Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 4 | ||
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 | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 422,318,559 | ||
Entity Common Stock, Shares Outstanding | 83,551,705 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2024 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 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Name | Deloitte & Touche LLP | KNAV P.A. |
Auditor Location | Austin, Texas | Atlanta, Georgia |
Auditor Firm ID | 34 | 2983 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 27,994 | $ 78,841 |
Restricted cash and short-term investments | 7,993 | 8,639 |
Accounts receivable, net of allowance of expected credit losses of $5,185, and $4,861 as of December 31, 2023 and 2022, respectively | 116,632 | 21,733 |
Contract assets, net of allowance of expected credit losses of $7 and $750 as of December 31, 2023 and 2022, respectively | 13,228 | 5,794 |
Prepaid expenses and other current assets | 7,250 | 4,673 |
Total current assets | 173,097 | 119,680 |
Property and equipment, net | 17,311 | 11,332 |
Goodwill | 88,056 | 66,420 |
Intangible assets, net | 102,029 | 57,370 |
Amounts receivable from related parties | 43 | 0 |
Operating lease right-of-use assets | 3,232 | 1,384 |
Deferred income taxes | 752 | 237 |
Other non-current assets | 7,871 | 1,674 |
TOTAL ASSETS | 392,391 | 258,097 |
Current liabilities | ||
Deferred underwriting fee | 0 | 500 |
Government loans, current portion | 66 | 72 |
Accrued expenses and other current liabilities | 25,115 | 9,319 |
Earn-out liability, net, current portion | 4,843 | 0 |
Deferred revenue, current portion | 5,686 | 5,828 |
Long-term debt, current portion | 10,828 | 7,514 |
Total current liabilities | 161,569 | 56,995 |
Deferred income taxes | 12,334 | 307 |
Government loans, excluding current portion | 142 | 159 |
Earn-out liability, net, excluding current portion | 4,322 | 0 |
Warrant liability | 137 | 1,293 |
Long-term debt, excluding current portion | 150,679 | 126,882 |
Deferred revenue, excluding current portion | 11,797 | 14,656 |
Operating lease liabilities, excluding current portion | 2,561 | 1,620 |
Other long-term liabilities | 8,073 | 2,713 |
Total liabilities | 351,815 | 204,822 |
Commitments and contingencies (Note 14) | ||
Redeemable Preferred Stock | ||
Series A Preferred stock - 250,000,000 authorized, $0.0001 par value, 96,300 and 85,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively (liquidation preference $110,180 and $87,323 as of December 31, 2023 and 2022, respectively) | 105,804 | 82,597 |
Stockholders' deficit: | ||
Common stock – 500,000,000 Class A and 250,000,000 Class C shares authorized, $0.0001 par value, 83,252,040 and 82,266,160 Class A shares issued and outstanding as of December 31, 2023 and 2022, respectively | 8 | 7 |
Treasury stock - 4,623,532 and 0 shares of Class A Common Stock as of December 31, 2023 and 2022, respectively | (32,088) | 0 |
Shareholder receivable | 0 | (20,336) |
Additional paid-in capital | 306,326 | 271,883 |
Accumulated other comprehensive losses | 1,598 | (621) |
Accumulated deficit | (341,072) | (280,255) |
Total stockholders’ deficit | (65,228) | (29,322) |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | 392,391 | 258,097 |
Nonrelated Party | ||
Current liabilities | ||
Accounts payable and accounts payable to related parties | 114,989 | 33,749 |
Related Party | ||
Current liabilities | ||
Accounts payable and accounts payable to related parties | 42 | 13 |
Note payable to related party | $ 201 | $ 197 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance of expected credit losses | $ 5,185 | $ 4,861 |
Contract assets, allowance of expected credit losses | $ 7 | $ 750 |
Redeemable preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares issued (in shares) | 96,300 | 85,000 |
Redeemable preferred stock outstanding (in shares) | 96,300 | 85,000 |
Redeemable preferred stock, liquidation preference | $ 110,180 | $ 87,323 |
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common Class A | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 83,252,040 | 82,266,160 |
Common shares, shares outstanding (in shares) | 83,252,040 | 82,266,160 |
Treasury stock (in shares) | 4,623,532 | 0 |
Common Class C | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 223,325 | $ 159,484 |
Operating expenses | ||
Sales and marketing expenses | 153,708 | 114,111 |
