefit costs, were as follows: Three Months Ended September 30, Nine Months Ended September 30, Particulars 2022 2021 2022 2021 Current service cost 20 30 65 65 Interest cost 8 6 23 19 Net actuarial (gain)/loss recognized in the period 33 45 (4) (26) Expenses recognized in the Condensed Consolidated Statement of Operations 61 81 84 58 |
Schedule of components of actuarial loss / (gain) on retirement benefits | The components of actuarial (gain)/loss on retirement benefits are as follows: Three Months Ended September 30, Nine Months Ended September 30, Particulars 2022 2021 2022 2021 Actuarial gain/(loss) for the period obligation 33 45 (4) (26) Actuarial (gain)/loss for the period plan assets — — — — Total actuarial gain/(loss) on obligation 33 45 (4) (26) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances and transactions | Summary of balances due to and from related parties and transactions are as follows: Balances as at Period End September 30, December 31, Amount payable to related party Metaminds Technologies — 196 Metaminds Global — 317 Mondee Group LLC (a) — 203 Loan receivable from Related Party Mondee Group LLC (b) — 22,054 Note Payable to Related Party Note payable to CEO (c) 196 193 Three Months Ended September 30, Nine Months Ended September 30, Transactions with Related Parties 2022 2021 2022 2021 Offshore IT, sales support and other services from Metaminds Software (e) — 8 — 91 Metaminds Technologies (e) — 68 54 155 Metaminds Global (e) — 56 78 151 Offshore software development services from Metaminds Software (e) — 32 — 362 Metaminds Technologies (e) — 272 216 619 Metaminds Global (e) — 224 312 602 Interest income from Mondee Group Loan (b) 26 128 282 378 Service fee from Mondee Group LLC (a) 441 — 2,382 — Rent expense – from Mike Melham (d) 17 17 50 50 Rent expense – from Metaminds Software (f) 58 — 116 — Payment made on behalf of Mondee Holdings LLC 5,241 — 5,241 — _________________________ (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC, in exchange for a service fee equal to 10% of the revenue derived from the sale of such airline tickets. Mondee Group, LLC, led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company has a secured promissory note receivable from Mondee Group LLC, bearing an interest rate of 2.33% compounded annually, with a 10-year term, and is secured by 14,708 Class A units in Parent. The note was settled upon the occurrence of the Business Combination, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the Asset Acquisition discussed in Note 3. (c) The Company has a note payable to the CEO amounting to $196 and $193 as of September 30, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the Condensed Consolidated Balance Sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) The Company currently rents two office spaces from Mike Melham, the Company’s VP of Product Implementation. The lease commencement date for both the leases was January 01, 2020. Each lease has a term of five years. The monthly minimum base rents are immaterial. (e) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies and Metaminds Software in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three month ended September 30, 2022. (f) The Company currently rents office space from Metaminds Software Solutions Ltd. The lease commencement date for this was April 1, 2022. The lease has a term of 11 months and the monthly minimum base rent is immaterial. (g) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of amounts detailed in segment reconciliation | Such amounts are detailed in our segment reconciliation below. Three Months Ended September 30, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 39,047 419 39,466 Intersegment revenue — — — Revenue $ 39,047 419 39,466 Adjusted EBITDA $ 3,763 (195) 3,568 Depreciation and amortization (2,826) (137) (2,963) Restructuring expense (2,130) — (2,130) Stock-based compensation (55,236) — (55,236) Operating loss $ (56,429) (332) (56,761) Other expense, net (7,526) Loss before income taxes (64,287) Provision for income taxes (321) Net loss (64,608) Three Months Ended September 30, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 22,458 412 22,870 Intersegment revenue — — — Revenue $ 22,458 412 22,870 Adjusted EBITDA $ 218 (264) (46) Depreciation and amortization (3,113) (139) (3,252) Restructuring expense — — — Stock-based compensation (82) — (82) Operating loss $ (2,977) (403) (3,380) Other expense, net (773) Loss before income taxes (4,153) Provision for income taxes (115) Net loss (4,268) Nine Months Ended September 30, 2022 Travel Marketplace SAAS Platform Total Third-party revenue $ 118,805 964 119,769 Intersegment revenue — — — Revenue $ 118,805 964 119,769 Adjusted EBITDA $ 11,500 (1,203) 10,297 Depreciation and amortization (8,138) (411) (8,549) Restructuring expense (2,130) — (2,130) Stock-based compensation (55,397) — (55,397) Operating loss $ (54,165) (1,614) (55,779) Other expense, net (17,322) Loss before income taxes (73,101) Provision for income taxes (611) Net loss (73,712) Nine Months Ended September 30, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 59,075 846 59,921 Intersegment revenue — — Revenue $ 59,075 846 59,921 Adjusted EBITDA $ (2,632) (1,287) (3,919) Depreciation and amortization (9,346) (426) (9,772) Restructuring expense — — — Stock-based compensation (3,853) — (3,853) Operating loss $ (15,831) (1,713) (17,544) Other expense, net (11,918) Loss before income taxes (29,462) Provision for income taxes (235) Net loss (29,697) |
