Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 242,625,600 | ||
Entity Common Stock, Shares Outstanding | 82,266,160 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. | ||
Entity Central Index Key | 0001828852 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KNAV P.A. |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 2983 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 78,841,000 | $ 15,506,000 |
Restricted short-term investments | 8,639,000 | 8,484,000 |
Accounts receivable, net of allowance of $4,861, and $5,005 as of December 31, 2022 and December 31, 2021, respectively | 21,733,000 | 10,178,000 |
Contract assets, net of allowance of $750 and $1,000 as of December 31, 2022 and December 31, 2021, respectively | 5,794,000 | 3,935,000 |
Prepaid expenses and other current assets | 4,673,000 | 2,588,000 |
Total current assets | 119,680,000 | 40,691,000 |
Property and equipment, net | 11,332,000 | 8,874,000 |
Goodwill | 66,420,000 | 66,420,000 |
Intangible assets, net | 57,370,000 | 63,708,000 |
Loan receivable from related party | 0 | 22,054,000 |
Operating lease right-of-use assets | 1,384,000 | 0 |
Deferred income taxes | 237,000 | 0 |
Other non-current assets | 1,674,000 | 1,588,000 |
TOTAL ASSETS | 258,097,000 | 203,335,000 |
Current liabilities: | ||
Accounts payable | 33,749,000 | 19,529,000 |
Deferred underwriting fee | 500,000 | 0 |
Amounts payable to related parties | 13,000 | 716,000 |
Paycheck Protection Program (PPP) and other government loans, current portion | 72,000 | 338,000 |
Accrued expenses and other current liabilities | 9,319,000 | 10,354,000 |
Deferred revenue | 5,828,000 | 6,450,000 |
Long-term debt, current portion | 7,514,000 | 11,063,000 |
Total current liabilities | 56,995,000 | 48,450,000 |
Deferred income taxes | 307,000 | 512,000 |
Note payable to related party | 197,000 | 193,000 |
PPP and other government loans excluding current portion | 159,000 | 1,915,000 |
Warrant liability | 1,293,000 | 0 |
Long-term debt excluding current portion | 126,882,000 | 162,170,000 |
Deferred revenue excluding current portion | 14,656,000 | 14,288,000 |
Operating lease liabilities excluding current portion | 1,620,000 | 0 |
Other long-term liabilities | 2,713,000 | 2,632,000 |
Total liabilities | 204,822,000 | 230,160,000 |
Commitments and contingencies (Note 13) | ||
Redeemable Preferred Stock | ||
Series A Preferred stock - 85,000 authorized, $0.0001 par value, 85,000 shares issued and outstanding as of December 31, 2022 (liquidation preference $87,323) | 82,597,000 | 0 |
Stockholders' deficit: | ||
Common stock – $0.0001 par value; 500,000,000 and 60,800,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively; 82,266,160 and 60,800,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 7,000 | 6,000 |
Shareholder receivable | (20,336,000) | 0 |
Additional paid-in capital | 271,883,000 | 163,459,000 |
Accumulated other comprehensive loss | (621,000) | (273,000) |
Accumulated deficit | (280,255,000) | (190,017,000) |
Total stockholders’ deficit | (29,322,000) | (26,825,000) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 258,097,000 | $ 203,335,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,861,000 | $ 5,005,000 |
Contract assets, allowance | $ 750,000 | $ 1,000,000 |
Temporary equity, shares authorized (in shares) | 85,000 | |
Temporary equity, shares issued (in shares) | 85,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 85,000 | 0 |
Liquidation preference | $ 87,323 | |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 159,484 | $ 93,194 |
Sales and marketing expenses, including non-employee stock-based compensation of $0 and $16 respectively | 114,111 | 65,776 |
Operating expenses: | ||
Personnel expenses, including stock-based compensation of $61,690 and $3,920 respectively | 82,057 | 23,422 |
General and administrative expenses, including non-employee stock-based compensation of $352 and $0 respectively | 9,662 | 7,455 |
Information technology expenses | 5,333 | 4,058 |
Provision for doubtful accounts receivable and contract assets | 312 | 1,874 |
Depreciation and amortization | 11,770 | 12,861 |
Restructuring and related costs | 2,542 | 0 |
Total operating expenses | 225,787 | 115,446 |
Loss from operations | (66,303) | (22,252) |
Other income (expense): | ||
Interest income | 637 | 505 |
Interest expense | (26,654) | (23,683) |
Gain on extinguishment of PPP loan | 2,009 | 5,868 |
Changes in fair value of warrant liability | (108) | 0 |
Other income, net | 308 | 980 |
Total other expense, net | (23,808) | (16,330) |
Loss before income taxes | (90,111) | (38,582) |
Provision for income taxes | (127) | (323) |
Net loss | $ (90,238) | $ (38,905) |
Net loss attributable per share to common stockholders: | ||
Net loss attributable per share to common stockholders, basic (in dollars per share) | $ (1.34) | $ (0.64) |
Net loss attributable per share to common stockholders, diluted (in dollars per share) | $ (1.34) | $ (0.64) |
Basic and diluted | ||
Basic weighted average shares outstanding (in shares) | 67,368,620 | 60,800,000 |
Diluted weighted average shares outstanding (in shares) | 67,368,620 | 60,800,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allocated share based compensation | $ 62,042 | $ 3,936 |
Sales and Other Expenses | ||
Allocated share based compensation | 352 | 0 |
Personnel expenses | ||
Allocated share based compensation | 61,690 | 3,920 |
Sales and other expenses | ||
Allocated share based compensation | $ 0 | $ 16 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (90,238) | $ (38,905) |
Other comprehensive loss, net of tax: | ||
Loss on currency translation adjustment | (348) | (311) |
Comprehensive loss | $ (90,586) | $ (39,216) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) | Total | PIPE Financing | Previously Reported | Revision of Prior Period, Adjustment | Class A Common Stock | Class A Common Stock Previously Reported | Class A Common Stock Revision of Prior Period, Adjustment | Shareholder Receivable | Shareholder Receivable Previously Reported | Additional Paid-in- Capital | 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 |
Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||
Preferred Stock, beginning balance at Dec. 31, 2020 | $ 0 | |||||||||||||||
Preferred Stock, ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||
Preferred Stock, ending balance at Dec. 31, 2021 | $ 0 | |||||||||||||||
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 | $ 0 | $ 0 | $ 159,523,000 | $ 159,529,000 | $ (6,000) | $ 38,000 | $ 38,000 | $ (151,112,000) | $ (151,112,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 3,936,000 | 3,936,000 | ||||||||||||||
Currency translation adjustments | (311,000) | (311,000) | ||||||||||||||
Net loss | $ (38,905,000) | (38,905,000) | ||||||||||||||
Balance at end (in shares) at Dec. 31, 2021 | 60,800,000 | 60,800,000 | ||||||||||||||
Balance at end at Dec. 31, 2021 | $ (26,825,000) | $ 6,000 | 163,459,000 | (273,000) | (190,017,000) | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
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 | $ 79,691,000 | |||||||||||||||
Temporary Equity, Accretion to Redemption Value | $ 2,906,000 | |||||||||||||||
Preferred Stock, ending balance (in shares) at Dec. 31, 2022 | 85,000 | |||||||||||||||
Preferred Stock, ending balance at Dec. 31, 2022 | $ 82,597,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
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 | 48,466,000 | $ 1,000 | 48,465,000 | |||||||||||||
Issuance of Mondee Holdings LLC Class G units upon prepayment of debt | $ 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 redeemable preferred stock | (2,906,000) | (2,906,000) | ||||||||||||||
Repurchase of public warrants (Refer to note 4) | (7,481,000) | (7,481,000) | ||||||||||||||
Stock-based compensation | 62,042,000 | 62,042,000 | ||||||||||||||
Currency translation adjustments | (348,000) | (348,000) | ||||||||||||||
Net loss | $ (90,238,000) | (90,238,000) | ||||||||||||||
Balance at end (in shares) at Dec. 31, 2022 | 82,266,160 | 82,266,160 | ||||||||||||||
Balance at end at Dec. 31, 2022 | $ (29,322,000) | $ 7,000 | $ (20,336,000) | $ 271,883,000 | $ (621,000) | $ (280,255,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (90,238,000) | $ (38,905,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 11,770,000 | 12,861,000 |
Deferred taxes | (437,000) | 184,000 |
Provision for doubtful accounts receivable and contract assets | 312,000 | 1,874,000 |
Stock-based compensation | 62,042,000 | 3,936,000 |
Amortization of loan origination fees | 6,563,000 | 2,361,000 |
Payment in kind interest expense | 9,036,000 | 14,582,000 |
Gain on forgiveness of PPP Loan | (2,009,000) | (5,868,000) |
Change in the estimated fair value of LBF earn-out considerations and warrant liability | (489,000) | 265,000 |
Changes in operating assets and liabilities | ||
Accounts receivable | (11,867,000) | (6,697,000) |
Contract assets | (1,859,000) | 485,000 |
Prepaid expenses and other current assets | (2,085,000) | 23,000 |
Operating lease right-of-use assets | 1,846,000 | 0 |
Other non-current assets | (373,000) | (757,000) |
Amounts payable to related parties | (689,000) | (358,000) |
Accounts payable | 10,554,000 | 2,115,000 |
Accrued expenses and other liabilities | (742,000) | 892,000 |
Deferred revenue | (254,000) | (2,666,000) |
Operating lease liabilities | (1,693,000) | 0 |
Net cash used in operating activities | (10,612,000) | (15,673,000) |
Cash flows from investing activities | ||
Capital expenditures | (7,267,000) | (4,022,000) |
Purchase of restricted short term investments | (417,000) | 0 |
Sale of restricted short term investments | 262,000 | 910,000 |
Net cash used in investing activities | (7,422,000) | (3,112,000) |
Cash flows from financing activities | ||
Repayments of long-term debt | (45,338,000) | (638,000) |
Loan Origination Fee for Long Term Debt | 0 | (75,000) |
Proceeds from PPP and other government loans | 0 | 3,790,000 |
Proceeds from issuance of redeemable preferred stock | 85,000,000 | 0 |
Issuance cost from preferred stock | (1,418,000) | 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 | (23,704,000) | 0 |
Payment made on behalf of Mondee Holdings LLC | (5,241,000) | 0 |
Repurchase of public warrants (Refer to note 4) | (7,481,000) | 0 |
Net cash provided by financing activities | 81,734,000 | 3,077,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (365,000) | (311,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 63,335,000 | (16,019,000) |
Cash, cash equivalents and restricted cash at beginning of year | 15,506,000 | 31,525,000 |
Cash, cash equivalents and restricted cash at end of year | 78,841,000 | 15,506,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 10,820,000 | 6,740,000 |
Cash paid for income taxes | 677,000 | 82,000 |
Non-cash investing and financing activities | ||
Legacy Mondee shares converted to Mondee Holdings Inc. | 6,000 | 0 |
Assumption of net liabilities from Business Combination | 15,002,000 | 0 |
Unpaid offering costs | 4,656,000 | 0 |
Redeemable Preferred stock dividend accrual | 2,906,000 | 0 |
Issuance of common stock warrants | 3,891,000 | 0 |
Conversion of warrant classification | 536,000 | 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 | 12 Months Ended |
Dec. 31, 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 the “Company,” “us,” “we” and “our” in these consolidated financial statements. The Company is a leading travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. The Company 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 solutions, combined with the Company’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, the Company 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 (“Mondee”). On the Closing Date, following the Domestication, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of the Company (the “First Merger,” and the time at which the First Merger became effective, the “First Effective Time”), and immediately following the First Merger, Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of the Company (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 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 Class A common stock, par value $0.0001 per share, of the Company (the "Company Class A Common Stock"). • 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 warrants of ITHAX representing the right to purchase one Class A ordinary share were adjusted to represent the right to purchase one share of the Company 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 shares of the Company Class A Common Stock. • All outstanding ITHAX Class A (after redemptions) and Class B ordinary shares were cancelled and converted into shares of the Company Class A Common Stock. • The unvested Incentive Stock Units of Mondee Holdings LLC (the "Mondee Stockholder") 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 the Mondee Stockholder 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 Company 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 shares of the Company Class A Common Stock are currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MOND". The 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”). The 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. Going concern The Company has prepared its Consolidated Financial Statements assuming that the Company will continue as a going concern. As of December 31, 2022, current liabilities are $56,995 and current assets are $119,680, of which $78,841 is unrestricted cash. The Company has an unused line of credit of $15,000. The Company is required to make debt repayments aggregating to $7,586 in the next twelve months from the date of issuance of the consolidated financial statements. The Company believes that it will be able to make such specified debt repayments when the balance is due. There is no substantial doubt about the Company's ability to continue as a going concern. COVID-19 The COVID-19 pandemic, and measures to contain the virus, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted, and countries around the world reopened their borders for foreign travel. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the 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 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, warrant liabilities, earn-outs issued in connection with the business combination, 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. Cash, cash equivalents and restricted short-term investments We consider all highly liquid investments with a maturity of three We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation ("ARC"). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash and cash equivalents $ 78,841 $ 15,506 $ 78,841 $ 15,506 Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid‑month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3-7 years Furniture and office equipment 5-7 years Capitalized software 3 years Leasehold improvements Shorter of the useful life and the remaining lease term Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of the reporting units’ fair values on the present value of expected future cash flows. The discounted cash flow model reduces the reporting unit’s expected future cash flows to present value using a rate of return based on the perceived uncertainty of the cash flows. Our significant estimates in the discounted cash flow models include: growth rates, profitability, capital expenditure and working capital requirements, and our weighted average cost of capital. The market approach to valuation is used to corroborate the income approach and considers the Company’s stock price, shares outstanding, and debt. Significant estimates in the market approach include: the extent to which the publicly traded stock price represents fair value, given the trading history, trading volume, and concentration of ownership at a point in time, and how closely the book value of debt reported under GAAP represents its fair value at a point in time. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite-lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief-from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5-10 years Supplier relationships 15 years Developed technology 5-10 years Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize customary valuation procedures and technique. The fair value measurement includes inputs that are Level 3 measurement (unobservable inputs in which little or no market data exists). Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the earn-out consideration obligations will increase or decrease, as applicable. Changes in the fair value of the earn-out consideration are recorded within operating expenses. Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twenty years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. Leases The Company adopted Topic ASC 842, Leases, on January 1, 2022, using a modified retrospective method applied to all contracts. As a result, consolidated statements for reporting periods after December 31, 2021 are presented in accordance with the current lease standard and those prior to January 1, 2022 are presented under ASC 840. Further information regarding the adoption impact is provided under "Recent Accounting Pronouncements Adopted." The Company elected to utilize the available practical expedients in the leasing transition guidance and did not reassess the existence of leases, classification of leases, or initial direct costs in existing or expired contracts. Additionally, the Company elected the package of practical expedients to not allocate contract consideration between lease and non-lease components. The Company identifies a contract as a lease or containing a lease upon signing, and categorizes it as an operating or finance lease. Lease assets and liabilities are recorded upon lease commencement. The Company primarily has operating leases for office space. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The incremental borrowing rate is used as the discount rate to calculate present value of lease payments and determine lease assets and liabilities, as the rate implicit in the lease is not determinable. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized loan over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease assets also include prepaid lease payments and incentives received before lease commencement. Lease expenses are recognized on a straight-line basis over the lease term. Leases with renewal options are included if deemed reasonably certain to be exercised. The exercise of renewal options for office space is at the Company's discretion. Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our technology solutions. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our technology solutions as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘TripPlanet’ is an end-to-end business travel platform for small-to-medium sized enterprises, membership organizations, associations, educational institutions, and NGOs. The platform combines the Company's global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. Sales and marketing expenses Sales expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs; (4) and customer chargeback provisions. We report advertising and affiliate marketing costs under “Sales and Marketing expenses” in the consolidated statements of operations . Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $18,622 and $16,595 during the years ended December 31, 2022, and 2021, respectively. The Company makes use of affiliate marketing to promote airline ticket sales and generate bookings through its websites and platform. The platform provides affiliates with technology and access to a wide range of products and services. The Company pays commission to third party affiliates for the bookings originated through the Company’s websites and platform based on targeted merchandising and promotional strategies implemented by the Company from time to time. Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits. Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. Debt issuance costs and debt discounts Debt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was $6,563, and $2,361 for the years ended December 31, 2022, and 2021, respectively. Stock-based compensation The Company’s employees and independent consultants participate in the Mondee Stockholder's stock-based compensation plans and the Company's 2022 Equity Incentive Plan. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in Mondee Stockholder issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718 Stock-based compensation. Stock-based compensation expense related to restricted stock units ("RSUs") and stock incentive units ("Class D Incentive Units") are recognized based on their grant date fair value on a straight-line basis over the respective requisite service periods. Forfeitures are accounted for when they occur. The requisite service period for RSUs and Class D Incentive Units are generally one RSUs with market conditions vest over the derived service period and are subject to graded vesting. Stock-based compensation for these awards are recorded over the derived service period regardless of whether the market conditions are met unless the service conditions are not met. . The market condition for these awards will be met and one-third of the RSU will vest if the Company 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. For awards with market conditions, the effect of the market condition is considered in the determination of fair value on the grant date using Monte Carlo simulations. For RSUs with no vesting conditions, stock-based compensation for these awards will be recorded upfront on grant date. The fair value for these RSUs will represent the market price of the Class A Common stock at the time they were granted. For RSUs with service conditions only, the Company will recognize stock based compensation expense over the requisite service period on a straight-line basis. The Company estimates the fair value of employee stock options using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The Company evaluates the assumptions used to value its share based awards on a quarterly basis. See Notes to Consolidated Financial Statements, Note 19—Stock-Based Compensation for further details. Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” ("GILTI") of its controlled foreign corporations ("CFCs"). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. Foreign currency translation and transaction gains and losses The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at quarterly average exchange rates applicable during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive loss and is included in consolidated statements of changes in mezzanine equity and stockholder’s deficit. Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains or losses, if any, on account of exchange difference either on settlement or translation are recognized in consolidated statements of operations. Foreign currency transaction gains and losses will be included in “Other income (expense), net” in the Company’s consolidated statements of operations. Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. The Company has two operating segments that have been identified based on service offered as well as the nature of their operation: ‘Travel Marketplace’ and ‘SAAS Platform’. The Travel Marketplace segment (transactional business serving the end travelers directly or through travel affiliates) primarily consists of selling airline tickets through our proprietary platform. The SAAS Platform segment offers corporate travel cost savings solutions through its own technology platform. Our operating segments are also our reportable segments. See Note 17 for segment information. Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: • Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 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, 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 Mondee issuing stock for the net assets of ITHAX, accompanied by a recapitalization. Mondee has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Mondee’s pre-combination stockholders have the majority of the voting power in the post- Business Combination company; • Mondee’s stockholders have the ability to appoint a majority of the the Company's board of directors; • Mondee’s management team is considered the management team of the post-Business Combination company; • Mondee’s prior operations is comprised of the ongoing operations of the post-Business Combination company; • 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 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 the Company Class A Common Stock that would vest (in part) in equal thirds if the trading price of shares of the Company 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 shares of the Company 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 terms of the earn-out shares do not give the holders a right to require the Company to redeem them, 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 of 9,000,000 earn-out shares of Company Class A Common Stock (the "earn-out shares"), which were allocated as follows at December 31, 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 earn-out shares were allocated to key investors for participation and approvals of the business combination agreement. As such these earn-out shares 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 shares were issued to the Chief Executive Officer of the Company, which were 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 the successful close of the business combination in his capacity of an executive officer responsible for oversight with no future services required. Additionally such incremental payments were offered only to specific and identified employees of 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 Consolidated Statement of Operations for the year ended December 31, 2022. Subsequent to the Closing Date of the Business Combination, the Company allocated an additional 1,100,000 earn-out 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 a 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 $6,785 of compensation expense for employee to Personnel Expenses within the Consolidated Statement of Operations for the years ended December 31, 2022. The non-employee is an advisor to the company and its share based compensation expense of $352 were recorded to General and Administrative expenses within the Consolidated Statement of Operations. During the year 2022, 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 $10.19-$12.32 Selected Volatility 61.0%-61.1% Risk-free interest rate 3.48%-3.56% Contractual terms (years) 3.8-3.9 As of December 31, 2022, unrecognized earn-out compensation expense totaled $5,007 expected to be recorded over the balance term. As of date of issuance of this report the remaining 1,400,000 earn-out shares 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 Consolidated Statements of Cash Flows and the Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the year ended December 31, 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 $ (7,347) Net cash proceeds as of December 31, 2022 $ 54,844 Less: Non-cash net liabilities assumed from ITHAX $ (3,105) Less: Legacy Mondee transaction costs incurred and unpaid as of December 31, 2022 $ (3,274) Net contributions from the Business Combination and PIPE financing as of December 31, 2022 $ 48,465 Immediately upon closing of the Business Combination, the Company had 74,747,218 shares issued and outstanding of the Company Class A Common Stock. The following table presents the number of shares of the Company 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 $28,360 related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $28,360, $14,776 was incurred by Mondee and $13,584 was incurred by ITHAX. As of December 31, 2022, the Company has made cash payments totaling $23,704 for transaction costs incurred by both Mondee and ITHAX. As of December 31, 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 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 Gundumogula 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. Gundumogula owns all of the equity interests of Mondee Group, while Gundumogula and Pasam, who are married to one another, both own Metaminds.. Metaminds derives its revenue from providing IT Solutions and Services exclusively to Mondee. Gundumogula and Madhuri collectively own all the issued and outstanding shares of the capital stock of Metaminds, while Gundumogula is the sole equity owner of Mondee Group. Gundumogula 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. In addition, the related party loan receivable with Mondee Group was settled upon the consummation of the Business Combination by a right to receive the Company Class A Common Stock totaling to $20,336 and agreed consideration for the assets of Metaminds totaling $2,000. Consistent with SAB Topic 4E, the Company recorded such right to receive the Company Class A Common Stock as a deduction from shareholders' deficit. The agreed consideration was reflected as a deemed dividend within shareholders' deficit. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS As of December 31, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private 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 1,507,500 Public and Private 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 had the right to redeem the Public Warrants when the last reported sales price of shares of the Company 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 Warrants have terms and provisions that are identical to those of the Public Warrants. However, the Private Warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private 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, 12,075,000 Public Warrants and 337,500 Private Warrants (together the "Warrants") were outstanding. The Private Warrants were designated as a liability at the time of the closing of the Business Combination on July 18, 2022, and continue to be classified as a liability as of December 31, 2022. The Private 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 Company determined that the Public Warrants met the requirements for equity classification under ASC 480 and ASC 815 and are considered indexed to the Company’s stock. As long as these warrants continue to be classified as equity, subsequent changes in fair value are not recognized. During September 2022, a holder of Private Warrants converted 105,000 Private Warrants to Public 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 Warrants. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying shares of the Company 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 underlying shares of the Company Class A Common Stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Company recognized a loss of $108 related to the change in fair value of the Private Warrants during the year ended December 31, 2022, recorded as a loss on warrant liability within the consolidated statements of operations. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Warrants as of July 18, 2022 and December 31, 2022: July 18, 2022 December 31, 2022 Stock price 10.13 10.88 Term (in years) 5.0 4.55 Expected volatility 60 % 60 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % Each whole Warrant entitles the registered holder to purchase one share of the Company 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 Company 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 December 31, 2022, 118,942 Warrants were exercised at a price of $11.50, generating proceeds of $1,368. Tender offer 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 Warrants and Private Warrants to purchase the shares of the Company Class A Common Stock. The Offer was not conditioned on any minimum number of warrants being tendered and expired on October 17, 2022 with 10,741,390 warrants being tendered. The remaining 1,319,653 public warrants were redeemed at a rate of $0.01 per warrant in cash. The gross cash paid was approximately $7,481 including incremental direct cost of $486 to acquire the warrants. The Company recorded the payment as a reduction to additional paid-in capital in the Consolidated Statement of Changes in Mezzanine Equity and Stockholders’ Deficit. As of December 31, 2022, there were no Public Warrants outstanding. Common Stock Warrants issued in connection with the Series A Preferred Stock On September 29, 2022, in connection with the sale of the shares of Series A Preferred Stock, the Company issued warrants for shares of the Company Class A Common Stock. The Company issued a five-year warrant to buy an aggregate total of 1,275,000 shares of the Company 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. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the warrants to purchase the shares of the Company Class A Common Stock as of September 29, 2022: 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 shares of the Company Class A Common Stock. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 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: December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private warrants (2) $ — $ — $ 1,293 $ 1,293 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 the Company in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. As of December 31, 2022, no payments were made as 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 Consolidated Balance Sheets. (2) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units. In connection with the closing of the Business Combination, the private placement units separated into their underlying securities: the Company Class A Common Stock and the Private Warrants. As of December 31, 2022, the Company had 232,500 private warrants outstanding. The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the 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 Consolidated Statements of Operations. For Level 3 LBF 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 Consolidated Balance Sheets. Change in the fair value of earn-out consideration is reflected in our Consolidated Statements of Operations. Changes to the unobservable inputs do not have a material impact on the Company’s Consolidated Financial Statements. The Company established the initial fair value of the Private Warrants on July 18, 2022, the date of the Business Combination, and revalued on December 31, 2022, using a Black-Scholes option pricing model. The Warrants were classified as Level 3 at the initial measurement date, and December 31, 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 measured using significant unobservable inputs (level 3): Year Ended 2022 2021 Balance, beginning of year $ 597 $ 332 Change in the estimated fair value of LBF earn-out consideration (597) 265 Balance, end of the year $ — $ 597 The following tables summarizes the fair value adjustments for Private Warrant liability measured using significant unobservable inputs (level 3): Year Ended 2022 Private warrants recognized upon closing of Business Combination 1,721 Transfer of Private Warrants to Public Warrants (536) Change in the estimated fair value of warrants 108 Balance, end of the year $ 1,293 The fair value of Company’s short term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their carrying values as of December 31, 2022 and December 31, 2021, due to their short-term nature. 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 years ended December 31, 2022 and 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 years ended December 31, 2022 and December 31, 2021 the Company has not recorded any impairment charges on non-financial assets. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: As of December 31, 2022 2021 Capitalized software $ 32,283 $ 27,606 Computer equipment 912 749 Furniture and office equipment 332 428 Leasehold improvements 14 233 Capitalized software development in process 4,107 1,218 Total property and equipment 37,648 30,234 Less: accumulated depreciation and amortization (26,316) (21,360) Total property and equipment, net $ 11,332 $ 8,874 Depreciation and amortization expense was $5,432 and $4,979 for the years ended December 31, 2022, and 2021, respectively. Capitalized software development costs during the years ended December 31, 2022, and 2021 was $7,437 and $4,600, respectively. During the year ended December 31, 2022, the Company disposed furniture, equipment, and leasehold improvements, resulting in a loss on disposal of approximately $3. The cost of the assets disposed was $177, accumulated depreciation and amortization was $174, and the net book value was $3. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill and intangible assets, net consisted of the following: As of December 31, 2022 2021 Goodwill $ 66,420 $ 66,420 Intangible assets with indefinite lives 12,028 12,028 Intangible assets with definitive lives, net 45,342 51,680 Impairment Assessments. We perform the assessment of possible impairment of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if events and circumstances indicate that an impairment may have occurred. During 2022 and 2021, there were no impairments of goodwill or intangible assets. Goodwill. The following table presents the changes in goodwill by reportable units: Travel Marketplace SAAS Platform Total Balance as of December 31, 2020 $ 58,999 $ 7,421 $ 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2021 58,999 7,421 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2022 $ 58,999 $ 7,421 $ 66,420 Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions during the years ended December 31, 2020 and December 31, 2019. Definite life Intangible assets, net consisted of the following as of December 31, 2022: Weighted-average Remaining Useful Life (in years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 6.74 $ 60,778 (29,288) 31,490 Trade name 8.95 9,580 (5,295) 4,285 Acquired technology 0.00 7,430 (7,430) — Supplier relationships 12.00 5,767 (1,153) 4,614 Developed technology 6.19 7,220 (2,267) 4,953 Covenants not to compete 0.00 332 (332) — Balances as of December 31, 2022 $ 91,107 (45,765) 45,342 Definite life Intangible assets, net consisted of the following as of December 31, 2021: Weighted-average Remaining Useful Life (in years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 7.74 $ 60,778 (24,613) 36,165 Trade name 9.95 9,580 (4,816) 4,764 Acquired technology 0.00 7,430 (7,430) — Supplier relationships 13.02 5,767 (769) 4,998 Developed technology 7.26 7,220 (1,467) 5,753 Covenants not to compete 0.00 332 (332) — Balances as of December 31, 2021 $ 91,107 (39,427) 51,680 Amortization expense for intangible assets was $6,338 and $7,882 for the years ended December 31, 2022 and 2021, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows: December 31, 2023 $ 6,338 2024 6,337 2025 6,163 2026 5,815 2027 5,815 Thereafter 14,874 $ 45,342 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of December 31, 2022 2021 Accrued expenses $ 3,314 $ 4,834 Provision for chargebacks 377 3,176 Accrued compensation and benefits 1,374 1,427 Accrued travel agent incentives 3,458 296 Earn-out consideration payable — 597 Operating lease liabilities 796 — Other current liabilities — 24 $ 9,319 $ 10,354 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Paycheck Protection Program Loan (“PPP Loan”) On April 13, 2020, the Company was granted a loan from JP Morgan Chase Bank in the aggregate amount of $4,292, pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). As the legal form of the PPP loan is debt, the Company accounted for the loan as debt under ASC 470. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight week period. If the company expects that it reasonably assured (i.e., probable) to meet the PPP’s eligibility and loan forgiveness criteria, the Company may elect to account for the proceeds expected to be forgiven as an in-substance government grant that is earned through the Company’s compliance with the loan forgiveness criteria. In June 2021, the Company applied for forgiveness prior to the 10-month period and as such no interest and principal payments were due. On August 16, 2021, the Company received full forgiveness for the $4,292 PPP loan and accounted for as gain on forgiveness of PPP Loan. On January 11, 2021, the PPP opened an additional round of funding, which allowed eligible borrowers that had previously received a PPP loan to apply for a second draw PPP loan with the same general terms as the first. Second draw PPP loans can be used to help fund payroll costs, including benefits. Funds can also be used to pay mortgage interest, rent, utilities, worker protection costs related to COVID-19, uninsured property damage costs caused by looting or vandalism during 2020, and certain supplier costs and expenses for operations. In January 2021, one of the Company’s subsidiaries was granted a Second Draw PPP Loan of $2,000 based on qualified spending, decreased quarterly revenue, and other factors. Second Draw PPP Loans are eligible for forgiveness based on qualified spending during an 8 to 24 month covered period, assuming employee and compensation levels are maintained. Loan payments are deferred for at least 10 months after the end of the covered period. If not forgiven, the Second Draw PPP Loan has a maturity of five years and a 1% interest rate. In addition, another subsidiary received a Second Draw PPP loan in the amount of $1,576 in February 2021. The loan is subject to 1% interest rate. If not forgiven, the unforgiven portion is payable in 45 consecutive payments of principal and interest, beginning on June 9, 2022 and continuing on the same day of each month thereafter. In August 2021, the Company applied for forgiveness of the $1,576 PPP loan, and received full forgiveness in November 2021, and accounted for as gain on forgiveness of PPP loan in 2021. In March 2022, the Company applied for forgiveness of the $2,009 PPP loan and received full forgiveness in May 2022, and accounted for as gain on forgiveness of PPP loan in 2022. Due to the uncertainty and evolving guidance associated with the PPP program’s eligibility and forgiveness criteria, the Company determined that it was not reasonably assured that the loan would be forgiven by the SBA and therefore was not appropriate to account for the proceeds as an in-substance government grant. The Company concluded it was appropriate to account for the PPP Loan as debt until receipt of formal approval for loan forgiveness from the SBA, at which time the Company will extinguish the PPP Loan as debt and recognize a gain on loan extinguishment on the consolidated statement of operations. Canadian Loans (“Other Government Loans”) Canada Emergency Business Account In April and June 2020, the Company was granted an interest free loan from Royal Bank of Canada in the aggregate amount of $50 CAD (equivalent $39 USD), pursuant to the Canada Emergency Business Account (“CEBA”) loan forgiveness, funded by the Government in Canada. Additionally in 2021, the Company was granted another CEBA loan with the Canadian government of $20 CAD (equivalent $16 USD). As the legal form of the CEBA loan is debt, the Company accounted for the loan as debt under ASC 470. The loan is provided to qualifying businesses to cover short term operating expenses, payroll, and non-deferrable expenses. The Company will be eligible for 25% loan forgiveness if the loan amount equal to 75% of the highest amount drawn from the CEBA until March 31, 2021 is repaid by December 31, 2023. The Company had an outstanding loan balance of $70 CAD (equivalent $52 USD) and $70 CAD (equivalent $55 USD) for the years ended December 31, 2022 and 2021, respectively. The Company concluded that it was appropriate to account for the CEBA as debt until receipt of formal approval for loan forgiveness from the government of Canada, at which time the Company will extinguish the CEBA loan as debt and recognize a gain on loan extinguishment on the consolidated statements of operations. As of December 31, 2022 and December 31, 2021, the Company had not submitted payment for any portion of the outstanding loan, and as such the loan continues to be accounted for as debt. Highly Affected Sectors Credit Availability Program On August 12, 2021, the Company was granted a Highly Affected Sectors Credit Availability Program (“HASCAP”) loan with the Canadian government of $250 CAD (equivalent to $198 USD). The proceeds should be used to exclusively fund the operational cash flow needs of the Company. Loan payments are deferred for 13 months after drawdown with a maturity date of 10 years and 4% fixed interest rate. As of December 31, 2022, the Company had an outstanding loan balance of $243 CAD (equivalent $179 USD). The following table summarizes the Company's outstanding PPP and other governmental loans arrangements: As of December 31, 2022 2021 HASCAP $ 179 $ 198 CEBA 52 55 PPP — 2,000 Total PPP and other governmental loans $ 231 $ 2,253 Less: current portion of PPP and other governmental loans (72) (338) Total PPP and other governmental loans, net of current portion $ 159 $ 1,915 Obligation to GDS Service Provider As a result of the acquisition of LBF in 2019, the Company assumed the liability of the outstanding payment obligation with a GDS service provider (‘GDS Obligation’). This GDS Obligation originally emanated from a settlement agreement with the GDS service provider amounting to $1,419. The GDS Obligation bears an interest rate of 6% per annum and is due by July 1, 2022. During the year ended December 31, 2022, the Company accrued $4 in interest expense, and submitted $298 in principal repayments and $5 in interest repayments. The outstanding balance of the GDS Obligation was $0 as of December 31, 2022. During the year ended December 31, 2021, the Company accrued $27 in interest expense, and submitted $447 in principal repayments and $21 in interest repayments. The outstanding balance of the GDS Obligation was $298 as of December 31, 2021. 