Personnel expenses, including stock-based compensation of $12,438 and $61,690, respectively | 43,280 | 82,057 |
General and administrative expenses, including non-employee stock-based compensation of $1,349 and $352, respectively | 23,191 | 9,662 |
Information technology expenses | 4,820 | 5,333 |
Provision for credit losses, net | 393 | 312 |
Depreciation and amortization | 16,068 | 11,770 |
Restructuring expense, net | 2,371 | 2,542 |
Total operating expenses | 243,831 | 225,787 |
Operating Income (Loss), Total | (20,506) | (66,303) |
Other income (expense) | ||
Interest income | 1,053 | 637 |
Interest expense | (35,374) | (26,654) |
Gain on extinguishment of PPP loan | 0 | 2,009 |
Changes in fair value of warrant liability | 1,156 | (108) |
Other income (expense), net | (9,677) | 308 |
Total other expense, net | (42,842) | (23,808) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | (63,348) | (90,111) |
Benefit (provision) for income taxes | 2,531 | (127) |
Net loss | (60,817) | (90,238) |
Cumulative dividends allocated to preferred stockholders | (11,557) | 0 |
Net loss attributable to common stockholders | $ (72,374) | $ (90,238) |
Net loss attributable per share to common stockholders | ||
Net loss attributable per share to common stockholders, basic (in dollars per share) | $ (0.94) | $ (1.34) |
Net loss attributable per share to common stockholders, diluted (in dollars per share) | $ (0.94) | $ (1.34) |
Basic and diluted | ||
Basic weighted average shares outstanding (in shares) | 77,213,602 | 67,368,620 |
Diluted weighted average shares outstanding (in shares) | 77,213,602 | 67,368,620 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allocated share based compensation | $ 13,787 | $ 62,042 |
Personnel expenses | ||
Allocated share based compensation | 12,438 | 61,690 |
Non-employee | ||
Allocated share based compensation | $ 1,349 | $ 352 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (60,817) | $ (90,238) |
Other comprehensive loss, net of tax | ||
Gain (loss) on currency translation adjustment | 2,219 | (348) |
Comprehensive loss | $ (58,598) | $ (90,586) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT - USD ($) | Total | LBF Travel Inc | PIPE Financing | Previously Reported | Revision of Prior Period, Adjustment | Class A Common Stock | Class A Common Stock LBF Travel Inc | Class A Common Stock Previously Reported | Class A Common Stock Revision of Prior Period, Adjustment | Treasury Stock | Treasury Stock LBF Travel Inc | 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, 2021 | 0 | |||||||||||||||||||
Preferred Stock, beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||
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 | |||||||||||||||||||
Accrual of dividends and accretion of redeemable series A redeemable preferred stock | $ 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 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 60,800,000 | 1 | 60,799,999 | |||||||||||||||||
Beginning balance at Dec. 31, 2021 | (26,825,000) | $ (26,825,000) | $ 0 | $ 6,000 | $ 0 | $ 6,000 | $ 0 | $ 163,459,000 | $ 163,465,000 | $ (6,000) | $ (273,000) | $ (273,000) | $ (190,017,000) | $ (190,017,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs and acquisitions of Orinter, Interep, Skypass, and Purple Grids (in shares) | 13,947,218 | |||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs and acquisitions of Orinter, Interep, Skypass, and Purple Grids | 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 (Refer to Note 20) (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 placement 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) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 82,266,160 | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (29,322,000) | $ 7,000 | $ 0 | (20,336,000) | 271,883,000 | (621,000) | (280,255,000) | |||||||||||||
Ending balance, treasury stock (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Issuance of redeemable series A preferred stock, net of issuance costs (in shares) | 11,300 | |||||||||||||||||||
Issuance of redeemable Series A Preferred Stock, net of issuance costs | $ 8,887,000 | |||||||||||||||||||
Accrual of dividends and accretion of redeemable series A redeemable preferred stock | $ 14,320,000 | |||||||||||||||||||
Preferred Stock, ending balance (in shares) at Dec. 31, 2023 | 96,300 | |||||||||||||||||||