Schedule of revenue by geographic area | The following table represents revenue by geographic area, the United States, and all other countries, based on the geographic location of the Company’s subsidiaries. Three Months Ended September 30, 2022 2021 United States $ 35,957 $ 22,480 International 3,509 390 $ 39,466 $ 22,870 Nine Months Ended September 30, 2022 2022 2021 United States $ 112,121 $ 59,036 International 7,648 885 $ 119,769 $ 59,921 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Incentive Units and RSU activity | The following table summarizes the Incentive Units activity for the periods from December 31, 2021 through September 30, 2022: Number of Class D Weighted Weighted Weighted average Unvested – December 31, 2021 10,278,486 0.13 2 0.03 Granted — — Vested (89,359) 0.002 Forfeited or canceled (50,000) — Unvested – March 31, 2022 10,139,127 0.1 1.75 0.03 Granted — — Vested (2,490,532) 0.125 Forfeited or canceled — — Unvested – June 30, 2022 7,648,595 0.128 2 0.03 Granted — — Vested (7,648,595) 0.128 Forfeited or canceled — — Unvested – September 30, 2022 — — A summary of the Company’s RSU activity during the nine months ended September 30, 2022 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2021 $ — $ — Granted 436,600 9.9 Vested (331,600) 10 Forfeited or canceled — — Unvested – September 30, 2022 105,000 105000 $ 9.4 |
2021 Grants | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of assumptions used to calculate grant date fair value | The per unit fair value of Class D incentive awards granted during the year ended December 31, 2021 ranged between $0.002 and $0.13 and was estimated as of grant date using the following assumptions: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Expected volatility 50.92% – 53.85% Expected dividend rate 0 % Weighted average contractual life 0 – 2.5 |
2018 Grants | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of assumptions used to calculate grant date fair value | The per unit fair value of the Class D incentive awards granted prior to fiscal year 2021 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9 % Expected volatility 26.0 % Expected dividend rate 0 % Weighted average contractual life 0 – 2.5 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended September 30, 2022 and 2021: For the three months ended September 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (64,608) $ (4,268) Denominator: Weighted average shares outstanding, basic and diluted 72,462,512 60,800,000 Basic and diluted net loss per share $ (0.89) $ (0.07) The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2022 and 2021: For the nine months ended September 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (73,712) $ (29,697) Denominator: Weighted average shares outstanding, basic and diluted 64,730,224 60,800,000 Basic and diluted net loss per share $ (1.14) $ (0.49) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: For the nine months ended September 30, 2022 2021 Warrants (public warrants, private warrants, CS warrants) 13,568,543 — Outstanding earn-out shares 7,600,000 — Restricted Stock units* 105,000 — Potential common share excluded from diluted net loss per share 21,273,543 — *Includes 35,000 RSUs issued that vest on occurrence of market conditions and 70,000 RSUs issued that vest over service period |
NATURE OF OPERATIONS - Addition
NATURE OF OPERATIONS - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 29, 2022 | Jul. 18, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Legacy Mondee shares (in shares) | 60,800,000 | ||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Warrants outstanding (in shares) | 13,568,543 | 13,568,543 | 13,568,543 | 13,568,543 | |||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 9,000,000 | 1,100,000 | 9,000,000 | ||||||||
Earn-out shares allocated (in shares) | 6,500,000 | ||||||||||
New shares issued (in shares) | 7,000,000 | ||||||||||
Total current liabilities | $ 78,009 | $ 78,009 | $ 78,009 | $ 78,009 | $ 48,450 | ||||||
Current assets | 151,230 | 151,230 | 151,230 | 151,230 | 40,691 | ||||||
Cash and cash equivalents | 105,228 | 105,228 | 105,228 | 105,228 | $ 15,506 | ||||||
Unused line of credit | 15,000 | $ 15,000 | $ 15,000 | 15,000 | |||||||
Net cash proceeds upon the closing of the Business Combination and PIPE financing | $ 58,495 | $ 62,191 | |||||||||
Debt prepayment | $ 41,210 | ||||||||||
Gross proceeds | $ 83,440 | ||||||||||
Public Warrants | |||||||||||
Warrants outstanding (in shares) | 12,061,043 | 12,061,043 | 12,061,043 | 12,061,043 | |||||||
Private Placement Warrants | |||||||||||
Warrants outstanding (in shares) | 232,500 | 232,500 | 232,500 | 232,500 | 675,000 | ||||||
TCW Agreement | |||||||||||
Shares required to be issued on business consummation | 3,000,000 | ||||||||||
PIPE Financing | |||||||||||
Stock price (in dollars per share) | $ 10 | ||||||||||
Consideration received | $ 70,000 | ||||||||||
Metaminds | |||||||||||
Asset acquisition purchase consideration | $ 2,000 | ||||||||||
BCA | |||||||||||
Net cash proceeds upon the closing of the Business Combination and PIPE financing | $ 62,191 | ||||||||||
ITHAX | Public Warrants | |||||||||||
Warrants outstanding (in shares) | 12,075,000 | ||||||||||
ITHAX | Private Placement Warrants | |||||||||||
Warrants outstanding (in shares) | 337,500 | ||||||||||
ITHAX | Forecast | |||||||||||
Repayments of debt | $ 9,375 | $ 7,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Jul. 18, 2022 tradingDay $ / shares | Sep. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Trading days trigger for Business Combination | tradingDay | 20 | ||
Consecutive trading days trigger for Business Combination | tradingDay | 30 | ||
Total operating lease liabilities | $ 2,700 | ||
Right-of-use asset | $ 2,519 | ||
Earn-Out Scenario One | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 12.50 | ||
Earn-Out Scenario Two | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | 15 | ||
Earn-Out Scenario Three | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 18 | ||
Customer Concentration Risk | Accounts Receivable and Contract Assets Benchmark | Cash nd Cash Equivalents and Accounts Receivable | |||
Concentration risk | 23% | ||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||
Total operating lease liabilities | $ 2,282 | ||
Right-of-use asset | $ 2,200 |
REVERSE RECAPITALIZATION - Addi
REVERSE RECAPITALIZATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 USD ($) shares | Sep. 12, 2022 shares | Sep. 07, 2022 shares | Jul. 18, 2022 USD ($) tradingDay $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Reverse Recapitalization [Line Items] | |||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 9,000,000 | 1,100,000 | 9,000,000 | ||||||||