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 (the "Term Loan"), 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 were guaranteed by the Mondee Stockholder and are secured by substantially all of the assets of the Company. No amounts on the revolving credit facility have been drawn down as of December 31, 2022 and 2021, respectively. On June 22, 2021, the Company entered into a fourth amendment with TCW, which specifies that if Company does not secure $25,000 in financing, or enter into a change of control agreement, by June 30, 2022 then the Mondee Stockholder must issue 3,600,000 Class G units to TCW. In connection with the fourth amendment and in consideration thereof, the Company incurred an amendment fee of $1,754, which was paid in kind and added to the outstanding principal balance. On December 31, 2021, the Company entered into a fifth amendment with TCW to increase the Applicable Margin by 1% and capitalize interest during the period of October 1, 2021 to March 31, 2022. The PIK rate was increased to 12.25% beginning October 1, 2021. Additionally, quarterly installments for loan repayment were deferred until June 30, 2022. The modification is only in effect through June 30, 2022, at which time the Applicable Margin will revert to the original percentages. 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, extended the June 30, 2022 quarterly repayment of interest and quarterly principal repayment 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 Business Combination. 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 Business Combination (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, the amendment stipulated the issuance of 3,000,000 Class G units of the Mondee Stockholder to TCW and a SPAC prepayment fee of 3% applied against the SPAC prepayment amount. The SPAC prepayment fee was 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"). 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 the Mondee Stockholder issued at a price of $3.25 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) amend certain terms and conditions of the Financing Agreement. The effective interest on the loan for the years ended December 31, 2022, and December 31, 2021 is 22.99% and 15.55%, respectively. As of December 31, 2022, and December 31, 2021, the total estimated fair value of the Company’s TCW Credit Agreement was $143,651 and $183,936, respectively. The fair value of debt was estimated based on Level 3 inputs. The TCW Agreement includes the provisions for customary events of default including non-payment of obligations, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the TCW Agreement including any cure periods specified therein, customary remedies may be exercised by the Lenders under the TCW Agreement against the Company. The Company was in compliance with all of its financial covenants under the TCW Agreement as of December 31, 2022. The following table summarizes the Company's outstanding borrowing arrangements, excluding PPP and other governmental loans As of December 31, 2022 2021 TCW Credit Agreement $ 106,250 $ 150,000 Cumulative PIK interest for TCW Credit Agreement 1 46,518 36,858 GDS Obligation — 298 Others 14 — Total outstanding principal balance $ 152,782 $ 187,156 Less: Unamortized debt issuance costs and discounts (18,386) (13,923) Total debt $ 134,396 $ 173,233 Less : Current portion of long term debt (7,514) (11,063) Long term debt, net of current portion $ 126,882 $ 162,170 The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above. Year ended December 31, 2022 2021 Cash interest expense $ 10,903 $ 6,587 Payment in kind interest, net 2 9,036 14,582 LOC commitment charges 152 153 Amortization of debt issuance costs 6,563 2,361 $ 26,654 $ 23,683 1 Includes paid in kind amendment fee of $1,754. 2 Represents Payment in Kind Interest for the Company’s outstanding TCW Loan net of the reclass of interest expense related to capitalized software development amounting to $623 and $358 in 2022 and 2021 respectively. The future maturities of the Company’s borrowing arrangements, PPP loans and other government loans are as follows: Year ending December 31, Borrowing Arrangements PPP and Other Governmental Loans 2023 $ 7,514 $ 72 2024 145,268 20 2025 — 20 2026 — 21 2027 — 21 Thereafter — 77 152,782 231 Less: Loan origination fees (18,386) — $ 134,396 $ 231 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 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 above in Note 2, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Year Ended 2022 2021 Revenue from Travel Marketplace $ 157,473 $ 92,038 Revenue from SAAS Platform 2,011 1,156 $ 159,484 $ 93,194 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 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 and in which the related performance obligation is satisfied.. Contract liabilities, discussed below, are referenced as “deferred revenue” on the 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 advances received from GDS service providers for bookings of airline tickets in future. The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2020 $ 5,355 $ 4,420 $ (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 11,555 1,859 254 Ending Balance as of December 31, 2022 $ 21,733 $ 5,794 $ (20,484) During the year ended December 31, 2022, the Company recognized revenue of $4,047 from the deferred revenue balance as of December 31, 2021. During the year ended December 31, 2021, the Company recognized revenue of $2,981 from the deferred revenue balance as of December 31, 2020. During the year 2021, the Company reclassified a liability with another GDS service provider related to the segment shortfall fee from ‘Accrued expenses’ to ‘Other long-term liabilities’, as the Company expects to fulfil the obligation subject to the amended contract terms and conditions. The balance was $1,111 as of December 31, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe components for loss before income taxes consisted of the following: Year ended December 31, 2022 2021 United States $ (90,611) $ (38,396) International 500 (186) $ (90,111) $ (38,582) The provision for (benefit from) income taxes consisted of the following: Year ended December 31, 2022 2021 Current tax expense: Federal $ — $ — State 109 18 International 455 121 564 139 Deferred Federal (11) 42 State (195) 142 International (231) — (437) 184 Total provision (benefit) for income taxes $ 127 $ 323 Components of the Company's deferred income tax assets and liabilities are as follows: Year ended December 31, 2022 2021 Net operating loss $ 29,822 $ 32,329 Interest expense limitation 19,068 12,278 Deferred revenue 4,787 5,212 Accrual and reserves 2,033 3,232 Stock based compensation 1,251 — Fixed assets 274 — Capitalized research and development costs 4,380 — Lease liability 627 — Other 194 169 62,436 53,220 Valuation allowance (47,827) (35,611) Total deferred tax assets 14,609 17,609 Intangible assets (14,314) (16,533) Fixed Assets — (1,588) Right-of-use lease asset (365) — Total deferred tax liabilities (14,679) (18,121) Total net deferred tax liability $ (70) $ (512) The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year ended December 31, 2022 2021 Federal tax at statutory rate 21.06 % 21.00 % State, net of federal benefit 5.77 9.05 Stock-based compensation (1.24) — Permanent differences 0.86 0.74 Prior year payable true ups — — Adjustment to deferred through goodwill — — Transaction costs 3.69 — PPP loan forgiveness 0.60 — Foreign rate differential (0.08) (0.23) Change in valuation allowance (13.56) (31.29) Sec. 162(m) net down (16.73) — Other (0.51) (0.11) Effective tax rate (0.14) % (0.84) % As of December 31, 2022, the Company had net operating loss carryforwards for federal and state of approximately $100,951 and $122,647 respectively. As of December 31, 2021, the Company had net operating loss carryforwards for federal and state of approximately $108,530 and $141,368, respectively. The federal net operating losses will begin to expire in 2032, and state net operating losses begin to expire in 2027, if not utilized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided in the Internal Revenue Code of 1986, as amended ("IRC"), and similar state provisions. Certain tax attributes of the Company were subject to an annual limitation as a result of the change of ownership of the Company in the year 2016 and the acquisition of a few subsidiaries, which constituted a change of ownership as defined under the Internal Revenue Code Section 382. As a result of the analysis, a net operating loss of $16,633 has been lost permanently and the related deferred tax asset has been written down. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local, jurisdictions, where applicable. Because the Company has net operating loss carryforwards, there are open statutes of limitations in which federal, state, and foreign taxing jurisdictions may examine the Company's tax returns for all tax years from 2011 through the current period. Realization of the future tax benefits of the Company's net deferred tax assets is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. The Company has concluded, based on the weight of available evidence, that its net deferred tax assets will not be fully realized in the future, on a more likely than not basis. Accordingly, a valuation allowance of $47,827 and $35,611 has been established against the deferred tax assets as of December 31, 2022 and December 31, 2021, respectively. The net valuation allowance increased by $12,216 and $11,109 during the years ended December 31, 2022 and December 31, 2021, respectively. Management reevaluates the positive and negative factors at each reporting period. The Company has recognized deferred tax liability of $951 and $1,307 as of December 31, 2022 and December 31, 2021, respectively, on account of temporary differences arising out of goodwill amortizable for tax purposes. Such deferred tax liability may be offset to a certain extent against deferred tax assets created on indefinite-lived tax attributes i.e., IRC section 163(j) interest carryforward and net operating losses generated post-tax year 2017. The Company has not set off deferred tax liability on the goodwill of $307 and $512 against deferred tax assets since such liabilities cannot be used as a future source of taxable income for the years ended December 31, 2022 and December 31, 2021, respectively. Whereas, the Company has recognized a deferred tax asset of $237 in the foreign jurisdiction, as of December 31, 2022. The Company has adopted the provisions of FASB’s Accounting Standard Codification Topic 740, Income Taxes, which provides guidance for accounting for uncertainty in tax positions and require that companies recognize a benefit from a tax position in their Consolidated financial statements only if it is more likely than not that the tax position will sustain, upon audit, based on the technical merits of the position. For tax positions that meet the recognition threshold, the Company would record the largest amount of the benefit that is greater than 50 percent likely of being realized upon effective settlement with the taxing authority. As of the years ended December 31, 2022 and December 31, 2021, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions in income tax expense, if applicable. The Company has not provided for U.S federal income and foreign withholding taxes |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED STOCK | PREFERRED STOCK On September 29, 2022 (“closing date”), the Company issued and sold 85,000 shares of its Series A Preferred Stock at $1,000 per share (the "Series A Preferred Stock"), resulting in gross proceeds of $85,000. The shares of the Series A Preferred Stock were authorized by the Company's certificate of incorporation by filing a certificate of designation as authorized by the Board. The proceeds were bifurcated between the shares of the Series of A Preferred Stock and warrants to purchase shares of the Company Class A Common Stock on a relative fair value basis. The Company incurred issuance cost of $1,418. The Company calculates the accretion of the shares of the Series A Preferred Stock to its redemption using effective rate method and is reported as a deemed dividend. The effective interest rate for the year ended December 31, 2022 is 13.99%. The shares of the Series A Preferred Stock have 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 7.00%. After the second anniversary of the closing date the holder is entitled to receive a cumulative dividend at the annual rate of SOFR plus 10.50%; 3. The holders have a put right to redeem the shares of the Series A 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 shares of the Series A Preferred Stock are non-voting; 5. The shares of the Series A Preferred Stock are not convertible into shares of the Company's Class A Common Stock; 6. The shares of the Series A Preferred Stock are senior to the shares of the Company Class A Common Stock and any class or series of capital stock expressly designated as ranking junior to the shares of the Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Junior Stock”). The shares of the Series A Preferred Stock are on a parity with any class or series of the Company’s capital stock expressly designated as ranking on a parity with the shares of the Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Parity Stock”). 7. The shares of the Series A 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 Series A 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 shares of the Series A Preferred Stock at any time for an amount equal to the greater of the stated value price per share of the Series A 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 the shares of the Series A Preferred Stock, from and after the second anniversary of the closing date, a multiplier equal to 1.325 times the stated value of the shares of the Series A Preferred Stock. In accordance with the guidance in ASC 480 "Distinguishing Liabilities from Equity” , the shares of the Series A Preferred Stock are 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 shares of the Series A Preferred Stock met the definition of a temporary equity and is recorded in redeemable preferred stock in the accompanying Consolidated Balance Sheets. The shares of the Series A Preferred Stock will be accreted up to their redemption using the accretion method. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 December 31, 2022 the Company currently has two outstanding legal claims that may have an adverse material impact. Litigation Relating to LBF Acquisition. In the federal court action, Thomas DeRosa, an alleged 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 it will be successful defending DeRosa’s claims, it is nevertheless reasonably possible that the Company could be required to pay a judgment in favor of DeRosa, but an estimate of a reasonably possible amount of any such payment cannot be made. On October 13, 2021, Mondee, Inc. 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, but an estimate of a reasonably possible amount of any such payment cannot be made. Letters of Credit The Company had $7,432 and $7,258 secured letters of credit outstanding as of December 31, 2022 and December 31, 2021, respectively. 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, for which the contractual obligation is less than a year. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 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 January 2031. Some of the Company’s leases contain one or more options to extend or terminate. The Company considers options to extend or terminate 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 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 years ended December 31, 2022 and 2021 was $1,268 and $1,485, respectively. The Company records operating lease expense in the Consolidated Statement of Operations within general and administrative expenses. The Company had no finance leases as of December 31, 2022. On adoption of topic ASC 842 “Leases”, supplemental balance sheet information as of December 31, 2022 related to operating leases is shown below: As of December 31, 2022 Reported as: Assets: Operating lease right-of-use assets $ 1,384 Liabilities: Accrued expenses and other current liabilities $ 796 Operating lease liabilities, non-current 1,620 Total operating lease liabilities $ 2,416 As of December 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 4.56 years and 12.86% respectively. Supplemental cash flow information as of December 31, 2022 related to operating leases are as follows: Year Ended Cash paid within operating cash flows $ 1,178 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 3,313 As of December 31, 2022, the future minimum lease payments under non-cancelable operating leases are as follows: As of December 31, 2023 1,026 2024 689 2025 384 2026 281 2027 210 Thereafter 540 Total operating lease payments 3,130 Less: Imputed interest (714) Total operating lease liabilities $ 2,416 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [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 years ended December 31, 2022 and $17 during the years ended December 31, 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 Consolidated Statement of Operations. The benefit obligation has been measured as of December 31, 2022, and December 31, 2021. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods. Particulars Year Ended December 31, 2022 2021 Present value of obligation as at the beginning of the year $ 444 $ 383 Interest cost 30 25 Acquisitions — — Current service cost 169 90 Benefits paid (142) — Net actuarial (gain)/loss recognized in the year 113 (46) Effect of exchange rate changes (52) (8) Present value of obligation as at the end of the year $ 562 $ 444 The amounts to be recognized on consolidated balance sheets Particulars Year Ended December 31, 2022 2021 Present value of obligation as at the end of the year 562 444 Fair value of plan assets as at the end of the year — — Funded status / (unfunded status) (562) (444) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet (562) (444) Current portion 10 12 Non-current portion 552 432 Accumulated benefit obligation in excess of plan assets: Year Ended December 31, 2022 2021 Accumulated benefit obligation 146 168 Components of net periodic benefit costs, were as follows: Year Ended December 31, Particulars 2022 2021 Current service cost 169 90 Interest cost 30 25 Net actuarial gain recognized in the period 113 (46) Expenses recognized in the consolidated statement of operations 312 69 The components of actuarial (gain)/loss on retirement benefits are as follows: Year Ended December 31, Particulars 2022 2021 Actuarial (gain) / loss on arising from change in financial assumption 162 (34) Actuarial gain on arising from experience adjustment (49) (12) Total actuarial gain/(loss) on obligation 113 (46) The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: Year Ended December 31, Particulars 2022 2021 Discount rate 7.45 % 7.06 % Rate of compensation increase 10.00 % 7.00 % The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: December 31: 2023 $ 10 2024 21 2025 18 2026 33 2027 46 2028 - 2032 463 $ 591 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 1. Related Parties with whom transactions have taken place during the period: 1. Mondee Holdings LLC — Affiliate entity 2. Prasad Gundumogula — Chief Executive Officer (“CEO”) 3. Metaminds Software Solutions Ltd (“Metaminds Software”) — Affiliate entity 4. Metaminds Technologies Pvt Ltd (“Metaminds Technologies”) — Affiliate entity 5. Metaminds Global Solutions Inc. (“Metaminds Global”) — Affiliate entity 6. Mondee Group LLC — Affiliate entity 2. Summary of balances due to and from related parties and transactions are as follows: Balances as at Period End December 31, December 31, Amount payable to related party Metaminds Technologies — 196 Metaminds Global — 317 Mondee Group LLC (a) — 203 Metaminds Software (g) 13 — Amount receivable from related party Mondee Group LLC (a) 38 — Loan receivable from Related Party Mondee Group LLC (b) — 22,054 Note Payable to Related Party Note payable to CEO (c) 197 193 Transactions with Related Parties December 31, December 31, Offshore IT, sales support and other services from Metaminds Software (d) — 90 Metaminds Technologies (d) 54 230 Metaminds Global (d) 78 208 Offshore software development services from Metaminds Software (d) — 362 Metaminds Technologies (d) 216 919 Metaminds Global (d) 312 831 Interest income from Mondee Group Loan (b) 282 505 Service fee from Mondee Group LLC (a) 2,379 1,223 Rent expense – from Metaminds Software (e) 169 — Payment made on behalf of Mondee Holdings LLC (f) 5,241 — _________________________ (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, Mondee 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) Mondee 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 the Mondee Stockholder. The note was settled upon the occurrence of the Business Combination, partly by a right to receive shares of the Company 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 $197 and $193 as of December 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the Consolidated Balance Sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies 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 period subsequent to the hiring of all employees up to December 31, 2022. (e) 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, has been renewed, and the monthly minimum base rent is immaterial. (f) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC (g) Mondee Tech Pvt Ltd has a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 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. Corporate includes unallocated functions and expenses. In addition, we record restructuring expense, legal expense, warrant transaction expense, and sale of export incentives excluded from segment operating performance in Corporate. 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. Year Ended December 31, 2022 Travel Marketplace SAAS Platform Corporate Total Third-party revenue $ 157,473 2,011 — 159,484 Intersegment revenue — — — — Revenue $ 157,473 2,011 — 159,484 Adjusted EBITDA $ 12,451 (570) — 11,881 Depreciation and amortization (11,223) (547) — (11,770) Stock-based compensation (62,042) — — (62,042) Restructuring and related costs (2,542) — — (2,542) Sale of export incentives (760) — — (760) Legal expense (744) (744) Warrant transaction expense (326) (326) Operating loss (66,303) Other expense, net (23,808) Loss before income taxes (90,111) Provision for income taxes (127) Net loss (90,238) Year Ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 1,156 93,194 Intersegment revenue — — — Revenue $ 92,038 1,156 93,194 Adjusted EBITDA $ (3,745) (1,710) (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss (38,905) 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. Year Ended December 31, 2022 2021 United States $ 149,781 $ 91,432 International 9,703 1,762 $ 159,484 $ 93,194 The following table represents information on the Company's long-lived assets (excluding capitalized software) and operating lease assets by geographic area, the United States, and all other countries, based on the geographic location of the Company's Subsidiaries. As of December 31, 2021, long-lived assets located outside of the United States were not material. Year Ended December 31, 2022 United States $ 1,016 International $ 642 $ 1,658 |