Preferred Stock, ending balance at Dec. 31, 2023 | $ 105,804,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs and acquisitions of Orinter, Interep, Skypass, and Purple Grids (in shares) | 3,037,405 | |||||||||||||||||||
Issuance of Class A Common Stock upon the reverse recapitalization including PIPE financing, net of transaction costs and acquisitions of Orinter, Interep, Skypass, and Purple Grids | 34,669,000 | $ 1,000 | 34,668,000 | |||||||||||||||||
Issuance of redeemable Series A Preferred Stock, net of issuance costs | 2,157,000 | 2,157,000 | ||||||||||||||||||
Accrual of dividends and accretion of redeemable series A redeemable preferred stock | (14,320,000) | (14,320,000) | ||||||||||||||||||
Settlement of shareholder receivable (in shares) | 2,033,578 | |||||||||||||||||||
Repurchase of public warrants (Refer to Note 4) | $ (20,336,000) | 20,336,000 | ||||||||||||||||||
Issuance of common stock through employee stock plans (in shares) | 737,955 | |||||||||||||||||||
Tax witholding related to vesting of restricted stock units (in shares) | 230,253 | |||||||||||||||||||
Tax withholding related to vesting of restricted stock units | $ (1,945,000) | (1,945,000) | ||||||||||||||||||
Common stock repurchased (in shares) | (2,389,954) | (2,389,954) | 200,000 | 2,389,954 | (200,000) | |||||||||||||||
Common stock repurchased | $ (9,970,000) | $ (1,782,000) | $ (9,970,000) | $ (1,782,000) | ||||||||||||||||
Stock-based compensation | 13,787,000 | 13,787,000 | ||||||||||||||||||
Currency translation adjustments | 2,219,000 | 2,219,000 | ||||||||||||||||||
Net loss | (60,817,000) | (60,817,000) | ||||||||||||||||||
Employee stock purchase plan (in shares) | 30,727 | |||||||||||||||||||
Employee stock purchase plan | 96,000 | 96,000 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 83,252,040 | |||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (65,228,000) | $ 8,000 | $ (32,088,000) | $ 0 | $ 306,326,000 | $ 1,598,000 | $ (341,072,000) | |||||||||||||
Ending balance, treasury stock (in shares) at Dec. 31, 2023 | 4,623,532 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Stockholders' Equity [Abstract] | ||
Dividends accrued (in USD per share) | $ 120.01 | $ 27.33 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (60,817) | $ (90,238) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 16,068 | 11,770 |
Non-cash gain on LBF US divestiture, net | (1,415) | 0 |
Deferred taxes | (3,368) | (437) |
Provision for credit losses, net | 393 | 312 |
Stock-based compensation | 13,787 | 62,042 |
Non-cash lease expense and lease impairment charges | 1,037 | 0 |
Amortization of loan origination fees | 8,846 | 6,563 |
Payment in kind interest expense | 9,363 | 9,036 |
Gain on forgiveness of PPP Loan | 0 | (2,009) |
Gain on termination of lease | (337) | 0 |
Unrealized gain on foreign currency exchange derivatives | (127) | 0 |
Change in the estimated fair value of earn-out consideration and warrants | 1,551 | (489) |
Changes in operating assets and liabilities | ||
Contract assets | (7,020) | (1,859) |
Prepaid expenses and other current assets | 1,804 | (2,085) |
Operating lease right-of-use assets | 0 | 1,846 |
Other non-current assets | (52) | (373) |
Amounts payable to related parties | (18) | (689) |
Accounts payable | 24,657 | 10,554 |
Accrued expenses and other liabilities | 2,070 | (742) |
Deferred revenue | (2,644) | (254) |
Operating lease liabilities | (1,269) | (1,693) |
Net cash used in operating activities | (21,879) | (10,612) |
Cash flows from investing activities | ||
Capital expenditures | (11,747) | (7,267) |
Purchase of restricted short-term investments | 0 | (417) |
Sale of restricted short-term investments | 0 | 262 |
Purchase of short-term investments | (1,303) | 0 |
Maturity of short-term investments | 2,281 | 0 |
Cash paid for acquisitions, net of cash acquired | (23,276) | 0 |
Net cash used in investing activities | (34,045) | (7,422) |
Cash flows from financing activities | ||
Repayment of debt | (6,583) | (45,338) |
Loan origination fee | (2,302) | 0 |
Proceeds from issuance of preferred stock | 11,300 | 85,000 |
Payment of preferred stock issuance cost | 0 | (1,418) |
Proceeds from exercise of common stock warrants | 0 | 1,368 |
Proceeds from Business Combination and issuance of PIPE shares | 0 | 78,548 |
Payment of offering costs for Business Combination | (4,462) | (23,704) |
Payment made on behalf of Mondee Holdings LLC | 0 | (5,241) |
Repurchase of public warrants (Refer to Note 4) | 0 | (7,481) |
Proceeds from borrowings | 17,568 | 0 |