Trading days trigger for Business Combination | tradingDay | 20 | ||||||||||
Consecutive trading days trigger for Business Combination | tradingDay | 30 | ||||||||||
Compensation expense upon completion of Business Combination | $ 59,807 | $ 5,253 | $ 71,131 | $ 17,915 | |||||||
Share based compensation expense | 55,236 | $ 82 | 55,397 | $ 3,853 | |||||||
Unrecognized earn-out compensation expense | $ 6,382 | $ 6,382 | $ 6,382 | $ 6,382 | $ 6,382 | ||||||
Unallocated Earn-out shares (in shares) | shares | 1,400,000 | 1,400,000 | 1,400,000 | 1,400,000 | 1,400,000 | ||||||
Net cash proceeds upon the closing of the Business Combination and PIPE financing | $ 58,495 | $ 62,191 | |||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | shares | 82,266,160 | 74,747,218 | 82,266,160 | 82,266,160 | 82,266,160 | 82,266,160 | 60,800,000 | ||||
Direct and incremental costs related to legal, accounting and other processional fees | $ 28,811 | ||||||||||
Transactions costs incurred by all associated parties | $ 20,053 | ||||||||||
Mondee Group LLC | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Issuance of shares of Parent stock and Put Option | 20,336 | ||||||||||
Metaminds | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Asset acquisition purchase consideration | 2,000 | ||||||||||
Private Placement Warrants | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Transaction costs attributable to issuance of private warrants | $ 326 | ||||||||||
Legacy Mondee | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Direct and incremental costs related to legal, accounting and other processional fees | 15,325 | ||||||||||
ITHAX | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Direct and incremental costs related to legal, accounting and other processional fees | $ 13,486 | ||||||||||
Non-employee | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 200,000 | ||||||||||
Share based compensation expense | $ 33 | 33 | |||||||||
Investor | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 500,000 | ||||||||||
Fair value impacts of earn-out shares | $ 4,157 | $ 4,157 | $ 4,157 | 4,157 | 4,157 | ||||||
Chief Executive Officer | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 6,000,000 | ||||||||||
Compensation expense upon completion of Business Combination | 50,060 | 50,060 | |||||||||
Chief Executive Officer | Mondee, Inc. | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Percentage of outstanding common stock owned by CEO | 83% | ||||||||||
Employee | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 900,000 | 6,000,000 | |||||||||
Compensation expense upon completion of Business Combination | $ 674 | $ 674 | |||||||||
Earn-Out Scenario One | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 12.50 | ||||||||||
Earn-Out Scenario Two | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | 15 | ||||||||||
Earn-Out Scenario Three | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 18 |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Allocation of Earn-Out Shares (Details) - shares | 2 Months Ended | ||||
Sep. 12, 2022 | Sep. 07, 2022 | Jul. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 9,000,000 | 1,100,000 | 9,000,000 | ||
Employee | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 900,000 | 6,000,000 | |||
Investor | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 500,000 | ||||
Non-employee | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 200,000 | ||||
Unallocated shares | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 1,400,000 |
REVERSE RECAPITALIZATION - Sc_2
REVERSE RECAPITALIZATION - Schedule of Fair Value Valuation Assumptions (Details) | Jul. 18, 2022 USD ($) yr $ / shares |
Fair Value of Class A Common Stock | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | $ / shares | 10.13 |
Fair Value of Class A Common Stock | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | $ | 7.81 |
Fair Value of Class A Common Stock | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | $ | 10.13 |
Expected volatility | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 0.60 |
Expected volatility | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.60 |
Expected volatility | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.61 |
Risk-free rate | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 0.0314 |
Risk-free rate | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.0314 |
Risk-free rate | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.0417 |
Contractual terms (years) | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 4 |
Contractual terms (years) | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 3.8 |
Contractual terms (years) | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 4 |
REVERSE RECAPITALIZATION - Sc_3
REVERSE RECAPITALIZATION - Schedule of Reverse Recapitalization (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 | Jul. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Reverse Recapitalization [Line Items] | ||||||||||||
Cash proceeds from ITHAX, net of redemptions | $ 8,548 | |||||||||||
Cash proceeds from PIPE Financing | 70,000 | |||||||||||
Less: Cash payment of ITHAX transaction costs and underwriting fees | (7,357) | |||||||||||
Less: Cash payment of Legacy Mondee transaction costs and advisory fees paid | (9,000) | |||||||||||
Net cash proceeds upon the closing of the Business Combination and PIPE financing | $ 58,495 | 62,191 | ||||||||||
Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination | (3,696) | |||||||||||
Less: Non-cash net liabilities assumed from ITHAX | (7,845) | |||||||||||
Less: Legacy Mondee transaction costs incurred and unpaid as of September 30, 2022 | $ (2,310) | |||||||||||
Net contributions from the Business Combination and PIPE financing upon closing | $ 48,340 | |||||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 82,266,160 | 74,747,218 | 82,266,160 | 82,266,160 | 82,266,160 | 60,800,000 | ||||||
Shares issued from PIPE financing (in shares) | 7,000,000 | |||||||||||
Total Shares from the Business Combination and PIPE Financing (in shares) | 13,947,218 | |||||||||||
Legacy Mondee shares (in shares) | 60,800,000 | |||||||||||