COMPANY CLASS A COMMON STOCK
COMPANY CLASS A COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
COMPANY CLASS A COMMON STOCK | COMPANY CLASS A COMMON STOCK 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. As described above in Note 4, the public warrants were delisted as all public warrants were tendered or redeemed. Class A Common Stock As of December 31, 2022, the Company had authorized a total of 500,000,000 shares for issuance of Company Class A Common Stock. As of December 31, 2022, 82,266,160 shares of the Company Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of December 31, 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 the Company Class A Common Stock issued and outstanding. Voting Rights Each holder of the Company Class A Common Stock is entitled to one vote in respect of each share of the Company 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 September 29, 2022 (as amended from time to time, the "Certificate of Incorporation") or by applicable law, the holders of the shares of the Company 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 Company's preferred stock and any other provisions of the Certificate of Incorporation, holders of the shares of the Company 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 Company 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 shares of the Company Class A Common Stock and the holders of any other class or series of capital stock ranking equally with the the shares of the Company 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 the Company Class A Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee. Other Rights |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Class D Incentive Units In February 2021, the Board of Managers of the Mondee Stockholder approved the amended and restated 2013 Class D Incentive Unit Plan. The plan authorizes 91,177,477 Class D Incentive Units of the Mondee Stockholder for issuance to the Company’s employees. During 2021, 42,288,769 units were granted to certain employees, consultants of Metaminds Software Solutions Ltd, consultants of Metaminds Technologies Pvt Ltd, and other external consultants. During the years ended December 31, 2021 and December 31, 2022, the Company recognized stock-based compensation from Class D Incentive Units granted in 2018 and 2021. Class D incentive units are estimated using the “Black-Scholes” option pricing model. The “Black-Scholes” model requires the use of assumptions, including expected volatility and expected term, which greatly affect the calculated values and require significant analysis and judgment to develop. The expected term of Class D incentive units was calculated as the weighted average of the time to vesting. The risk-free rate is based on the rates in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each award's expected term. The expected volatility is based on the volatility of publicly traded industry peer companies. A dividend yield of zero is applied since Mondee Stockholder has not historically paid dividends and has no intention to pay dividends in the near future. The per unit fair value of the Class D incentive units granted during and prior to fiscal year 2018 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018, 2017, and 2016 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 per unit fair value of Class D incentive units 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 There were no Class D incentive units granted during the Year Ended December 31, 2022 under the Class D Incentive Unit Plan. As of December 31, 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. As of December 31, 2022, the total unrecognized stock-based compensation expense related to the incentive units outstanding was $0. The following table summarizes the Class D Incentive Units activity for the years ended December 31, 2022 and 2021: Number of Class D Weighted Weighted Weighted average Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.130 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 0.13 2.00 0.03 Granted — — — — Vested (10,228,486) 0.127 2.40 0.03 Forfeited or canceled (50,000) 0.004 — 0.01 Unvested – December 31, 2022 — — 0 — The Incentive Units granted during fiscal year 2021 have service-based vesting requirements with an accelerated vesting clause in which all unvested incentive units shall become vested upon the sale of the Company. The stock-based compensation expense related to such incentive units is recognized ratably over the service period. The service-based vesting period for these awards is four years, with the exception of the units granted to the Company’s Chief Executive Officer, which vests 100% on the grant date. These Class D Incentive Units have a participation threshold ranging from $0.01 to $0.71. The company recognized stock-based compensation related to the Class D incentive units for $1,106 and $3,936 for the year ended December 31, 2022 and 2021, respectively. 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 Holdings, Inc. 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 Company 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 Company 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 shares of the Company 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 Company 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 Company 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 Company 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 Company 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 Company 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 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 year ended December 31, 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) 10.0 Forfeited or canceled — — Unvested – December 31, 2022 105,000 $ 9.4 During the year ended December 31, 2022, the Company recorded stock-based compensation expense related to the RSUs of $3,730. As of December 31, 2022, the Company had 105,000 granted but unvested RSUs with unamortized stock-based compensation expense of $578 remaining to be recognized over a weighted-average period of 1.18 years. The Company did not recognize any tax benefits related to stock-based compensation expense during the year ended December 31, 2022 or December 31, 2021. 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 December 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021: For the year ended December 31,, 2022 2021 Numerator: Net loss attributable to common stockholders $ (90,238) $ (38,905) Denominator: Weighted average shares outstanding, basic and diluted 67,368,620 60,800,000 Basic and diluted net loss per share $ (1.34) $ (0.64) The basic and diluted net loss per share for the twelve months ended December 31, 2022 and 2021 has been computed to give effect to the conversion of the Mondee shares outstanding into shares of the Company Class A Common Stock as though the conversion had occurred as of the beginning of the earliest period presented. Basic and diluted net loss per share attributable to common stockholders are the same for the twelve months ended December 31, 2022 and 2021, as the inclusion of potential shares of the Company Class A Common Stock would have been anti-dilutive for the periods presented. 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 year ended December 31, 2022 2021 Warrants (Private Warrants and Preferred Financing Warrants) 1,507,500 — Outstanding earn-out shares 7,600,000 — Restricted stock units* 105,000 — Potential common share excluded from diluted net loss per share 9,212,500 — *Includes 35,000 RSUs issued that vest on occurrence of market conditions and 70,000 RSUs issued that vest over service period |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING AND RELATED COSTS During the year ended December 31, 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 year ended December 31, 2022, the Company recorded expenses of $2,542, for the restructuring actions, included within "Restructuring and related costs" in the Consolidated Statements of Operations . These expenses are one-time and are related to employee severance and other termination benefits, and accelerated amortization of right of use asset leases. Accordingly, the Company accounted for restructuring and related costs pursuant to ASC Topic 420 " Exit or Disposal Cost Obligations" considering these expenses as a one-time benefit. During the year ended December 31, 2022, the Company made employee severance and other termination benefits payments of $1,689 and accelerated amortization of right of use assets of $853 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 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 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 Consolidated Financial Statements. TCW Amendment On January 11, 2023, the Company executed a ninth amendment to the financing agreement with TCW, wherein Wingspire Capital LLC ("Wingspire") became a party to the TCW Agreement. Wingspire funded an additional $15,000 of term loan commitment on top of the already outstanding Term Loan. Additionally, the Amendment split the Term Loan into two loans. Term Loan A will be represented by Wingspire with an outstanding principal balance of $30,000 and Term Loan B will be represented by TCW with an outstanding principle balance of $137,800. Additionally, Wingspire consents to take over the TCW LOC for a principal amount not to exceed $15,000. Until January 11, 2024, the Company has the option to increase Term Loan A by $20,000 under two conditions: (i) the Company must have a trailing 12-month EBITDA of at least $25,000; and (ii) the Company must draw in increments of at least $5,000. On January 31, 2023, we executed a tenth amendment to the TCW Agreement (the “ Tenth Amendment ”). The Tenth Amendment (1) set forth the terms on which we could acquire Orinter, pursuant to that certain Share Purchase and Sale Agreement, dated as of January 31, 2023, among us, Mondee Brazil, LLC, a Delaware limited liability company (“ Mondee Brazil ”), OTT Holdings Ltda. (“ OTT Holdings ”), Orinter, and the other parties named therein (the “ Orinter Purchase Agreement ”); (2) set forth the terms on which we could pay the earn-out payment contemplated to be paid to OTT Holdings and certain key executives of OTT Holdings pursuant to the Orinter Purchase Agreement; (3) required that Mondee Brazil join as a party to the TCW Agreement and the Security Agreement (as defined in the TCW Agreement); (4) required that Mondee, Inc. pledge 100% of the equity interests of Mondee Brazil; and (5) required that Mondee Brazil and Mondee Inc. pledge 100% of the equity interests of Orinter. Orinter Acquisition On January 31, 2023 (the "acquisition date"), the Company executed the Share Purchase and Sale Agreement to acquire all of the outstanding equity interests in Orinter Tour & Travel, S.A. ("Orinter") from OTT Holding Ltd (the "Sellers"). Orinter is a high-growth and leading travel provider with a strong presence in Brazil and Latin America. Orinter currently serves 4,800 travel companies. Through this acquisition, the Company has expanded its geographic footprint to include Brazil's domestic and outbound travel market. Additionally, Orinter’s direct relationships with Latin American hotels will provide valuable cross-sell opportunities for the Company. As part of the acquisition, the Company paid: (i) $20,464 in cash, $18,928 of which was paid to Sellers on acquisition date and $1,536 of which was deposited in escrow account on the acquisition date and (ii) $17,264 in shares of the Company Class A Common Stock at $10.00 each (“OTT Shares”). Of the OTT Shares, 903,202 of the shares will be maintained in an escrow for one year and the remainder will be maintained in an escrow for two years. Additionally, there is an earn-out obligation of $10,000 (paid in three equal installments over 3 years) that will be owed to the Sellers. The earn-out payments are contingent on Orinter meeting EBITDA targets of $10,500, $11,500, and $12,500, in each of the three years, respectively. Silicon Valley Bank Closure Silicon Valley Bank (“SVB”) was closed on March 10, 2023, by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of SVB to Silicon Valley Bridge Bank, N.A. (Bridge), a newly formed bridge bank that will be operated by the FDIC as it markets the institution to potential bidders. On March 12, 2023, the Department of the Treasury, Federal Reserve, and FDIC (collectively, the Agencies) announced that they were invoking the Systemic Risk Exception to the Federal Deposit Insurance Act to permit the FDIC to take action to fully protect all depositors of SVB, regardless of their deposit insurance coverage. In addition, the Agencies also announced that SVB depositors would have access to all their money starting March 13, 2023. As of March 10, 2023, the Company had $250 of cash and cash equivalents on deposit with SVB, which represents approximately 0.3% of the Company’s total cash and cash equivalents as of December 31, 2022. “Right to receive” shares of the Company (treasury stock) Pursuant to settlement of Mondee Group LLC note, Mondee received right to receive shares of our Company amounting to $20,336. In connection with the Business Combination with ITHAX, the Mondee Stockholder received 60,800,000 shares of our Common Stock, which was distributed to Mondee Group on March 10, 2023, pursuant to the Pro Rata Distribution. Mondee Group assigned the right to receive 2,033,578 shares of our Common Stock to Mondee, Inc., for the settlement of the Remaining Balance. The shares of our Common Stock were valued at $10.00 each, which resulted in 2,033,578 shares being issued to Gundumogula by our Company. The Remaining Balance was reflected as treasury stock since the settlement of the Remaining Balance was a result of Gundumogula transferring our Common Stock to us. Restructuring |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The 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”). |
Consolidations | The 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The 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”). |
Consolidations | The 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 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 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, warrant liabilities, earn-outs issued in connection with the business combination, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. |
Cash, cash equivalents, restricted cash, and restricted short-term investments | Cash, cash equivalents and restricted short-term investments We consider all highly liquid investments with a maturity of three We record certificate of deposits (“CDs”) with original maturities greater than three months as short-term investments on the consolidated balance sheets. These investments are held to maturity and recorded at amortized cost basis. We have entered into agreements with financial institutions to extend letters of credit to certain airlines and the Airlines Reporting Corporation ("ARC"). These letters of credit are extended to secure payment for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investment in money market funds with financial institutions as collateral under these arrangements and accordingly they have been presented as ‘restricted short-term investments’ and ‘restricted cash and cash equivalents’, respectively, on the consolidated balance sheets. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts and contract assets was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect our ability to collect from customers. |
Property and equipment | Property and equipmentProperty and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis using mid‑month convention over the estimated useful lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. |
Website and internal-use software development costs | Website and internal-use software development costs Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements which is considered to be three years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the |
Recoverability of goodwill and indefinite-lived intangible assets | Recoverability of goodwill and indefinite-lived intangible assets Goodwill is not subject to amortization and is tested annually or more when events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform our qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. If a quantitative assessment is made we compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit’s carrying amount over its fair value. We generally base our measurement of the reporting units’ fair values on the present value of expected future cash flows. The discounted cash flow model reduces the reporting unit’s expected future cash flows to present value using a rate of return based on the perceived uncertainty of the cash flows. Our significant estimates in the discounted cash flow models include: growth rates, profitability, capital expenditure and working capital requirements, and our weighted average cost of capital. The market approach to valuation is used to corroborate the income approach and considers the Company’s stock price, shares outstanding, and debt. Significant estimates in the market approach include: the extent to which the publicly traded stock price represents fair value, given the trading history, trading volume, and concentration of ownership at a point in time, and how closely the book value of debt reported under GAAP represents its fair value at a point in time. In our evaluation of our indefinite-lived intangible assets, we typically first perform a qualitative assessment prior to performing the quantitative analysis, to determine whether the fair value of the indefinite-lived intangible asset is more likely than not impaired. An impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which consist of trade name, using the relief-from-royalty method. This method assumes that the trade name has value to the extent that its owner is relieved of the obligation to pay royalties for the benefits received from them. Intangible assets Intangible assets are amortized over the period of estimated benefit using the straight-line method, as the consumption pattern of the asset is not apparent. No significant residual value is estimated for intangible assets. Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5-10 years Supplier relationships 15 years Developed technology 5-10 years |
Business combination | Business combination The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in our consolidated statements of operations. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Our acquisitions include an earn-out consideration as part of the purchase price that is classified as a liability. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions, including valuations that utilize |
Recoverability of intangible assets with definite lives and other long-lived assets | Recoverability of intangible assets with definite lives and other long-lived assets Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twenty years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we will assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value. Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell. |
Leases | Leases The Company adopted Topic ASC 842, Leases, on January 1, 2022, using a modified retrospective method applied to all contracts. As a result, consolidated statements for reporting periods after December 31, 2021 are presented in accordance with the current lease standard and those prior to January 1, 2022 are presented under ASC 840. Further information regarding the adoption impact is provided under "Recent Accounting Pronouncements Adopted." The Company elected to utilize the available practical expedients in the leasing transition guidance and did not reassess the existence of leases, classification of leases, or initial direct costs in existing or expired contracts. Additionally, the Company elected the package of practical expedients to not allocate contract consideration between lease and non-lease components. The Company identifies a contract as a lease or containing a lease upon signing, and categorizes it as an operating or finance lease. Lease assets and liabilities are recorded upon lease commencement. The Company primarily has operating leases for office space. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The incremental borrowing rate is used as the discount rate to calculate present value of lease payments and determine lease assets and liabilities, as the rate implicit in the lease is not determinable. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized loan over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease assets also include prepaid lease payments and incentives received before lease commencement. Lease expenses are recognized on a straight-line basis over the lease term. Leases with renewal options are included if deemed reasonably certain to be exercised. The exercise of renewal options for office space is at the Company's discretion. |
Revenue recognition | Revenue recognition Our revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel suppliers through our technology solutions. These services are primarily related to reservation of airline tickets. It also includes, to a lesser extent, services related to reservation of hotel accommodation, rental car, travel insurance and other travel products and services. While we generally refer to a consumer that books travel reservation services on our technology solutions as our customer, for accounting purposes; our customers are the travel suppliers. Our contracts with travel suppliers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to us. Therefore, we are an agent in a transaction and our revenues are presented on a net basis (that is, the amount billed to a traveler less the amount paid to a travel supplier) in the consolidated statements of operations. Our revenue is earned through service fees, margins and commissions. We earn incentives from airline companies which are recognized based on the achievement of targets set by contract, that mainly relate to the amount of airline ticket bookings that have been flown, and consequently are not subject to cancellation. We also receive incentives from our Global Distribution System (“GDS”) service providers based on the volume of segment bookings mediated by us through the GDS systems. In addition to the above travel-related revenue, we also generate revenue from incentives received from credit card companies for ancillary services based on the volume of transaction amount processed by us. Revenue from service fee, margin and commission on sale of airline tickets is recognized when the traveler books the airline ticket as the performance obligation is satisfied by us on issuance of an airline ticket to the traveler. Revenue is recorded net of cancellation, refunds and chargebacks. In the event of cancellation of airline tickets, revenue recognized in respect of commissions and margins earned by us on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. Revenue from commission and margin on other travel products and services is recognized when the traveler completes the reservation as our performance obligation is satisfied at that point. Revenue relating to contracts with travel suppliers which include incentive payments from airline companies and GDS are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of cancellations, refunds and shortfall penalty fees, as applicable, at a time when performance targets are achieved. When an airline ticket is purchased, there is a risk of customer chargebacks including those related to fraud. We record estimates for chargebacks of our fees or margin or commission earned upon sale of airline tickets as variable consideration. We record estimates for losses related to chargebacks of the cost of tickets as an operating expense classified within sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. Our ‘Rocketrip’ platform offers a corporate travel cost savings solution through its technology platform. We generate subscription and set-up revenue from customers who are provided access to our platform as software-as-a-service. Revenue is recognized over the term of the contract. ‘TripPlanet’ is an end-to-end business travel platform for small-to-medium sized enterprises, membership organizations, associations, educational institutions, and NGOs. The platform combines the Company's global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and cars using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. The platform is set up as a subscription base service where revenue is recognized over the term of the contract. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. ‘Unpub’ provides consumer groups access to a subscription based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. Revenue related to the subscription platform is recorded over the contract period. Revenue from commission and margin on the travel bookings are recognized when the traveler completes the reservation as our performance obligation is satisfied. |
Sales expenses | Sales and marketing expenses Sales expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs; (4) and customer chargeback provisions. We report advertising and affiliate marketing costs under “Sales and Marketing expenses” in the consolidated statements of operations . Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $18,622 and $16,595 during the years ended December 31, 2022, and 2021, respectively. |
Marketing expenses | Sales and marketing expenses Sales expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (3) customer relations costs; (4) and customer chargeback provisions. We report advertising and affiliate marketing costs under “Sales and Marketing expenses” in the consolidated statements of operations . Advertising costs are expensed as incurred. These costs primarily consist of direct costs from search engines and internet portals, television, radio and print spending, private label, public relations, and other costs. The Company incurred advertising expenses of approximately $18,622 and $16,595 during the years ended December 31, 2022, and 2021, respectively. |
Personnel expenses | Personnel expenses Personnel expenses consist of compensation to the Company’s personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits. |
Information technology | Information technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and web hosting costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company’s services. |
Debt issuance costs and debt discounts | Debt issuance costs and debt discountsDebt issuance costs include costs incurred in connection with the issuance of debt, which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and are amortized over the term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Debt discounts incurred in connection with the issuance of debt have been reported as a direct deduction to the carrying value of debt and are being amortized to interest expense using the effective interest method. |
Stock-based compensation | Stock-based compensation The Company’s employees and independent consultants participate in the Mondee Stockholder's stock-based compensation plans and the Company's 2022 Equity Incentive Plan. Stock-based compensation expense has been allocated by the Company based on the awards and terms granted to the Company’s employees and independent consultants. The fair value of awards in Mondee Stockholder issued to the Company’s employees are treated as capital contributions and the associated stock-based compensation expense are expensed on the Company’s Statements of Operations. The Company accounts for stock-based awards in accordance with ASC 718 Stock-based compensation. Stock-based compensation expense related to restricted stock units ("RSUs") and stock incentive units ("Class D Incentive Units") are recognized based on their grant date fair value on a straight-line basis over the respective requisite service periods. Forfeitures are accounted for when they occur. The requisite service period for RSUs and Class D Incentive Units are generally one RSUs with market conditions vest over the derived service period and are subject to graded vesting. Stock-based compensation for these awards are recorded over the derived service period regardless of whether the market conditions are met unless the service conditions are not met. . The market condition for these awards will be met and one-third of the RSU will vest if the Company 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. For awards with market conditions, the effect of the market condition is considered in the determination of fair value on the grant date using Monte Carlo simulations. For RSUs with no vesting conditions, stock-based compensation for these awards will be recorded upfront on grant date. The fair value for these RSUs will represent the market price of the Class A Common stock at the time they were granted. For RSUs with service conditions only, the Company will recognize stock based compensation expense over the requisite service period on a straight-line basis. The Company estimates the fair value of employee stock options using the Black-Scholes option pricing model. The model requires management to make a number of assumptions including expected volatility, expected term, risk free interest rate and expected dividends. The Company evaluates the assumptions used to value its share based awards on a quarterly basis. See Notes to Consolidated Financial Statements, Note 19—Stock-Based Compensation for further details. |
Employee benefits | Employee benefits Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recognized as a component of net periodic cost. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company reports the net periodic cost under personnel expenses on the consolidated statement of operations. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. |
Income Taxes | Income taxes The Company is subject to payment of federal and state income taxes in the U.S. and other forms of income taxes in other jurisdictions. Consequently, the Company determines its consolidated provision for income taxes based on tax obligations incurred using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, the Company believes it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company evaluates uncertain tax positions to determine if it is more likely than not that they would be sustained upon examination. The Company records a liability when such uncertainties fail to meet the more likely than not threshold. A US shareholder is subject to current tax on “global intangible low-taxed income” ("GILTI") of its controlled foreign corporations ("CFCs"). The Company is subject to tax under GILTI provisions and includes its CFCs income in its US income tax provision in the period the CFCs earn the income. |
Foreign currency transaction and Transaction Gains and Losses | Foreign currency translation and transaction gains and losses The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are translated at the period end rate of exchange. Consolidated statements of operations items are translated at quarterly average exchange rates applicable during the period. The resulting translation adjustment is recorded as a component of accumulated other comprehensive loss and is included in consolidated statements of changes in mezzanine equity and stockholder’s deficit. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes gains and losses on foreign currency translation. |
Segment reporting | Segment reporting We identify a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer (‘CEO’), to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments are determined to have similar economic characteristics and if the operating segments are similar in the following areas: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for |
Fair value measurements | Fair value measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: • Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. |
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 accounts receivable and contract assets. As of December 31, 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. On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as the receiver. At the time of closing, the Company had a total cash balance of $250 held in the deposit accounts at SVB. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC will complete its resolution of SVB in a manner that fully protects all depositors at SVB and that depositors will have access to all of their money starting March 13, 2023, thus enabling the Company to access all of its $250 held in the deposit.The Company believes that the remaining 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. |
Contingent liabilities | Contingent liabilities Loss contingencies arise from claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments, or other entities. Based on the Company’s assessment of loss contingencies at each consolidated balance sheet date, a loss is recorded in the consolidated financial statements if it is probable that an asset has been impaired, or liability has been incurred and the amount of the loss can be reasonably estimated. If the amount cannot be reasonably estimated, we disclose information about the contingency in the consolidated financial statements. We also disclose information in the consolidated financial statements about reasonably possible loss contingencies. The Company will review the developments in the contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. The Company will adjust provisions and changes to its disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each consolidated balance sheet date and are subject to change based on new information and future events. Outcomes of litigation and other disputes are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the consolidated results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. |
Derivatives | 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 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 Company 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 | Redeemable preferred stock The shares of series A preferred stock (the "Series A Preferred Stock") are 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 shares of Series A Preferred Stock are classified within temporary equity, as events outside the Company’s control (regardless of probability) triggers such shares to become redeemable. Costs associated with the issuance of redeemable preferred stock are presented as discounts to the fair value of the redeemable preferred stock and are amortized using the effective interest method, over the term of the respective series of preferred stock. Refer to Note 12 - Redeemable Preferred Stock |
Government Assistance | Government assistance The Company records assistance from government agencies in the consolidated statements of operations under "other income (expense)." Government assistance relates to export incentives received under Service Exports from India Scheme (SEIS) introduced by the Government of India to incentivize the export of specified services from India. Amounts related to government assistance are recorded in the consolidated statements of operations when the right to receive credit as per the terms of the scheme is established in respect of exports made and when there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds. For the years ended December 31, 2022 and 2021, the Company recognized SEIS income of $760 and $0, respectively. |
Net Loss Per Share Attributable to Common Stockholders | Net loss per share attributable to common stockholders Basic net loss per share attributable to common stockholders is derived 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 derived 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's. financial statements; Mondee's 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 20 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 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 $2,339 and $2,223, 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 Consolidated Financial Statements. |
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 Consolidated Financial Statements. In October 2021, the FASB issued new guidance relate to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current GAAP where an acquirer generally recognizes such items at fair value on the acquisition date. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. |
Change in financial statement presentation | Change in financial statement presentation In connection with the preparation of its consolidated financial statements as of and for the years ended December 31, 2022 and 2021, the Company changed the presentation of “Sales and other Expense” and “Marketing Expense” within the Consolidated |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash and cash equivalents $ 78,841 $ 15,506 $ 78,841 $ 15,506 |
Property and Equipment | Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3-7 years Furniture and office equipment 5-7 years Capitalized software 3 years Leasehold improvements Shorter of the useful life and the remaining lease term Property and equipment, net consisted of the following: As of December 31, 2022 2021 Capitalized software $ 32,283 $ 27,606 Computer equipment 912 749 Furniture and office equipment 332 428 Leasehold improvements 14 233 Capitalized software development in process 4,107 1,218 Total property and equipment 37,648 30,234 Less: accumulated depreciation and amortization (26,316) (21,360) Total property and equipment, net $ 11,332 $ 8,874 |
Schedule of Intangible Assets | Amortization Period Covenants not to compete 5 years Trade name with definite life 20 years Acquired technology 10 years Customer relationships 5-10 years Supplier relationships 15 years Developed technology 5-10 years |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 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 of 9,000,000 earn-out shares of Company Class A Common Stock (the "earn-out shares"), which were allocated as follows at December 31, 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 Assumptions Fair Value of Class A Common Stock $10.19-$12.32 Selected Volatility 61.0%-61.1% Risk-free interest rate 3.48%-3.56% Contractual terms (years) 3.8-3.9 The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Warrants as of July 18, 2022 and December 31, 2022: July 18, 2022 December 31, 2022 Stock price 10.13 10.88 Term (in years) 5.0 4.55 Expected volatility 60 % 60 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % |
Schedule of Reverse Recapitalization | 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 Consolidated Statements of Cash Flows and the Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the year ended December 31, 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 $ (7,347) Net cash proceeds as of December 31, 2022 $ 54,844 Less: Non-cash net liabilities assumed from ITHAX $ (3,105) Less: Legacy Mondee transaction costs incurred and unpaid as of December 31, 2022 $ (3,274) Net contributions from the Business Combination and PIPE financing as of December 31, 2022 $ 48,465 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) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants Outstanding | As of December 31, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private 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 1,507,500 |
Schedule of fair value of Private Placement Warrants | 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 Assumptions Fair Value of Class A Common Stock $10.19-$12.32 Selected Volatility 61.0%-61.1% Risk-free interest rate 3.48%-3.56% Contractual terms (years) 3.8-3.9 The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the Private Warrants as of July 18, 2022 and December 31, 2022: July 18, 2022 December 31, 2022 Stock price 10.13 10.88 Term (in years) 5.0 4.55 Expected volatility 60 % 60 % Risk-free rate 3.1 % 4.1 % Dividend yield — % — % |
Assumptions Used in the Valuation at Issuance Date | The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the warrants to purchase the shares of the Company Class A Common Stock as of September 29, 2022: 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) | 12 Months Ended |
Dec. 31, 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: December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private warrants (2) $ — $ — $ 1,293 $ 1,293 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 the Company in 2019. The undiscounted maximum payment under the arrangement is $2,700 in aggregate at the end of fiscal year 2021 and 2022. As of December 31, 2022, no payments were made as 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 Consolidated Balance Sheets. (2) On February 1, 2021, with the closing of the IPO, ITHAX consummated the sale of 675,000 private placement units. In connection with the closing of the Business Combination, the private placement units separated into their underlying securities: the Company Class A Common Stock and the Private Warrants. As of December 31, 2022, the Company had 232,500 private warrants outstanding. |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following tables summarizes the fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3): Year Ended 2022 2021 Balance, beginning of year $ 597 $ 332 Change in the estimated fair value of LBF earn-out consideration (597) 265 Balance, end of the year $ — $ 597 The following tables summarizes the fair value adjustments for Private Warrant liability measured using significant unobservable inputs (level 3): Year Ended 2022 Private warrants recognized upon closing of Business Combination 1,721 Transfer of Private Warrants to Public Warrants (536) Change in the estimated fair value of warrants 108 Balance, end of the year $ 1,293 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Our property and equipment are assigned the following useful lives: Useful Lives Computer equipment 3-7 years Furniture and office equipment 5-7 years Capitalized software 3 years Leasehold improvements Shorter of the useful life and the remaining lease term Property and equipment, net consisted of the following: As of December 31, 2022 2021 Capitalized software $ 32,283 $ 27,606 Computer equipment 912 749 Furniture and office equipment 332 428 Leasehold improvements 14 233 Capitalized software development in process 4,107 1,218 Total property and equipment 37,648 30,234 Less: accumulated depreciation and amortization (26,316) (21,360) Total property and equipment, net $ 11,332 $ 8,874 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following: As of December 31, 2022 2021 Goodwill $ 66,420 $ 66,420 Intangible assets with indefinite lives 12,028 12,028 Intangible assets with definitive lives, net 45,342 51,680 |