Merger earn-out shares (in shares) | 9,000,000 | 1,100,000 | 9,000,000 | |||||||||
Common stock and preferred stock outstanding (in shares) | 1 | |||||||||||
Class A Common Stock | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 82,266,160 | 82,266,160 | 82,266,160 | 82,266,160 | 60,800,000 | 60,800,000 | 60,800,000 | 60,800,000 | 60,800,000 | 60,800,000 | 60,800,000 | |
Merger earn-out shares (in shares) | 7,400,000 | |||||||||||
Class A Ordinary | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 82,266,160 | 82,266,160 | 82,266,160 | 82,266,160 | ||||||||
ITHAX | Class A Ordinary | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 24,825,000 | |||||||||||
Less: redemption of ITHAX Class A Ordinary Shares (in shares) | (23,311,532) | |||||||||||
ITHAX | Class B Ordinary | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 5,433,750 |
WARRANTS - Common Stock Warrant
WARRANTS - Common Stock Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 01, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 13,568,543 | 13,568,543 | ||
Proceeds from exercise of common stock warrants | $ 1,400 | $ 1,368 | $ 0 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||
Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 1,275,000 | 1,275,000 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 12,061,043 | 12,061,043 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 232,500 | 232,500 | 675,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | |||||||
Oct. 17, 2022 USD ($) $ / shares shares | Aug. 18, 2022 tradingDay d $ / shares | Jul. 18, 2022 shares | Feb. 01, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 29, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
New shares issued (in shares) | 7,000,000 | ||||||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Threshold number of business days before sending notice of redemption to warrant holders (in days) | d | 30 | ||||||||
Warrants outstanding (in shares) | 13,568,543 | 13,568,543 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Shares issued upon exercise of common stock warrants (in shares) | 118,942 | ||||||||
Proceeds from exercise of common stock warrants | $ | $ 1,400 | $ 1,368 | $ 0 | ||||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Subsequent Event | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants to purchase shares issued | 12,293,543 | ||||||||
Number of securities tendered | 10,741,390 | ||||||||
Payments for repurchase of warrants | $ | $ 7,000 | ||||||||
ITHAX | IPO | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
New shares issued (in shares) | 24,150,000 | ||||||||
Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares in a unit | 1 | ||||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 675,000 | 232,500 | 232,500 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Term (in years) | 5 years | 4 years 9 months 18 days | 4 years 9 months 18 days | ||||||
Private Placement Warrants | ITHAX | Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants to purchase shares issued | 675,000 | ||||||||
Number of warrants in a unit | 0.50 | ||||||||
Private Placement Warrants | ITHAX | Private Placement | Sponsor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants to purchase shares issued | 465,000 | ||||||||
Private Placement Warrants | ITHAX | Private Placement | Cantor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants to purchase shares issued | 210,000 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Threshold trading days | tradingDay | 20 | ||||||||
Trading period | tradingDay | 30 | ||||||||
Reference value (in dollars per share) | $ / shares | $ 18 | ||||||||
Warrants outstanding (in shares) | 12,061,043 | 12,061,043 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Public Warrants | ITHAX | IPO | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | 0.50 | ||||||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term (in years) | 5 years | ||||||||
Warrant grant date fair value (in dollars per share) | $ / shares | $ 3.07 | ||||||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 1,275,000 | 1,275,000 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Common Class A | Subsequent Event | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.65 | ||||||||
Payments for repurchase of warrants | $ | $ 7,000 |
Warrants - Fair Value Measureme
Warrants - Fair Value Measurement Inputs (Details) - Private Placement Warrants | Sep. 30, 2022 $ / shares | Jul. 18, 2022 $ / shares |
Class of Warrant or Right [Line Items] | ||
Term (in years) | 4 years 9 months 18 days | 5 years |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 7.81 | 10.13 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.400 | 0.60 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.041 | 0.031 |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | 0 |
WARRANTS - Summary of Warrant A
WARRANTS - Summary of Warrant Activity (Details) | Sep. 30, 2022 $ / shares | Sep. 29, 2022 $ / shares | Jul. 18, 2022 $ / shares |
Common Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Contractual terms (years) | 5 years | ||
Common Stock Warrants | Stock price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 9.13 | ||
Common Stock Warrants | Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.40 | ||
Common Stock Warrants | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0398 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Contractual terms (years) | 4 years 9 months 18 days | 5 years | |
Private Placement Warrants | Stock price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 7.81 | 10.13 | |
Private Placement Warrants | Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.400 | 0.60 | |
Private Placement Warrants | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.041 | 0.031 |
DEBT - TCW Credit Agreement (De
DEBT - TCW Credit Agreement (Details) - TCW Agreement - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Jul. 18, 2022 | Jul. 17, 2022 | Jul. 16, 2022 | Dec. 23, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Shares required to be issued on business consummation | 3,000,000 | |||||
Prepayment rate | 3% | |||||
Prepayment fee on debt | $ 1,200 | |||||
Effective interest rate | 21.70% | 15.48% | ||||
Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 150,000 | |||||
Amount of loan | 95,000 | |||||
Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Minimum aggregate principal amount | $ 15,000 | |||||
Commitment fee (in percent) | 1% | |||||
Class G Units | ||||||
Debt Instrument [Line Items] | ||||||
Unit price per share (in dollars per share) | $ 3.25 | |||||
On or before July 31, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Shares required to be issued on business consummation | 3,000,000 | |||||
After July 31, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Shares required to be issued on business consummation | 3,600,000 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment of term loan | $ 40,000 | $ 50,000 |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Undiscounted maximum payment under earn-out consideration represents arrangements | $ 2,700 | $ 2,700 | |
Warrants outstanding (in shares) | 13,568,543 | ||
Private Placement Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrants outstanding (in shares) | 232,500 | 675,000 | |
Fair Value, Recurring | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 597 | ||
Totally liabilities | $ 523 | ||
Fair Value, Recurring | Private Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrant Liability - Private Warrants | 502 | ||
Fair Value, Recurring | LBF Travel Inc | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 21 | ||
Fair Value, Recurring | Level 1 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 0 | ||
Totally liabilities | 0 | ||
Fair Value, Recurring | Level 1 | Private Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrant Liability - Private Warrants | 0 | ||
Fair Value, Recurring | Level 1 | LBF Travel Inc | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 0 | ||
Fair Value, Recurring | Level 2 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 0 | ||
Totally liabilities | 0 | ||
Fair Value, Recurring | Level 2 | Private Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrant Liability - Private Warrants | 0 | ||
Fair Value, Recurring | Level 2 | LBF Travel Inc | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | 0 | ||
Fair Value, Recurring | Level 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | $ 597 | ||
Totally liabilities | 523 | ||
Fair Value, Recurring | Level 3 | Private Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warrant Liability - Private Warrants | 502 | ||
Fair Value, Recurring | Level 3 | LBF Travel Inc | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Earn-out consideration | $ 21 |
FAIR VALUE MEASUREMENT - Fair v
FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Private Warrants | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Fair value as beginning | $ 1,721 | $ 0 | $ 1,721 | $ 0 |
Transfer of Private Warrants to Public Warrants | (536) | 0 | (536) | 0 |
Change in fair value | (683) | 0 | (683) | 0 |
Fair value as ending | 502 | 0 | 502 | 0 |
Earn Out Liability | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Fair value as beginning | 2 | 526 | 597 | 332 |
Change in fair value | 19 | (17) | (576) | 177 |
Fair value as ending | $ 21 | $ 509 | $ 21 | $ 509 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 39,466 | $ 22,870 | $ 119,769 | $ 59,921 |
Travel Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 39,047 | 22,458 | 118,805 | 59,075 |
SAAS Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 419 | $ 412 | $ 964 | $ 846 |
REVENUE - Contract balances (De
REVENUE - Contract balances (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | |
Accounts receivables, beginning balance | $ 10,178 |
Accounts receivables, increase/(decrease), net | 15,573 |
Accounts receivables, ending balance | 25,751 |
Contract asset, beginning balance | 3,935 |
Contract Asset, Increase/(decrease), net | 2,635 |
Contract asset, ending balance | 6,570 |
Deferred revenue, beginning balance | (20,738) |
Deferred Revenue, Increase/(decrease), net | 1,658 |
Deferred revenue, ending balance | $ (19,080) |
REVENUE - Additional informatio
REVENUE - Additional information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 19,080 | $ 20,738 |
Revenue recognition is included in contract liability | $ 2,860 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate, percent | (0.51%) | (4.05%) | (0.84%) | (0.97%) |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2024 | Sep. 29, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 29, 2024 | Sep. 28, 2024 | |
Class of Stock [Line Items] | |||||||
Redeemable preferred shares issued and sold | shares | 85,000 | 85,000 | |||||
Proceeds from issuance of preferred stock | $ 85,000,000 | $ 0 | |||||
Preferred stock issuance cost | 20,053,000 | $ 0 | |||||
Dividends accrued | $ 46,000 | 46,000 | |||||
Payments of dividends | $ 0 | ||||||
Forecast | |||||||
Class of Stock [Line Items] | |||||||
Multiplier to the product of stated value of preferred stock | 1.325 | 1.225 | |||||
Common Stock Warrants | |||||||
Class of Stock [Line Items] | |||||||
Redeemable preferred shares issued and sold | shares | 85,000 | ||||||
Stock price (in dollars per share) | $ / shares | $ 1,000 | ||||||
Proceeds from issuance of preferred stock | $ 85,000,000 | ||||||
Preferred stock issuance cost | $ 1,560,000 | ||||||
Dividend rate, percentage | 14.19% | 14.19% | |||||
Common Stock Warrants | Secured Overnight Financing Rate | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate basis spread on variable rate | 7% | ||||||
Common Stock Warrants | Forecast | Secured Overnight Financing Rate | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate basis spread on variable rate | 10.50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands | Oct. 13, 2022 USD ($) | Sep. 30, 2022 USD ($) claim |
Line of Credit Facility [Line Items] | ||
Number of outstanding claims | claim | 1 | |
Global Collect Services B.V. | Subsequent Event | ||
Line of Credit Facility [Line Items] | ||