Schedule of Change in Goodwill By Reportable Segments | The following table presents the changes in goodwill by reportable units: Travel Marketplace SAAS Platform Total Balance as of December 31, 2020 $ 58,999 $ 7,421 $ 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2021 58,999 7,421 66,420 Additions — — — Impairment charges — — — Balance as of December 31, 2022 $ 58,999 $ 7,421 $ 66,420 |
Definite Life Intangible Assets | Definite life Intangible assets, net consisted of the following as of December 31, 2022: Weighted-average Remaining Useful Life (in years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 6.74 $ 60,778 (29,288) 31,490 Trade name 8.95 9,580 (5,295) 4,285 Acquired technology 0.00 7,430 (7,430) — Supplier relationships 12.00 5,767 (1,153) 4,614 Developed technology 6.19 7,220 (2,267) 4,953 Covenants not to compete 0.00 332 (332) — Balances as of December 31, 2022 $ 91,107 (45,765) 45,342 Definite life Intangible assets, net consisted of the following as of December 31, 2021: Weighted-average Remaining Useful Life (in years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 7.74 $ 60,778 (24,613) 36,165 Trade name 9.95 9,580 (4,816) 4,764 Acquired technology 0.00 7,430 (7,430) — Supplier relationships 13.02 5,767 (769) 4,998 Developed technology 7.26 7,220 (1,467) 5,753 Covenants not to compete 0.00 332 (332) — Balances as of December 31, 2021 $ 91,107 (39,427) 51,680 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to intangible assets with definite lives is as follows: December 31, 2023 $ 6,338 2024 6,337 2025 6,163 2026 5,815 2027 5,815 Thereafter 14,874 $ 45,342 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following: As of December 31, 2022 2021 Accrued expenses $ 3,314 $ 4,834 Provision for chargebacks 377 3,176 Accrued compensation and benefits 1,374 1,427 Accrued travel agent incentives 3,458 296 Earn-out consideration payable — 597 Operating lease liabilities 796 — Other current liabilities — 24 $ 9,319 $ 10,354 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument [Line Items] | |
Summary of outstanding PPP and other governmental loans | The following table summarizes the Company's outstanding PPP and other governmental loans arrangements: As of December 31, 2022 2021 HASCAP $ 179 $ 198 CEBA 52 55 PPP — 2,000 Total PPP and other governmental loans $ 231 $ 2,253 Less: current portion of PPP and other governmental loans (72) (338) Total PPP and other governmental loans, net of current portion $ 159 $ 1,915 |
Schedule of outstanding loan arrangements | The following table summarizes the Company's outstanding borrowing arrangements, excluding PPP and other governmental loans As of December 31, 2022 2021 TCW Credit Agreement $ 106,250 $ 150,000 Cumulative PIK interest for TCW Credit Agreement 1 46,518 36,858 GDS Obligation — 298 Others 14 — Total outstanding principal balance $ 152,782 $ 187,156 Less: Unamortized debt issuance costs and discounts (18,386) (13,923) Total debt $ 134,396 $ 173,233 Less : Current portion of long term debt (7,514) (11,063) Long term debt, net of current portion $ 126,882 $ 162,170 The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above. Year ended December 31, 2022 2021 Cash interest expense $ 10,903 $ 6,587 Payment in kind interest, net 2 9,036 14,582 LOC commitment charges 152 153 Amortization of debt issuance costs 6,563 2,361 $ 26,654 $ 23,683 1 Includes paid in kind amendment fee of $1,754. |
Schedule of maturities of borrowing arrangements, PPP loans and other government loans | The future maturities of the Company’s borrowing arrangements, PPP loans and other government loans are as follows: Year ending December 31, Borrowing Arrangements PPP and Other Governmental Loans 2023 $ 7,514 $ 72 2024 145,268 20 2025 — 20 2026 — 21 2027 — 21 Thereafter — 77 152,782 231 Less: Loan origination fees (18,386) — $ 134,396 $ 231 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | As described above in Note 2, the Company has two reportable segments, Travel Marketplace and SAAS Platform. Year Ended 2022 2021 Revenue from Travel Marketplace $ 157,473 $ 92,038 Revenue from SAAS Platform 2,011 1,156 $ 159,484 $ 93,194 |
Opening and closing balances of accounts receivable and deferred revenue | The opening and closing balances of accounts receivable, contract assets and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2020 $ 5,355 $ 4,420 $ (23,404) Increase/(decrease), net 4,823 (485) 2,666 Ending Balance as of December 31, 2021 10,178 3,935 (20,738) Increase/(decrease), net 11,555 1,859 254 Ending Balance as of December 31, 2022 $ 21,733 $ 5,794 $ (20,484) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components for loss before income taxes | The components for loss before income taxes consisted of the following: Year ended December 31, 2022 2021 United States $ (90,611) $ (38,396) International 500 (186) $ (90,111) $ (38,582) |
Schedule of provision for (benefit from) income taxes | The provision for (benefit from) income taxes consisted of the following: Year ended December 31, 2022 2021 Current tax expense: Federal $ — $ — State 109 18 International 455 121 564 139 Deferred Federal (11) 42 State (195) 142 International (231) — (437) 184 Total provision (benefit) for income taxes $ 127 $ 323 |
Schedule of deferred income tax assets and liabilities | Components of the Company's deferred income tax assets and liabilities are as follows: Year ended December 31, 2022 2021 Net operating loss $ 29,822 $ 32,329 Interest expense limitation 19,068 12,278 Deferred revenue 4,787 5,212 Accrual and reserves 2,033 3,232 Stock based compensation 1,251 — Fixed assets 274 — Capitalized research and development costs 4,380 — Lease liability 627 — Other 194 169 62,436 53,220 Valuation allowance (47,827) (35,611) Total deferred tax assets 14,609 17,609 Intangible assets (14,314) (16,533) Fixed Assets — (1,588) Right-of-use lease asset (365) — Total deferred tax liabilities (14,679) (18,121) Total net deferred tax liability $ (70) $ (512) |
Schedule of effective income tax rate reconciliation | The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year ended December 31, 2022 2021 Federal tax at statutory rate 21.06 % 21.00 % State, net of federal benefit 5.77 9.05 Stock-based compensation (1.24) — Permanent differences 0.86 0.74 Prior year payable true ups — — Adjustment to deferred through goodwill — — Transaction costs 3.69 — PPP loan forgiveness 0.60 — Foreign rate differential (0.08) (0.23) Change in valuation allowance (13.56) (31.29) Sec. 162(m) net down (16.73) — Other (0.51) (0.11) Effective tax rate (0.14) % (0.84) % |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 related to operating leases is shown below: As of December 31, 2022 Reported as: Assets: Operating lease right-of-use assets $ 1,384 Liabilities: Accrued expenses and other current liabilities $ 796 Operating lease liabilities, non-current 1,620 Total operating lease liabilities $ 2,416 |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information as of December 31, 2022 related to operating leases are as follows: Year Ended Cash paid within operating cash flows $ 1,178 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 3,313 |
Schedule of future minimum lease payments under non-cancelable operating leases | As of December 31, 2022, the future minimum lease payments under non-cancelable operating leases are as follows: As of December 31, 2023 1,026 2024 689 2025 384 2026 281 2027 210 Thereafter 540 Total operating lease payments 3,130 Less: Imputed interest (714) Total operating lease liabilities $ 2,416 |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit costs | Components of net periodic benefit costs, were as follows: Year Ended December 31, Particulars 2022 2021 Current service cost 169 90 Interest cost 30 25 Net actuarial gain recognized in the period 113 (46) Expenses recognized in the consolidated statement of operations 312 69 |
Schedule of components of actuarial loss / (gain) on retirement benefits | The components of actuarial (gain)/loss on retirement benefits are as follows: Year Ended December 31, Particulars 2022 2021 Actuarial (gain) / loss on arising from change in financial assumption 162 (34) Actuarial gain on arising from experience adjustment (49) (12) Total actuarial gain/(loss) on obligation 113 (46) |
Schedule of expected benefit payments | The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: December 31: 2023 $ 10 2024 21 2025 18 2026 33 2027 46 2028 - 2032 463 $ 591 |
Defined Benefit Plan, Assumptions | The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: Year Ended December 31, Particulars 2022 2021 Discount rate 7.45 % 7.06 % Rate of compensation increase 10.00 % 7.00 % |
Schedule of Net Benefit Costs | The benefit obligation has been measured as of December 31, 2022, and December 31, 2021. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods. Particulars Year Ended December 31, 2022 2021 Present value of obligation as at the beginning of the year $ 444 $ 383 Interest cost 30 25 Acquisitions — — Current service cost 169 90 Benefits paid (142) — Net actuarial (gain)/loss recognized in the year 113 (46) Effect of exchange rate changes (52) (8) Present value of obligation as at the end of the year $ 562 $ 444 The amounts to be recognized on consolidated balance sheets Particulars Year Ended December 31, 2022 2021 Present value of obligation as at the end of the year 562 444 Fair value of plan assets as at the end of the year — — Funded status / (unfunded status) (562) (444) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet (562) (444) Current portion 10 12 Non-current portion 552 432 Accumulated benefit obligation in excess of plan assets: Year Ended December 31, 2022 2021 Accumulated benefit obligation 146 168 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, December 31, Amount payable to related party Metaminds Technologies — 196 Metaminds Global — 317 Mondee Group LLC (a) — 203 Metaminds Software (g) 13 — Amount receivable from related party Mondee Group LLC (a) 38 — Loan receivable from Related Party Mondee Group LLC (b) — 22,054 Note Payable to Related Party Note payable to CEO (c) 197 193 Transactions with Related Parties December 31, December 31, Offshore IT, sales support and other services from Metaminds Software (d) — 90 Metaminds Technologies (d) 54 230 Metaminds Global (d) 78 208 Offshore software development services from Metaminds Software (d) — 362 Metaminds Technologies (d) 216 919 Metaminds Global (d) 312 831 Interest income from Mondee Group Loan (b) 282 505 Service fee from Mondee Group LLC (a) 2,379 1,223 Rent expense – from Metaminds Software (e) 169 — Payment made on behalf of Mondee Holdings LLC (f) 5,241 — _________________________ (a) Pursuant to a UATP Servicing Agreement dated May 11, 2021, Mondee 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) Mondee 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 the Mondee Stockholder. The note was settled upon the occurrence of the Business Combination, partly by a right to receive shares of the Company 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 $197 and $193 as of December 31, 2022 and December 31, 2021, respectively, and is included in loan payable to related party on the Consolidated Balance Sheets. The loan is collateralized and carries an interest rate of 2% per annum. Principal and interest are due on demand. (d) Prior to acquisition of certain assets and liabilities of Metaminds Technologies, Mondee hired all employees of Metaminds Technologies 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 period subsequent to the hiring of all employees up to December 31, 2022. (e) 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, has been renewed, and the monthly minimum base rent is immaterial. (f) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC (g) Mondee Tech Pvt Ltd has a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of amounts detailed in segment reconciliation | Year Ended December 31, 2022 Travel Marketplace SAAS Platform Corporate Total Third-party revenue $ 157,473 2,011 — 159,484 Intersegment revenue — — — — Revenue $ 157,473 2,011 — 159,484 Adjusted EBITDA $ 12,451 (570) — 11,881 Depreciation and amortization (11,223) (547) — (11,770) Stock-based compensation (62,042) — — (62,042) Restructuring and related costs (2,542) — — (2,542) Sale of export incentives (760) — — (760) Legal expense (744) (744) Warrant transaction expense (326) (326) Operating loss (66,303) Other expense, net (23,808) Loss before income taxes (90,111) Provision for income taxes (127) Net loss (90,238) Year Ended December 31, 2021 Travel Marketplace SAAS Platform Total Third-party revenue $ 92,038 1,156 93,194 Intersegment revenue — — — Revenue $ 92,038 1,156 93,194 Adjusted EBITDA $ (3,745) (1,710) (5,455) Depreciation and amortization (12,296) (565) (12,861) Stock-based compensation (3,936) — (3,936) Operating loss (22,252) Other expense, net (16,330) Loss before income taxes (38,582) Provision for income taxes (323) Net loss (38,905) |
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. Year Ended December 31, 2022 2021 United States $ 149,781 $ 91,432 International 9,703 1,762 $ 159,484 $ 93,194 |
Long-lived assets and operating lease assets by geographic areas | As of December 31, 2021, long-lived assets located outside of the United States were not material. Year Ended December 31, 2022 United States $ 1,016 International $ 642 $ 1,658 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Incentive Units activity | The following table summarizes the Class D Incentive Units activity for the years ended December 31, 2022 and 2021: Number of Class D Weighted Weighted Weighted average Unvested – December 31, 2020 394,669 0.003 0.67 0.01 Granted 42,288,769 0.12 — 0.07 Vested (29,036,941) 0.130 — 0.01 Forfeited or canceled (3,368,011) 0.002 — 0.71 Unvested – December 31, 2021 10,278,486 0.13 2.00 0.03 Granted — — — — Vested (10,228,486) 0.127 2.40 0.03 Forfeited or canceled (50,000) 0.004 — 0.01 Unvested – December 31, 2022 — — 0 — A summary of the Company’s RSU activity during the year ended December 31, 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) 10.0 Forfeited or canceled — — Unvested – December 31, 2022 105,000 $ 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 units 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 units granted during and prior to fiscal year 2018 were estimated at the date of grant using “the Black-Scholes” option pricing model, using the following assumptions: 2018, 2017, and 2016 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) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021: For the year ended December 31,, 2022 2021 Numerator: Net loss attributable to common stockholders $ (90,238) $ (38,905) Denominator: Weighted average shares outstanding, basic and diluted 67,368,620 60,800,000 Basic and diluted net loss per share $ (1.34) $ (0.64) |
Schedule of potential common shares outstanding that were excluded from computation of diluted net loss 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 year ended December 31, 2022 2021 Warrants (Private Warrants and Preferred Financing Warrants) 1,507,500 — Outstanding earn-out shares 7,600,000 — Restricted stock units* 105,000 — Potential common share excluded from diluted net loss per share 9,212,500 — *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 | 5 Months Ended | 12 Months Ended | |||
Jul. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Apr. 06, 2024 | Dec. 31, 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 | |
Warrants outstanding (in shares) | 1,507,500 | 1,507,500 | |||
Shares entitled to earn-out shareholders for Business Combination (in shares) | 9,000,000 | 9,000,000 | 1,100,000 | ||
Earn-out shares allocated (in shares) | 6,500,000 | ||||
Debt prepayment | $ 41,210 | ||||
New shares issued (in shares) | 7,000,000 | ||||
Total current liabilities | $ 56,995 | $ 56,995 | $ 48,450 | ||
Current assets | 119,680 | 119,680 | 40,691 | ||
Cash and cash equivalents | 78,841 | 78,841 | $ 15,506 | ||
Unused line of credit | $ 15,000 | $ 15,000 | |||
TCW Credit Agreement | |||||
Shares required to be issued on business consummation | 3,000,000 | ||||
PIPE Shares | |||||
Stock price (in dollars per share) | $ 10 | ||||
Consideration received | $ 70,000 | ||||
Forecast | Subsequent Event | |||||
Repayments of debt | $ 7,586 | ||||
Metaminds | |||||
Asset acquisition purchase consideration | $ 2,000 | ||||
ITHAX | PIPE Financing | |||||
Warrants outstanding (in shares) | 337,500 | ||||
ITHAX | Public Warrants | |||||
Warrants outstanding (in shares) | 12,075,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jul. 18, 2022 $ / shares | Dec. 31, 2022 USD ($) segment $ / shares | Dec. 31, 2021 USD ($) | Mar. 10, 2023 USD ($) | Jan. 01, 2022 USD ($) | |
Maturity (in months) | 3 months | ||||
Advertising expenses | $ 18,622 | $ 16,595 | |||
Amortization of debt issuance costs | $ 6,563 | 2,361 | |||
Number of consecutive trading days | 20 days | 20 days | |||
Total number of trading days | 30 days | 30 days | |||
Number of operating segments | segment | 2 | ||||
Other expense, net | $ 308 | 980 | |||
Total operating lease liabilities | 2,416 | ||||
Operating lease right-of-use assets | $ 1,384 | 0 | |||
Customer Concentration Risk | Accounts Receivable and Contract Assets Benchmark | Two Customers | |||||
Concentration risk percentage | 23% | ||||
Silicon Valley Bank | Subsequent Event | |||||
Restricted cash and cash equivalents | $ 250 | ||||
Service Exports from India Scheme (SEIS) Income | |||||
Other expense, net | $ 760 | $ 0 | |||
Restricted Stock Units (RSUs) | Minimum | |||||
Expected term (in years) | 1 year | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Expected term (in years) | 3 years | ||||
Stock Options | Maximum | |||||
Expected term (in years) | 4 years | ||||
Earn-Out Scenario One | |||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | |||
Earn-Out Scenario Two | |||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | 15 | 15 | |||
Earn-Out Scenario Three | |||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 18 | $ 18 | |||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Total operating lease liabilities | $ 2,339 | ||||
Operating lease right-of-use assets | $ 2,223 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 78,841 | $ 15,506 | |
Total cash and restricted cash | $ 78,841 | $ 15,506 | $ 31,525 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Furniture and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Furniture and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Capitalized software | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Covenants not to compete | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 5 years |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 20 years |
Acquired technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 10 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 5 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 10 years |
Supplier relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 15 years |
Developed technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 5 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average Remaining Useful Life (in years | 10 years |
REVERSE RECAPITALIZATION - Addi
REVERSE RECAPITALIZATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||||
Sep. 12, 2022 shares | Sep. 07, 2022 shares | Jul. 18, 2022 USD ($) tradingDay $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Reverse Recapitalization [Line Items] | |||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 9,000,000 | 9,000,000 | 1,100,000 | ||||
Trading days trigger for Business Combination | tradingDay | 20 | ||||||
Consecutive trading days trigger for Business Combination | tradingDay | 30 | ||||||
Compensation expense upon completion of Business Combination | $ 82,057 | $ 23,422 | |||||
Share based compensation expense | 62,042 | $ 3,936 | |||||
Unrecognized earn-out compensation expense | $ 5,007 | $ 5,007 | $ 5,007 | ||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | shares | 74,747,218 | 82,266,160 | 82,266,160 | 82,266,160 | 60,800,000 | ||
Direct and incremental costs related to legal, accounting and other processional fees | $ 28,360 | ||||||
Transactions costs incurred by all associated parties | $ 23,704 | ||||||
Percentage of outstanding common stock owned by CEO | 83% | ||||||
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 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 | 14,776 | ||||||
ITHAX | |||||||
Reverse Recapitalization [Line Items] | |||||||
Direct and incremental costs related to legal, accounting and other processional fees | $ 13,584 | ||||||
Non-employee | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 200,000 | 200,000 | |||||
Share based compensation expense | 352 | ||||||
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 | ||||
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 | ||||||
Employee | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares | 900,000 | 6,000,000 | 900,000 | ||||