Collection claim | $ 548 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Secured letters of credit outstanding | $ 7,661 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Contractual obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Total | $ 7,661 |
Less than 1 Year | 7,661 |
1 to 3 Years | 0 |
3 to 5 Years | 0 |
More than 5 Years | $ 0 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee Disclosure [Abstract] | ||||
Operating lease expense | $ 434 | $ 339 | $ 1,113 | $ 1,142 |
Weighted-average remaining lease term | 4 years 8 months 4 days | 4 years 8 months 4 days | ||
Weighted-average discount rate | 11.33% | 11.33% |
OPERATING LEASES - Supplemental
OPERATING LEASES - Supplemental balance sheet information (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Assets: | |
Operating lease right-of-use assets | $ 2,519 |
Liabilities: | |
Accrued expenses and other current liabilities | 874 |
Operating lease liabilities, non-current | 1,826 |
Total operating lease liabilities | $ 2,700 |
OPERATING LEASES - Supplement_2
OPERATING LEASES - Supplemental cash flow information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Cash paid within operating cash flows | $ 993 |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 3,403 |
OPERATING LEASES - Future minim
OPERATING LEASES - Future minimum lease payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2022 (remaining three months) | $ 383 |
2023 | 917 |
2024 | 693 |
2025 | 388 |
2026 | 285 |
Thereafter | 763 |
Total operating lease payments | 3,429 |
Less: Imputed interest | (729) |
Total operating lease liabilities | $ 2,700 |
EMPLOYEE BENEFIT PLAN - Additio
EMPLOYEE BENEFIT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan [Abstract] | ||||
Matching contributions made in cash | $ 0 | $ 2 | $ 0 | $ 7 |
EMPLOYEE BENEFIT PLAN - Summary
EMPLOYEE BENEFIT PLAN - Summary of Components of net periodic benefit costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan [Abstract] | ||||
Current service cost | $ 20 | $ 30 | $ 65 | $ 65 |
Interest cost | 8 | 6 | 23 | 19 |
Net actuarial (gain)/loss recognized in the period | 33 | 45 | (4) | (26) |
Expenses recognized in the Condensed Consolidated Statement of Operations | $ 61 | $ 81 | $ 84 | $ 58 |
EMPLOYEE BENEFIT PLAN - Summa_2
EMPLOYEE BENEFIT PLAN - Summary of components of actuarial gain on retirement benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan [Abstract] | ||||
Actuarial gain/(loss) for the period obligation | $ 33 | $ 45 | $ (4) | $ (26) |
Actuarial (gain)/loss for the period plan assets | 0 | 0 | 0 | 0 |
Total actuarial gain/(loss) on obligation | $ 33 | $ 45 | $ (4) | $ (26) |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related party balances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Note Payable to Related Party | $ 196 | $ 193 |
Metaminds Technologies | ||
Related Party Transaction [Line Items] | ||
Amount payable to related party | 0 | 196 |
Metaminds Global | ||
Related Party Transaction [Line Items] | ||
Amount payable to related party | 0 | 317 |
Mondee Group LLC | ||
Related Party Transaction [Line Items] | ||
Amount payable to related party | 0 | 203 |
Loan receivable from Related Party | 0 | 22,054 |
Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Note Payable to Related Party | $ 196 | $ 193 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Payment made on behalf of Mondee Holdings LLC | $ 5,241,000 | $ 0 | $ 5,241,000 | $ 0 |
Metaminds Software | ||||
Related Party Transaction [Line Items] | ||||
Rent expense - from Mike Melham and Metaminds Software | 58,000 | 0 | 116,000 | 0 |
Metaminds Software | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 8,000 | 0 | 91,000 |
Metaminds Software | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 32,000 | 0 | 362,000 |
Metaminds Technologies | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 68,000 | 54,000 | 155,000 |
Metaminds Technologies | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 272,000 | 216,000 | 619,000 |
Metaminds Global | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 56,000 | 78,000 | 151,000 |
Metaminds Global | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 224,000 | 312,000 | 602,000 |
Mondee Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Service fee from Mondee Group LLC | 441,000 | 0 | 2,382,000 | 0 |
Mondee Group Loan | ||||
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | 26,000 | 128,000 | 282,000 | 378,000 |
Mike Melham | ||||
Related Party Transaction [Line Items] | ||||
Rent expense - from Mike Melham and Metaminds Software | $ 17,000 | $ 17,000 | $ 50,000 | $ 50,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) $ in Thousands | 9 Months Ended | |||
Jul. 18, 2022 USD ($) | May 11, 2021 | Sep. 30, 2022 USD ($) officeSpace shares | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||
Note Payable to Related Party | $ 196 | $ 193 | ||
Mondee Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Percentage of service fee | 10% | |||
Interest rate | 2.33% | |||
Notes receivable, term | 10 years | |||
Number of units secured | shares | 14,708 | |||
Issuance of common stock in settlement of note | $ 20,336 | |||
Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 2% | |||
Note Payable to Related Party | $ 196 | $ 193 | ||
Mike Melham | ||||
Related Party Transaction [Line Items] | ||||
Number of office spaces | officeSpace | 2 | |||
Lease term | 5 years | |||
Metaminds Software | ||||
Related Party Transaction [Line Items] | ||||
Lease term | 11 months |
SEGMENT INFORMATION - Amounts d
SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||
Third-party revenue | $ 39,466 | $ 22,870 | $ 119,769 | $ 59,921 | ||||
Intersegment revenue | 0 | 0 | 0 | |||||
Revenue | 39,466 | 22,870 | 119,769 | 59,921 | ||||
Adjusted EBITDA | 3,568 | (46) | 10,297 | (3,919) | ||||
Depreciation and amortization | (2,963) | (3,252) | (8,549) | (9,772) | ||||
Restructuring expense | (2,130) | 0 | (2,130) | 0 | ||||
Stock-based compensation | (55,236) | (82) | (55,397) | (3,853) | ||||
Loss from operations | (56,761) | (3,380) | (55,779) | (17,544) | ||||
Other expense, net | (7,526) | (773) | (17,322) | (11,918) | ||||
Loss before income taxes | (64,287) | (4,153) | (73,101) | (29,462) | ||||