Compensation expense upon completion of Business Combination | $ 6,785 | ||||||
Earn-Out Scenario One | |||||||
Reverse Recapitalization [Line Items] | |||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | $ 12.50 | |||
Earn-Out Scenario Two | |||||||
Reverse Recapitalization [Line Items] | |||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | 15 | 15 | 15 | 15 | |||
Earn-Out Scenario Three | |||||||
Reverse Recapitalization [Line Items] | |||||||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 18 | $ 18 | $ 18 | $ 18 |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Allocation of Earn-Out Shares (Details) - shares | 5 Months Ended | ||||
Sep. 12, 2022 | Sep. 07, 2022 | Jul. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 9,000,000 | 9,000,000 | 1,100,000 | ||
Employee | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Merger earn-out shares (in shares) | 900,000 | 6,000,000 | 900,000 | ||
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 | 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 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 | $ / shares | 10.19 |
Fair Value of Class A Common Stock | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | $ / shares | 12.32 |
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 | 0.610 |
Expected volatility | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.611 |
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 | 0.0348 |
Risk-free rate | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.0356 |
Contractual terms (years) | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | yr | 4 |
Contractual terms (years) | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | yr | 3.8 |
Contractual terms (years) | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | yr | 3.9 |
REVERSE RECAPITALIZATION - Sc_3
REVERSE RECAPITALIZATION - Schedule of Reverse Recapitalization (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Jul. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 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 | $ 54,844 | $ 62,191 | $ 62,191 | ||||
Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination | $ (7,347) | ||||||
Less: Non-cash net liabilities assumed from ITHAX | (3,105) | ||||||
Less: Legacy Mondee transaction costs incurred and unpaid as of December 31, 2022 | (3,274) | ||||||
Net contributions from the Business Combination and PIPE financing as of December 31, 2022 | $ 48,465 | ||||||
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 | 9,000,000 | 1,100,000 | ||||
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 | |
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) - $ / shares | Dec. 31, 2022 | Jul. 18, 2022 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1,507,500 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 232,500 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Sep. 16, 2022 USD ($) $ / shares shares | Aug. 18, 2022 tradingDay d $ / shares | Jul. 18, 2022 $ / shares shares | Feb. 01, 2021 shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 29, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
New shares issued (in shares) | 7,000,000 | ||||||||
Number of warrants to purchase shares issued | 12,293,543 | ||||||||
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) | 1,507,500 | 1,507,500 | |||||||
Shares converted (in shares) | 105,000 | ||||||||
Changes in fair value of warrant liability | $ | $ 108,000 | $ 0 | |||||||
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 | $ | $ 1,368,000 | $ 1,368,000 | 0 | ||||||
Number of securities tendered (in shares) | 10,741,390 | ||||||||
Repurchase of public warrants (Refer to note 4) | $ | $ 7,481,000 | 7,481,000 | 0 | ||||||
Incremental direct cost | $ | $ 486,000 | ||||||||
Warrant liability | $ | $ 1,293,000 | $ 1,293,000 | $ 0 | ||||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
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 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant term (in years) | 5 years | 4 years 6 months 18 days | 4 years 6 months 18 days | ||||||
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 | ||||||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Warrants redeemed (in shares) | 1,319,653 | ||||||||
Warrant liability | $ | $ 0 | $ 0 | |||||||
Public Warrants | ITHAX | IPO | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares in a unit | 1 | ||||||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant term (in years) | 5 years | ||||||||
Warrant grant date fair value (in dollars per share) | $ / shares | $ 3.07 | ||||||||
Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 232,500 | ||||||||
Changes in fair value of warrant liability | $ | $ 108,000 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Private 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 | ||||||||
Private Warrants | ITHAX | Private Placement | Sponsor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants to purchase shares issued | 465,000 | ||||||||
Private Warrants | ITHAX | Private Placement | Cantor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants to purchase shares issued | 210,000 | ||||||||
Redeemable Preferred stock | |||||||||
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 shares, par value (per share) | $ / shares | $ 0.0001 | ||||||||
Common Class A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.65 |
Warrants - Fair Value Measureme
Warrants - Fair Value Measurement Inputs (Details) - Private Warrants | Dec. 31, 2022 $ / shares | Jul. 18, 2022 $ / shares |
Class of Warrant or Right [Line Items] | ||
Term (in years) | 4 years 6 months 18 days | 5 years |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Stock price | $ 10.88 | $ 10.13 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.60 | 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) | Dec. 31, 2022 | Sep. 29, 2022 $ / shares | Jul. 18, 2022 |
Common Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant term (in 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 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant term (in years) | 4 years 6 months 18 days | 5 years | |
Private Warrants | Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.60 | 0.60 | |
Private Warrants | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.041 | 0.031 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 18, 2022 | |
Liabilities | |||
Warrants outstanding (in shares) | 1,507,500 | ||
Private Warrants | |||
Liabilities | |||
Warrants outstanding (in shares) | 232,500 | ||
LBF Travel Inc | |||
Liabilities | |||
Undiscounted maximum payment under earn-out consideration represents arrangements | $ 2,700 | $ 2,700 | |
Fair Value, Recurring | |||
Liabilities | |||
LBF earn-out consideration | 597 | ||
Fair Value, Recurring | Private Warrants | |||
Liabilities | |||
Warrant liability - private warrants | 1,293 | ||
Fair Value, Recurring | Level 1 | |||
Liabilities | |||
LBF earn-out consideration | 0 | ||
Fair Value, Recurring | Level 1 | Private Warrants | |||
Liabilities | |||
Warrant liability - private warrants | 0 | ||
Fair Value, Recurring | Level 2 | |||
Liabilities | |||
LBF earn-out consideration | 0 | ||
Fair Value, Recurring | Level 2 | Private Warrants | |||
Liabilities | |||
Warrant liability - private warrants | 0 | ||
Fair Value, Recurring | Level 3 | |||
Liabilities | |||
LBF earn-out consideration | $ 597 | ||
Fair Value, Recurring | Level 3 | Private Warrants | |||
Liabilities | |||
Warrant liability - private warrants | $ 1,293 |
FAIR VALUE MEASUREMENT - Fair v
FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Gain Loss Included In Earnings | Change in the estimated fair value of warrants | |
Fair Value, Recurring | Level 3 | Private Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value as beginning | $ 1,721 | |
Transfer of Private Warrants to Public Warrants | (536) | |
Change in fair value | 108 | |
Fair value as ending | 1,293 | $ 1,721 |
Fair Value, Recurring | Level 3 | Earn Out Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value as beginning | 597 | 332 |
Change in fair value | (597) | 265 |
Fair value as ending | $ 0 | $ 597 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 37,648 | $ 30,234 |
Less: accumulated depreciation and amortization | (26,316) | (21,360) |
Total property and equipment, net | 11,332 | 8,874 |
Depreciation and amortization | 11,770 | 12,861 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32,283 | 27,606 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 912 | 749 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 332 | 428 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14 | 233 |
Capitalized software development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,107 | 1,218 |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 5,432 | $ 4,979 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 11,770 | $ 12,861 |
Capitalized software development costs | 7,437 | 4,600 |
Total property and equipment | 37,648 | 30,234 |
Less: accumulated depreciation and amortization | 26,316 | 21,360 |
Property and equipment, net | 11,332 | $ 8,874 |
Disposed Furniture, Equipment and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Disposals | 3 | |
Total property and equipment | 177 | |
Less: accumulated depreciation and amortization | 174 | |
Property and equipment, net | $ 3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 66,420 | $ 66,420 | $ 66,420 |
Intangible assets with indefinite lives | 12,028 | 12,028 | |
Intangible assets with definitive lives, net | $ 45,342 | $ 51,680 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairments of goodwill or intangible assets | $ 0 | $ 0 |
Amortization expense for intangible assets | $ 6,338,000 | $ 7,882,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Goodwill By Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 66,420 | $ 66,420 |
Additions | 0 | 0 |
Impairment charges | 0 | 0 |
Ending balance | 66,420 | 66,420 |
Travel Marketplace | ||
Goodwill [Roll Forward] | ||
Beginning balance | 58,999 | 58,999 |
Additions | 0 | 0 |
Impairment charges | 0 | 0 |
Ending balance | 58,999 | 58,999 |
SAAS Platform | ||
Goodwill [Roll Forward] | ||
Beginning balance | 7,421 | 7,421 |
Additions | 0 | 0 |
Impairment charges | 0 | 0 |
Ending balance | $ 7,421 | $ 7,421 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Definite Life Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 91,107 | $ 91,107 |
Accumulated Amortization | (45,765) | (39,427) |
Net Carrying Amount | $ 45,342 | $ 51,680 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 6 years 8 months 26 days | 7 years 8 months 26 days |
Gross Carrying Amount | $ 60,778 | $ 60,778 |
Accumulated Amortization | (29,288) | (24,613) |
Net Carrying Amount | $ 31,490 | $ 36,165 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 8 years 11 months 12 days | 9 years 11 months 12 days |
Gross Carrying Amount | $ 9,580 | $ 9,580 |
Accumulated Amortization | (5,295) | (4,816) |
Net Carrying Amount | $ 4,285 | $ 4,764 |
Acquired technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 0 years | 0 years |
Gross Carrying Amount | $ 7,430 | $ 7,430 |
Accumulated Amortization | (7,430) | (7,430) |
Net Carrying Amount | $ 0 | $ 0 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 12 years | 13 years 7 days |
Gross Carrying Amount | $ 5,767 | $ 5,767 |
Accumulated Amortization | (1,153) | (769) |
Net Carrying Amount | $ 4,614 | $ 4,998 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 6 years 2 months 8 days | 7 years 3 months 3 days |
Gross Carrying Amount | $ 7,220 | $ 7,220 |
Accumulated Amortization | (2,267) | (1,467) |
Net Carrying Amount | $ 4,953 | $ 5,753 |
Covenants not to compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years | 0 years | 0 years |
Gross Carrying Amount | $ 332 | $ 332 |
Accumulated Amortization | (332) | (332) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 6,338 | |
2024 | 6,337 | |
2025 | 6,163 | |
2026 | 5,815 | |
2027 | 5,815 | |
Thereafter | 14,874 | |
Net Carrying Amount | $ 45,342 | $ 51,680 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 3,314,000 | $ 4,834,000 |
Provision for chargebacks | 377,000 | 3,176,000 |
Accrued compensation and benefits | 1,374,000 | 1,427,000 |
Accrued travel agent incentives | 3,458,000 | 296,000 |
Earn-out consideration payable | 0 | 597,000 |
Accrued expenses and other current liabilities | 796,000 | 0 |
Other current liabilities | 0 | 24,000 |
Other accrued liabilities | $ 9,319,000 | $ 10,354,000 |
DEBT - Paycheck Protection Prog
DEBT - Paycheck Protection Program Loan (PPP Loan) (Details) $ in Thousands | 1 Months Ended | ||||
Feb. 28, 2021 USD ($) payment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Apr. 13, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||
Aggregate amount of loan | $ 152,782 | $ 187,156 | |||
Paycheck Protection Program (PPP) | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of loan | $ 0 | $ 2,000 | |||
Average monthly payroll expenses, maximum | 2.5 | ||||
Paycheck Protection Program (PPP) | Secured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Amount of loan | $ 1,576 | $ 2,000 | $ 4,292 | ||
Loan term (in months) | 10 months | ||||
Fixed interest rate (in percent) | 1% | 1% | |||
Number of payments | payment | 45 | ||||
Paycheck Protection Program (PPP) | Secured Debt | Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Loan term (in months) | 8 months | ||||
Paycheck Protection Program (PPP) | Secured Debt | Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Loan term (in months) | 24 months |
DEBT - Canadian Loans (Other Go
DEBT - Canadian Loans (Other Government Loans) (Details) $ in Thousands, $ in Thousands | Aug. 12, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Aug. 12, 2021 CAD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 CAD ($) |
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 152,782 | $ 187,156 | ||||||
Total PPP and other governmental loans | 134,396 | 173,233 | ||||||
Canada Emergency Business Account ("CEBA") | ||||||||
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 52 | 55 | ||||||
Canada Emergency Business Account ("CEBA") | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 70 | $ 70 | ||||||
Amount of loan | 16 | $ 20 | $ 39 | $ 50 | ||||
Canada Emergency Business Account ("CEBA") | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan forgiveness (percent) | 25% | 25% | ||||||
Canada Emergency Business Account ("CEBA") | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan forgiveness (percent) | 75% | 75% | ||||||
Highly Affected Sectors Credit Availability Program ("HASCAP") | ||||||||
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 179 | $ 243 | 198 | |||||
Fixed interest rate (in percent) | 4% | 4% | ||||||
Term of loan (in years) | 10 years | |||||||
Amount of loan | $ 198 | $ 250 | ||||||
Governmental Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Total PPP and other governmental loans | $ 231 | $ 2,253 |
DEBT - Summary of Outstanding P
DEBT - Summary of Outstanding PPP and Other Governmental Loans (Details) $ in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Aug. 12, 2021 USD ($) | Aug. 12, 2021 CAD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 CAD ($) |
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 152,782 | $ 187,156 | ||||||
Total PPP and other governmental loans | 134,396 | 173,233 | ||||||
Less : Current portion of long term debt | (7,514) | (11,063) | ||||||
Long term debt, net of current portion | 126,882 | 162,170 | ||||||
Highly Affected Sectors Credit Availability Program ("HASCAP") | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of loan | $ 198 | $ 250 | ||||||
Total outstanding principal balance | 179 | $ 243 | 198 | |||||
Less : Current portion of long term debt | (72) | (338) | ||||||
Long term debt, net of current portion | 159 | 1,915 | ||||||
Canada Emergency Business Account ("CEBA") | ||||||||
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | 52 | 55 | ||||||
Canada Emergency Business Account ("CEBA") | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of loan | 16 | $ 20 | $ 39 | $ 50 | ||||
Total outstanding principal balance | $ 70 | $ 70 | ||||||
Paycheck Protection Program (PPP) | ||||||||
Debt Instrument [Line Items] | ||||||||
Total outstanding principal balance | $ 0 | $ 2,000 |
DEBT - Obligation to GDS Servic
DEBT - Obligation to GDS Service Provider (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 152,782 | $ 187,156 | |
GDS Obligation | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 0 | 298 | $ 1,419 |
Interest rate (in percent) | 6% | ||
Accrued interest expense | 4 | 27 | |
Interest repayments | 5 | 21 | |
Repayments of debt | $ 298 | $ 447 |
DEBT - Obligation to Vendor (De
DEBT - Obligation to Vendor (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 10,903 | $ 6,587 |
Outstanding balance | $ 134,396 | $ 173,233 |
DEBT - TCW Credit Agreement (De
DEBT - TCW Credit Agreement (Details) - USD ($) | 12 Months Ended | ||||||
Jul. 31, 2022 | Jul. 17, 2022 | Jun. 22, 2021 | Dec. 23, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 24, 2022 | |
Debt Instrument [Line Items] | |||||||
Related party borrowings | $ 1,754,000 | ||||||
Paid in kind (percent) | 12.25% | ||||||
TCW Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment rate | 3% | ||||||
Prepayment fee on debt | $ 1,200,000 | ||||||
Effective interest rate | 22.99% | 15.55% | |||||
TCW Credit Agreement | Level 3 | |||||||
Debt Instrument [Line Items] | |||||||
Debt, fair value | $ 143,651,000 | $ 183,936,000 | |||||
TCW Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Minimum aggregate principal amount | $ 150,000,000 | ||||||
Amount of loan | 95,000,000 | ||||||
TCW Credit Agreement | Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Minimum aggregate principal amount | $ 15,000,000 | ||||||
Commitment fee (in percent) | 1% | ||||||
Amount drawn | $ 0 | $ 0 | |||||
Required financing threshold | $ 25,000,000 | ||||||
Related party borrowings | $ 1,754,000 | ||||||
TCW Credit Agreement | Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin (percent) | 1% | ||||||
TCW Credit Agreement | Class G Units | |||||||
Debt Instrument [Line Items] | |||||||
Unit price per share (in dollars per share) | $ 3.25 | ||||||
TCW Credit Agreement | Class G Units | Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Stock to be issued, control agreement (in shares) | 3,600,000 | ||||||
TCW Credit Agreement | On or before July 31, 2022 | Class G Units | |||||||
Debt Instrument [Line Items] | |||||||
Stock to be issued, control agreement (in shares) | 3,000,000 | ||||||
TCW Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment of term loan | $ 40,000,000 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Fixed interest rate (in percent) | 2.50% |
DEBT - Outstanding borrowing ar
DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 152,782 | $ 187,156 | |
Less: Unamortized debt issuance costs and discounts | (18,386) | (13,923) | |
Total debt | 134,396 | 173,233 | |
Less : Current portion of long term debt | (7,514) | (11,063) | |
Long term debt, net of current portion | 126,882 | 162,170 | |
TCW Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 106,250 | 150,000 | |
Cumulative PIK interest for TCW Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 46,518 | 36,858 | |
GDS Obligation | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | 0 | 298 | $ 1,419 |
Others | |||
Debt Instrument [Line Items] | |||
Total outstanding principal balance | $ 14 | $ 0 |
DEBT - Total interest expense (
DEBT - Total interest expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Cash interest expense | $ 10,903 | $ 6,587 |
Payment in kind interest, net | 9,036 | 14,582 |
LOC commitment charges | 152 | 153 |
Amortization of debt issuance costs | 6,563 | 2,361 |
Total | 26,654 | 23,683 |
Paid in kind amendment fee | 1,754 | |
Capitalized software | ||
Debt Instrument [Line Items] | ||
Payment in kind interest, net | $ 623 | $ 358 |
DEBT - Maturities of borrowing
DEBT - Maturities of borrowing arrangements, PPP loans and other government loans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 152,782 | $ 187,156 |
Total debt | 134,396 | $ 173,233 |
Borrowing Arrangements | ||
Debt Instrument [Line Items] | ||
2023 | 7,514 | |
2024 | 145,268 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total | 152,782 | |
Less: Loan origination fees | (18,386) | |
Total debt | 134,396 | |
PPP and Other Governmental Loans | ||
Debt Instrument [Line Items] | ||
2023 | 72 | |
2024 | 20 | |
2025 | 20 | |
2026 | 21 | |
2027 | 21 | |
Thereafter | 77 | |
Total | 231 | |
Less: Loan origination fees | 0 | |
Total debt | $ 231 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenue | $ 159,484 | $ 93,194 |
Travel Marketplace | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 157,473 | 92,038 |
SAAS Platform | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,011 | $ 1,156 |
REVENUE - Contract balances (De
REVENUE - Contract balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | ||
Accounts receivables, beginning balance | $ 10,178 | $ 5,355 |
Accounts receivables, increase/(decrease), net | 11,555 | 4,823 |
Accounts receivables, ending balance | 21,733 | 10,178 |
Contract asset, beginning balance | 3,935 | 4,420 |
Contract asset, increase/(decrease), net | 1,859 | (485) |
Contract asset, ending balance | 5,794 | 3,935 |
Deferred revenue, beginning balance | (20,738) | (23,404) |
Deferred revenue, increase/(decrease), net | (254) | (2,666) |
Deferred revenue, ending balance | $ (20,484) | $ (20,738) |
REVENUE - Additional informatio
REVENUE - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognition is included in contract liability | $ 4,047 | $ 2,981 | |
Deferred revenue | 20,484 | 20,738 | $ 23,404 |
Shortfall fees | 2,697 | ||
Other GDS Service Provider | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 1,111 | $ 1,111 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components for Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (90,611) | $ (38,396) |
International | 500 | (186) |
Loss before income taxes | $ (90,111) | $ (38,582) |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense: | ||
Federal | $ 0 | $ 0 |
State | 109 | 18 |
International | 455 | 121 |
Current tax expense: | 564 | 139 |
Deferred | ||
Federal | (11) | 42 |