Provision for income taxes | (321) | (115) | (611) | (235) | ||||
Net loss | (64,608) | $ (2,113) | $ (6,991) | (4,268) | $ (13,078) | $ (12,351) | (73,712) | (29,697) |
Travel Marketplace | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||
Third-party revenue | 39,047 | 22,458 | 118,805 | 59,075 | ||||
SAAS Platform | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||
Third-party revenue | 419 | 412 | 964 | 846 | ||||
Operating Segments | Travel Marketplace | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||
Third-party revenue | 39,047 | 22,458 | 118,805 | 59,075 | ||||
Intersegment revenue | 0 | 0 | 0 | 0 | ||||
Revenue | 39,047 | 22,458 | 118,805 | 59,075 | ||||
Adjusted EBITDA | 3,763 | 218 | 11,500 | (2,632) | ||||
Depreciation and amortization | (2,826) | (3,113) | (8,138) | (9,346) | ||||
Restructuring expense | (2,130) | 0 | (2,130) | 0 | ||||
Stock-based compensation | (55,236) | (82) | (55,397) | (3,853) | ||||
Loss from operations | (56,429) | (2,977) | (54,165) | (15,831) | ||||
Operating Segments | SAAS Platform | ||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||
Third-party revenue | 419 | 412 | 964 | 846 | ||||
Intersegment revenue | 0 | 0 | 0 | 0 | ||||
Revenue | 419 | 412 | 964 | 846 | ||||
Adjusted EBITDA | (195) | (264) | (1,203) | (1,287) | ||||
Depreciation and amortization | (137) | (139) | (411) | (426) | ||||
Restructuring expense | 0 | 0 | 0 | 0 | ||||
Stock-based compensation | 0 | 0 | 0 | 0 | ||||
Loss from operations | $ (332) | $ (403) | $ (1,614) | $ (1,713) |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 39,466 | $ 22,870 | $ 119,769 | $ 59,921 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 35,957 | 22,480 | 112,121 | 59,036 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 3,509 | $ 390 | $ 7,648 | $ 885 |
Class A Common Stock (Details)
Class A Common Stock (Details) - shares | 9 Months Ended | ||
Sep. 30, 2022 | Jul. 18, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 500,000,000 | 60,800,000 | |
Common shares, shares issued (in shares) | 82,266,160 | 60,800,000 | |
Common shares, shares outstanding (in shares) | 82,266,160 | 74,747,218 | 60,800,000 |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Restricted stock units vested (in shares) | 331,600 | ||
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Restricted stock units vested (in shares) | 331,600 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 500,000,000 | ||
Common shares, shares issued (in shares) | 82,266,160 | ||
Common shares, shares outstanding (in shares) | 82,266,160 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jul. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Vesting percentage | 100% | |||||||||
Total unrecognized stock-based compensation expense | $ 0 | $ 0 | $ 0 | |||||||
Number of consecutive trading days | 20 days | |||||||||
Total number of trading days | 30 days | |||||||||
Allocated share based compensation | $ 55,236,000 | $ 82,000 | $ 55,397,000 | $ 3,853,000 | ||||||
Earn-Out Scenario One | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Closing share price trigger for Business Combination (in dollars per share) | $ 12.50 | |||||||||
Earn-Out Scenario Two | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Closing share price trigger for Business Combination (in dollars per share) | 15 | |||||||||
Earn-Out Scenario Three | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Closing share price trigger for Business Combination (in dollars per share) | $ 18 | |||||||||
2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares authorizes for issuance (in shares) | 9,615,971 | |||||||||
Class D Management Incentive Units | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares authorizes for issuance (in shares) | 91,177,477 | |||||||||
Granted (in shares) | 0 | 0 | 0 | 0 | ||||||
Unvested stock units (in shares) | 0 | 0 | 7,648,595 | 10,139,127 | 0 | 10,278,486 | ||||
Restricted Stock Units (RSUs) | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 436,600 | |||||||||
Total unrecognized stock-based compensation expense | $ 783,000 | $ 783,000 | $ 783,000 | |||||||
Unvested stock units (in shares) | 105,000 | 105,000 | 105,000 | 0 | ||||||
Period of recognition for unrecognized stock-based compensation expense | 1 year 3 months 10 days | |||||||||
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 331,600 | |||||||||
Period of issuance | 6 months | |||||||||
Compensation cost | $ 3,316,000 | |||||||||
Allocated share based compensation | $ 3,525,000 | $ 3,525,000 | ||||||||
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan | Director | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 5,000 | |||||||||
Employee Stock Purchase Plan (ESPP) | 2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares authorizes for issuance (in shares) | 1,923,194 | |||||||||
Exercise price of stock as a percent of fair market value | 85% | |||||||||
Number of shares issued (in shares) | 0 | |||||||||
Maximum number of shares that may be issued as a percent of fully-diluted shares | 2% | |||||||||
Maximum percent of eligible compensation | 8% | |||||||||
Maximum contribution amount | $ 25,000 | |||||||||
Stock Options | 2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Exercise price of stock as a percent of fair market value | 100% | |||||||||
Expiration period | 10 years | |||||||||
Number of shares issued (in shares) | 0 | |||||||||
Stock Appreciation Rights | 2022 Equity Incentive Plan | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Exercise price of stock as a percent of fair market value | 100% | |||||||||
Expiration period | 10 years | |||||||||
Number of shares issued (in shares) | 0 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Assumptions Used to Calculate Grant Date Fair Value (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class D Management Incentive Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Fair value per unit | $ 0 | $ 0 | $ 0 | |
Class D Management Incentive Units | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Fair value per unit | $ 0.002 | |||