State | (195) | 142 |
International | (231) | 0 |
Deferred income tax expense benefit | (437) | 184 |
Total provision (benefit) for income taxes | $ 127 | $ 323 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 29,822 | $ 32,329 |
Interest expense limitation | 19,068 | 12,278 |
Deferred revenue | 4,787 | 5,212 |
Accrual and reserves | 2,033 | 3,232 |
Stock based compensation | 1,251 | 0 |
Fixed assets | 274 | 0 |
Capitalized research and development costs | 4,380 | 0 |
Lease liability | 627 | 0 |
Other | 194 | 169 |
Total deferred tax assets, gross | 62,436 | 53,220 |
Valuation allowance | (47,827) | (35,611) |
Total deferred tax assets | 14,609 | 17,609 |
Intangible assets | (14,314) | (16,533) |
Fixed Assets | 0 | (1,588) |
Right-of-use lease asset | 365 | 0 |
Total deferred tax liabilities | 14,679 | 18,121 |
Total net deferred tax liability | $ (70) | $ (512) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal tax at statutory rate | 21.06% | 21% |
State, net of federal benefit | 5.77% | 9.05% |
Stock-based compensation | (1.24%) | 0% |
Permanent differences | 0.86% | 0.74% |
Prior year payable true ups | 0% | 0% |
Adjustment to deferred through goodwill | 0% | 0% |
Transaction costs | 3.69% | 0% |
PPP loan forgiveness | 0.60% | 0% |
Foreign rate differential | (0.08%) | (0.23%) |
Change in valuation allowance | (13.56%) | (31.29%) |
Sec. 162(m) net down | (16.73%) | 0% |
Other | (0.51%) | (0.11%) |
Effective tax rate | (0.14%) | (0.84%) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, federal | $ 100,951 | $ 108,530 |
Operating loss carryforwards, state | 122,647 | 141,368 |
Net operating loss | 29,822 | 32,329 |
Valuation allowance | 47,827 | 35,611 |
Amount of valuation allowance increased | 12,216 | 11,109 |
Deferred tax liability, goodwill | 951 | 1,307 |
Total net deferred tax liability | 70 | 512 |
Deferred taxes goodwill not offset | 307 | $ 512 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 16,633 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) | 12 Months Ended | |||||
Sep. 30, 2024 | Sep. 29, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | 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 redeemable preferred stock | $ 85,000,000 | $ 0 | ||||
Preferred stock issuance cost | 23,704,000 | $ 0 | ||||
Dividends accrued | 2,323,000 | |||||
Payments of dividends | $ 0 | |||||
Forecast | ||||||
Class of Stock [Line Items] | ||||||
Multiplier to the product of stated value of preferred stock | 1.325 | 1.225 | ||||
Redeemable Preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Stock price (in dollars per share) | $ / shares | $ 1,000 | |||||
Proceeds from issuance of redeemable preferred stock | $ 85,000,000 | |||||
Preferred stock issuance cost | $ 1,418,000 | |||||
Dividend rate, percentage | 13.99% | |||||
Redeemable Preferred stock | Secured Overnight Financing Rate | ||||||
Class of Stock [Line Items] | ||||||
Dividend rate basis spread on variable rate | 7% | |||||
Redeemable Preferred stock | 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 | Dec. 31, 2022 USD ($) claim | Dec. 31, 2021 USD ($) | Oct. 13, 2021 USD ($) |
Line of Credit Facility [Line Items] | |||
Number of outstanding claims | claim | 2 | ||
Global Collect Services B.V. | |||
Line of Credit Facility [Line Items] | |||
Collection claim | $ 548 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Secured letters of credit outstanding | $ 7,432 | $ 7,258 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | ||
Operating lease expense | $ 1,268 | $ 1,485 |
Weighted-average remaining lease term | 4 years 6 months 21 days | |
Weighted-average discount rate | 12.86% |
OPERATING LEASES - Supplemental
OPERATING LEASES - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Operating lease right-of-use assets | $ 1,384 | $ 0 |
Liabilities: | ||
Accrued expenses and other current liabilities | 796 | 0 |
Operating lease liabilities, non-current | 1,620 | $ 0 |
Total operating lease liabilities | $ 2,416 | |
OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList | Accrued expenses and other current liabilities |
OPERATING LEASES - Supplement_2
OPERATING LEASES - Supplemental cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Cash paid within operating cash flows | $ 1,178 |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 3,313 |
OPERATING LEASES - Future minim
OPERATING LEASES - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | $ 1,026 |
2024 | 689 |
2025 | 384 |
2026 | 281 |
2027 | 210 |
Thereafter | 540 |
Total operating lease payments | 3,130 |
Less: Imputed interest | (714) |
Total operating lease liabilities | $ 2,416 |
EMPLOYEE BENEFIT PLAN - Additio
EMPLOYEE BENEFIT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Matching contributions made in cash | $ 0 | $ 17 |
EMPLOYEE BENEFIT PLAN - Summary
EMPLOYEE BENEFIT PLAN - Summary of Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Present value of obligation as at the beginning of the year | $ 444 | $ 383 |
Interest cost | 30 | 25 |
Acquisitions | 0 | 0 |
Current service cost | 169 | 90 |
Benefits paid | (142) | 0 |
Net actuarial (gain)/loss recognized in the year | 113 | (46) |
Effect of exchange rate changes | (52) | (8) |
Present value of obligation as at the end of the year | $ 562 | $ 444 |
DefinedBenefitPlanNetPeriodicBenefitCostCreditInterestCostStatementOfIncomeOrComprehensiveIncomeExtensibleListNotDisclosedFlag | consolidated financial statements |
EMPLOYEE BENEFIT PLAN - Amount
EMPLOYEE BENEFIT PLAN - Amount Recognized on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Funded status / (unfunded status) | $ (562) | $ (444) |
Excess of actual over estimated | 0 | 0 |
Unrecognized actuarial (gains)/losses | 0 | 0 |
Net asset/(liability)recognized in consolidated balance sheet | (562) | (444) |
Current portion | 10 | 12 |
Non-current portion | $ 552 | $ 432 |
EMPLOYEE BENEFIT PLAN - Accumul
EMPLOYEE BENEFIT PLAN - Accumulated Benefit Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 146 | $ 168 |
EMPLOYEE BENEFIT PLAN - Compone
EMPLOYEE BENEFIT PLAN - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Current service cost | $ 169 | $ 90 |
Interest cost | 30 | 25 |
Net actuarial (gain)/loss recognized in the year | 113 | (46) |
Expenses recognized in the consolidated statement of operations | $ 312 | $ 69 |
DefinedBenefitPlanNetPeriodicBenefitCostCreditExcludingServiceCostStatementOfIncomeOrComprehensiveIncomeExtensibleList | Compensation expense upon completion of Business Combination | Compensation expense upon completion of Business Combination |
EMPLOYEE BENEFIT PLAN - Summa_2
EMPLOYEE BENEFIT PLAN - Summary of Components of Actuarial Gain On Retirement Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Actuarial (gain) / loss on arising from change in financial assumption | $ 162 | $ (34) |
Actuarial gain on arising from experience adjustment | (49) | (12) |
Net actuarial (gain)/loss recognized in the year | $ 113 | $ (46) |
EMPLOYEE BENEFIT PLAN - Weighte
EMPLOYEE BENEFIT PLAN - Weighted Average Actuarial Assumptions Used To Determine Benefit Obligations and Net Gratuity Cost (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Discount rate | 7.45% | 7.06% |
Rate of compensation increase | 10% | 7% |
EMPLOYEE BENEFIT PLAN - Expecte
EMPLOYEE BENEFIT PLAN - Expected Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
2023 | $ 10 |
2024 | 21 |
2025 | 18 |
2026 | 33 |
2027 | 46 |
2028 - 2032 | 463 |
Expected future policy benefit payment | $ 591 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Balances and Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Note Payable to Related Party | $ 197 | $ 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 |
Amount receivable from related party | 38 | 0 |
Loan receivable from Related Party | 0 | 22,054 |
Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Note Payable to Related Party | 197 | 193 |
Metaminds Software | ||
Related Party Transaction [Line Items] | ||
Amount payable to related party | $ 13 | $ 0 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related party transactions (Details) - USD ($) | 12 Months Ended | |||
Jul. 18, 2022 | May 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Payment made on behalf of Mondee Holdings LLC (f) | $ 5,241,000 | $ 0 | ||
Note payable to related party | 197,000 | 193,000 | ||
Metaminds Software | ||||
Related Party Transaction [Line Items] | ||||
Rent expense - from Mike Melham and Metaminds Software | $ 169,000 | 0 | ||
Lease term | 11 months | |||
Metaminds Software | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | $ 0 | 90,000 | ||
Metaminds Software | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 0 | 362,000 | ||
Metaminds Technologies | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 54,000 | 230,000 | ||
Metaminds Technologies | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 216,000 | 919,000 | ||
Metaminds Global | Offshore IT, sales support and other services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 78,000 | 208,000 | ||
Metaminds Global | Offshore software development services from | ||||
Related Party Transaction [Line Items] | ||||
Services received from related parties | 312,000 | 831,000 | ||
Mondee Group Loan | ||||
Related Party Transaction [Line Items] | ||||
Interest Income from Mondee Group Loan | 282,000 | 505,000 | ||
Mondee Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Service fee from Mondee Group LLC | $ 2,379,000 | 1,223,000 | ||
Percentage of service fee | 10% | |||
Interest rate | 2.33% | |||
Notes receivable, term | 10 years | |||
Number of units secured | 14,708 | |||
Shares paid | $ 20,336,000 | |||
Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 2% | |||
Note payable to related party | $ 197,000 | $ 193,000 |
SEGMENT INFORMATION - Amounts D
SEGMENT INFORMATION - Amounts Detailed in Segment Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | $ 159,484 | $ 93,194 |
Intersegment revenue | 0 | 0 |
Revenue | 159,484 | 93,194 |
Adjusted EBITDA | 11,881 | (5,455) |
Depreciation and amortization | (11,770) | (12,861) |
Stock-based compensation | (62,042) | (3,936) |
Restructuring and related costs | (2,542) | 0 |
Legal expense | 744 | |
Warrant transaction expense | 326 | |
Sale of export incentives | (760) | |
Loss from operations | (66,303) | (22,252) |
Other expense, net | (23,808) | (16,330) |
Loss before income taxes | (90,111) | (38,582) |
Provision for income taxes | (127) | (323) |
Net loss | (90,238) | (38,905) |
Travel Marketplace | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | 157,473 | 92,038 |
SAAS Platform | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | 2,011 | 1,156 |
Operating Segments | Travel Marketplace | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | 157,473 | 92,038 |
Intersegment revenue | 0 | 0 |
Revenue | 157,473 | 92,038 |
Adjusted EBITDA | 12,451 | (3,745) |
Depreciation and amortization | (11,223) | (12,296) |
Stock-based compensation | (62,042) | (3,936) |
Restructuring and related costs | (2,542) | |
Legal expense | ||
Warrant transaction expense | ||
Sale of export incentives | (760) | |
Loss from operations | ||
Operating Segments | SAAS Platform | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | 2,011 | 1,156 |
Intersegment revenue | 0 | 0 |
Revenue | 2,011 | 1,156 |
Adjusted EBITDA | (570) | (1,710) |
Depreciation and amortization | (547) | (565) |
Stock-based compensation | 0 | 0 |
Restructuring and related costs | 0 | |
Legal expense | ||
Warrant transaction expense | ||
Sale of export incentives | 0 | |
Loss from operations | ||
Corporate | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Third-party revenue | 0 | |
Intersegment revenue | 0 | |
Revenue | 0 | |
Adjusted EBITDA | 0 | |
Depreciation and amortization | 0 | |
Stock-based compensation | 0 | |
Restructuring and related costs | 0 | |
Legal expense | 744 | |
Warrant transaction expense | 326 | |
Sale of export incentives | 0 | |
Loss from operations |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 159,484 | $ 93,194 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 149,781 | 91,432 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 9,703 | $ 1,762 |
SEGMENT INFORMATION - Long-live
SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Long-lived assets | $ 1,658 |
United States | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Long-lived assets | 1,016 |
International | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Long-lived assets | $ 642 |
COMPANY CLASS A COMMON STOCK (D
COMPANY CLASS A COMMON STOCK (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Oct. 24, 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 | |
Temporary equity, par value (in dollars per share) | $ 0.0001 | |||
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 | 12 Months Ended | ||||
Jul. 18, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total unrecognized stock-based compensation expense | $ 0 | |||||
Allocated share based compensation | $ 62,042,000 | $ 3,936,000 | ||||
Number of consecutive trading days | 20 days | 20 days | ||||
Total number of trading days | 30 days | 30 days | ||||
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 | $ 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 | 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 | $ 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 | |||||
Vesting percentage | 100% | |||||
Granted (in shares) | 0 | 42,288,769 | ||||
Total unrecognized stock-based compensation expense | $ 0 | |||||
Incentive units threshold (in dollars per share) | $ 0 | $ 0.03 | $ 0.01 | |||
Allocated share based compensation | $ 1,106,000 | $ 3,936,000 | ||||
Unvested stock units (in shares) | 0 | 10,278,486 | 394,669 | |||
Class D Management Incentive Units | Minimum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Incentive units threshold (in dollars per share) | $ 0.01 | |||||
Class D Management Incentive Units | Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Incentive units threshold (in dollars per share) | $ 0.71 | |||||
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 | $ 578,000 | |||||
Unvested stock units (in shares) | 105,000 | 0 | ||||
Period of recognition for unrecognized stock-based compensation expense | 1 year 2 months 4 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 | $ 3,730,000 | ||||
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 | |||||
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% | |||||
Number of shares issued (in shares) | 0 | |||||
Expiration period | 10 years | |||||
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% | |||||
Number of shares issued (in shares) | 0 | |||||
Expiration period | 10 years | |||||
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-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Assumptions Used to Calculate Grant Date Fair Value (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
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 | $ 0.12 | |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average grant date fair value of units | |||
Forfeited or canceled (dollars per share) | $ 0.004 | $ 0.002 | |
Class D Management Incentive Units | |||
Number of Class D Incentive Units Outstanding | |||
Unvested at the beginning of the period (in shares) | 10,278,486 | 394,669 | |
Granted (in shares) | 0 | 42,288,769 | |
Vested (in shares) | (10,228,486) | (29,036,941) | |
Forfeited or canceled (in shares) | (50,000) | (3,368,011) | |
Unvested at the end of the period (in shares) | 0 | 10,278,486 | 394,669 |
Weighted average grant date fair value of units | |||
Unvested at the beginning of the period (dollars per share) | $ 0.13 | $ 0.003 | |
Granted (dollars per share) | 0 | 0.12 | |
Vested (dollars per share) | 0.127 | 0.130 | |
Unvested at the end of the period (dollars per share) | $ 0 | $ 0.13 | $ 0.003 |
Weighted average remaining contractual life (Years) | |||
Weighted average remaining contractual life (in years) | 2 years | 8 months 1 day | |
Weighted average remaining contractual life, vested (in years) | 2 years 4 months 24 days | ||
Weighted average exercise price | |||
Unvested at the beginning of the period (dollars per share) | $ 0.03 | $ 0.01 | |
Granted (dollars per share) | 0.07 | ||
Vested (dollars per share) | 0.03 | 0.01 | |
Forfeited or canceled (dollars per share) | 0.01 | 0.71 | |
Unvested at the end of the period (dollars per share) | 0 | 0.03 | $ 0.01 |
Class D Management Incentive Units | Minimum | |||
Weighted average grant date fair value of units | |||
Granted (dollars per share) | 0.002 | ||
Weighted average exercise price | |||
Unvested at the end of the period (dollars per share) | 0.01 | ||
Class D Management Incentive Units | Maximum | |||
Weighted average grant date fair value of units | |||
Granted (dollars per share) | $ 0.13 | ||
Weighted average exercise price | |||
Unvested at the end of the period (dollars per share) | $ 0.71 | ||
Restricted Stock Units (RSUs) | |||
Number of Class D Incentive Units Outstanding | |||
Unvested at the beginning of the period (in shares) | 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 | 0 | |
Weighted average grant date fair value of units | |||
Unvested at the beginning of the period (dollars per share) | $ 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 | $ 0 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Allocated share based compensation | $ 62,042 | $ 3,936 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (90,238) | $ (38,905) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 67,368,620 | 60,800,000 |
Weighted average shares outstanding, diluted (in shares) | 67,368,620 | 60,800,000 |
Basic net loss per share (in dollars per share) | $ (1.34) | $ (0.64) |
Diluted net loss per share (in dollars per share) | $ (1.34) | $ (0.64) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 9,212,500 | 0 |
Warrants (Private Warrants and Preferred Financing Warrants) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 1,507,500 | 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related costs | $ 2,542 | $ 0 |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related costs | 2,542 | |
Payments for restructuring | 1,689 | |
Accelerated amortization of right of use assets | $ (853) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 12 Months Ended | ||||||
Mar. 10, 2023 USD ($) $ / shares | Jan. 31, 2023 USD ($) numberOfInstallment company $ / shares shares | Jan. 11, 2023 USD ($) | Jul. 18, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 23, 2019 USD ($) | |
Subsequent Event [Line Items] | |||||||
EBITDA targets | $ (11,881,000) | $ 5,455,000 | |||||
Mondee Group LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares paid | $ 20,336,000 | ||||||
TCW Credit Agreement | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Amount of loan | $ 95,000,000 | ||||||
Minimum aggregate principal amount | 150,000,000 | ||||||
TCW Credit Agreement | Revolving Credit Facility | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Minimum aggregate principal amount | $ 15,000,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of travel companies | company | 4,800 | ||||||
Subsequent Event | Mondee Group LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares paid | $ 2,033,578 | ||||||
Common stock (in dollars per share) | $ / shares | $ 10 | ||||||
Subsequent Event | Silicon Valley Bank | |||||||
Subsequent Event [Line Items] | |||||||
Restricted cash and cash equivalents | $ 250,000 | ||||||
Subsequent Event | Credit Concentration Risk | Cash and Cash Equivalents | |||||||
Subsequent Event [Line Items] | |||||||
Concentration risk percentage | 0.30% | ||||||
Subsequent Event | Orinter Tour & Travel | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration | $ 20,464,000 | ||||||
Cash paid at close | 18,928,000 | ||||||
Escrow Deposit | 1,536,000 | ||||||
Value of shares issued for acquisition | $ 17,264,000 | ||||||
Number of earn out installments | numberOfInstallment | 3 | ||||||
Earn out period (in years) | 3 years | ||||||
Subsequent Event | Orinter Tour & Travel | Earn Out Liability | |||||||
Subsequent Event [Line Items] | |||||||
Earn-out obligation | $ 10,000,000 | ||||||
Subsequent Event | Orinter Tour & Travel | Earn Out Liability | Earn Out Period One | |||||||
Subsequent Event [Line Items] | |||||||
EBITDA targets | 10,500,000 | ||||||
Subsequent Event | Orinter Tour & Travel | Earn Out Liability | Earn Out Period Two | |||||||
Subsequent Event [Line Items] | |||||||
EBITDA targets | 11,500,000 | ||||||
Subsequent Event | Orinter Tour & Travel | Earn Out Liability | Earn Out Period Three | |||||||
Subsequent Event [Line Items] | |||||||
EBITDA targets | $ 12,500,000 | ||||||
Subsequent Event | Orinter Tour & Travel | Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Equity interests issued and issuable, price per share (in dollars per share) | $ / shares | $ 10 | ||||||
Subsequent Event | Orinter Tour & Travel | Common Class A | Period One | |||||||
Subsequent Event [Line Items] | |||||||
Shares maintained in escrow, term (in years) | 1 year | ||||||
Subsequent Event | Orinter Tour & Travel | Common Class A | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares acquired, maintained in escrow (in shares) | shares | 903,202 | ||||||
Shares maintained in escrow, term (in years) | 2 years | ||||||
Subsequent Event | Term Loan | Revolving Credit Facility | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Minimum aggregate principal amount | $ 15,000,000 | ||||||
Subsequent Event | Term Loan A | |||||||
Subsequent Event [Line Items] | |||||||
Amount of loan | 30,000,000 | ||||||
Subsequent Event | Term Loan A | Revolving Credit Facility | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit increase | 20,000,000 | ||||||
EBITDA requirement | 25,000,000 | ||||||
Covenant, minimum draw threshold | 5,000,000 | ||||||
Subsequent Event | Term Loan B | |||||||
Subsequent Event [Line Items] | |||||||
Amount of loan | 137,800,000 | ||||||
Subsequent Event | Wingspire Capital LLC | |||||||
Subsequent Event [Line Items] | |||||||
Amount of loan | $ 15,000,000 |
Uncategorized Items - mond-2022
Label | Element | Value |
Defined Benefit Plan, Plan Assets, Amount | us-gaap_DefinedBenefitPlanFairValueOfPlanAssets | $ 0 |
Defined Benefit Plan, Plan Assets, Amount | us-gaap_DefinedBenefitPlanFairValueOfPlanAssets | $ 0 |