Class D Management Incentive Units | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Fair value per unit | $ 0.13 | |||
2021 Grants | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate, minimum | 0.81% | |||
Risk-free interest rate, maximum | 1.26% | |||
Expected volatility, minimum | 50.92% | |||
Expected volatility, maximum | 53.85% | |||
Expected dividend rate | 0% | |||
2021 Grants | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 0 years | |||
Weighted average contractual life | 0 years | |||
2021 Grants | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 2 years 6 months | |||
Weighted average contractual life | 2 years 6 months | |||
2018 Grants | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate | 2.90% | |||
Expected volatility | 26% | |||
Expected dividend rate | 0% | |||
2018 Grants | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 0 years | |||
Weighted average contractual life | 0 years | |||
2018 Grants | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term (in years) | 2 years 6 months | |||
Weighted average contractual life | 2 years 6 months |
STOCK-BASED COMPENSATION - Ince
STOCK-BASED COMPENSATION - Incentive Units and RSU Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Weighted average grant date fair value of units | |||||
Forfeited or canceled (dollars per share) | $ 0 | $ 0 | |||
Class D Management Incentive Units | |||||
Number of Class D Incentive Units Outstanding | |||||
Unvested at the beginning of the period (in shares) | 7,648,595 | 10,139,127 | 10,278,486 | 10,278,486 | |
Granted (in shares) | 0 | 0 | 0 | 0 | |
Vested (in shares) | (7,648,595) | (2,490,532) | (89,359) | ||
Forfeited or canceled (in shares) | 0 | 0 | (50,000) | ||
Unvested at the end of the period (in shares) | 0 | 7,648,595 | 10,139,127 | 0 | 10,278,486 |
Weighted average grant date fair value of units | |||||
Unvested at the beginning of the period (dollars per share) | $ 0.128 | $ 0.1 | $ 0.13 | $ 0.13 | |
Granted (dollars per share) | 0 | 0 | 0 | ||
Vested (dollars per share) | 0.128 | 0.125 | 0.002 | ||
Forfeited or canceled (dollars per share) | 0 | ||||
Unvested at the end of the period (dollars per share) | 0 | $ 0.128 | $ 0.1 | 0 | $ 0.13 |
Weighted average remaining contractual life (Years) | |||||
Weighted average remaining contractual life (years) | 2 years | 1 year 9 months | 2 years | ||
Weighted average exercise price | |||||
Unvested at the beginning of the period (dollars per share) | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | |
Unvested at the end of the period (dollars per share) | $ 0.03 | $ 0.03 | $ 0.03 | ||
Class D Management Incentive Units | Minimum | |||||
Weighted average grant date fair value of units | |||||
Granted (dollars per share) | 0.002 | ||||
Class D Management Incentive Units | Maximum | |||||
Weighted average grant date fair value of units | |||||
Granted (dollars per share) | $ 0.13 | ||||
Restricted Stock Units (RSUs) | |||||
Number of Class D Incentive Units Outstanding | |||||
Unvested at the beginning of the period (in shares) | 0 | 0 | |||
Granted (in shares) | 436,600 | ||||
Vested (in shares) | (331,600) | ||||
Forfeited or canceled (in shares) | 0 | ||||
Unvested at the end of the period (in shares) | 105,000 | 105,000 | 0 | ||
Weighted average grant date fair value of units | |||||
Unvested at the beginning of the period (dollars per share) | $ 0 | $ 0 | |||
Granted (dollars per share) | 9.9 | ||||
Vested (dollars per share) | 10 | ||||
Forfeited or canceled (dollars per share) | 0 | ||||
Unvested at the end of the period (dollars per share) | $ 9.4 | $ 9.4 | $ 0 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (64,608) | $ (2,113) | $ (6,991) | $ (4,268) | $ (13,078) | $ (12,351) | $ (73,712) | $ (29,697) |
Denominator: | ||||||||
Weighted average shares outstanding, basic (in shares) | 72,462,512 | 60,800,000 | 64,730,224 | 60,800,000 | ||||
Weighted average shares outstanding, diluted (in shares) | 72,462,512 | 60,800,000 | 64,730,224 | 60,800,000 | ||||
Basic net loss per share (in dollars per share) | $ (0.89) | $ (0.07) | $ (1.14) | $ (0.49) | ||||
Diluted net loss per share (in dollars per share) | $ (0.89) | $ (0.07) | $ (1.14) | $ (0.49) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 21,273,543 | 0 |
Warrants (public warrants, private warrants, CS warrants) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 13,568,543 | 0 |
Outstanding earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 7,600,000 | 0 |
Restricted Stock units* | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 105,000 | 0 |
Restricted Stock units* | Occurrence of Market Conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 35,000 | |
Restricted Stock units* | Service Period | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 70,000 |
Restructuring and Related Activ
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring expense | $ 2,130 | $ 0 | $ 2,130 | $ 0 |
Payments for restructuring | 1,216 | |||
Restructuring liabilities | $ 914 | $ 914 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 17, 2022 | Oct. 24, 2022 | Sep. 30, 2022 |
Subsequent Event [Line Items] | |||
Temporary equity, par value (in dollars per share) | $ 0.0001 | ||
Exercise price of warrants (in dollars per share) | 11.50 | ||
Common Stock Warrants | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of warrants to purchase shares issued | 12,293,543 | ||
Number of securities tendered | 10,741,390 | ||
Payments for repurchase of warrants | $ 7,000 | ||
Subsequent Event | Term Loan | |||
Subsequent Event [Line Items] | |||
Fixed interest rate (in percent) | 2.50% | ||
Subsequent Event | Common Stock Warrants | Term Loan | Debt Covenant Condition One | |||
Subsequent Event [Line Items] | |||
Additional shares potentially authorized (in shares) | 25,000 | ||
Subsequent Event | Common Stock Warrants | Term Loan | Debt Covenant Condition Two | |||
Subsequent Event [Line Items] | |||
Additional shares potentially authorized (in shares) | 10,000 | ||
Subsequent Event | Common Class A | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 0.65 | ||
Payments for repurchase of warrants | $ 7,000 |