Stock repurchases | (9,970) | 0 |
Payments of tax on vested restricted stock units | (278) | 0 |
Proceeds from issuance of common stock | 96 | 0 |
Net cash provided by financing activities | 5,369 | 81,734 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 17 | (365) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (50,538) | 63,335 |
Cash and cash equivalents and restricted cash at beginning of year | 78,841 | 15,506 |
Cash and cash equivalents and restricted cash at end of year | 34,666 | 78,841 |
Supplemental cash flow information: | ||
Reclassification of restricted short-term investments into restricted cash | 6,363 | 0 |
Cash paid for interest | 17,190 | 10,820 |
Cash paid for income taxes | 263 | 677 |
Cash paid for LBF US transition services | 7,697 | 0 |
Non-cash investing and financing activities | ||
Legacy Mondee shares converted to Mondee Holdings Inc. | 0 | 6 |
Assumption of net liabilities from Business Combination | 0 | 15,002 |
Unpaid offering costs for Business Combination | 365 | 4,656 |
Issuance of common stock warrants | 2,157 | 3,891 |
Conversion of warrant classification | 0 | 536 |
Settlement of related party loan | 0 | (20,336) |
Settlement of shareholder receivable | (20,336) | 0 |
Common control acquisition | 0 | (2,000) |
Stock Issued | 0 | 9,750 |
Property and equipment included in accounts payable | 94 | 0 |
Shares withheld for tax withholding on vesting of restricted stock units | 1,667 | 0 |
Deferred consideration in connection with acquisitions | 2,311 | 0 |
Accrued Series A Preferred Stock dividend | 11,557 | 2,906 |
Interest capitalized for software development | 180 | 0 |
Noncash purchase consideration received for LBF divestiture | 1,282 | 0 |
Unpaid preferred stock offering costs | 256 | 0 |
Unpaid LBF US transition services | 2,709 | 0 |
Net working capital adjustments due from sellers of acquired businesses | 1,027 | 0 |
Orinter Tour & Travel | Common Class A | ||
Non-cash investing and financing activities | ||
Stock Issued | 34,668 | 0 |
Orinter Tour & Travel | Outstanding earn-out shares | ||
Non-cash investing and financing activities | ||
Stock Issued | 7,014 | 0 |
Nonrelated Party | ||
Changes in operating assets and liabilities | ||
Accounts receivable | (24,345) | (11,867) |
Related Party | ||
Changes in operating assets and liabilities | ||
Accounts receivable | $ (43) | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
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. Mondee is a leading travel technology company consisting of a marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors. 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 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 non-assessable share of Class A common stock of the first surviving company (the “First Surviving Company Class A Common Stock”). • All outstanding 12,075,000 public warrants and 337,500 private placement warrants of ITHAX representing the right to purchase one Class A ordinary share were adjusted to represent the right to purchase one share of the Company’s 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’s 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 $2.0 million 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 $41.2 million. • 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 $70.0 million (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’s Class A common stock are currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MOND". |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, and the rules and regulations of the SEC, including the instructions to Regulation S-X. All intercompany transactions and balances are eliminated in consolidation. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may make use specified reduced reporting requirements and is relieved of other significant requirements that are otherwise generally applicable to other public companies. Use of estimates The preparation of the consolidated financial statements and related disclosures in conformity with GAAP 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 fair value of assets acquired and liabilities assumed for business combinations; useful lives of property and equipment; revenue recognition; the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts, the valuation of financial instruments, including the fair value of stock-based awards, warrant liabilities, earn-outs issued in connection with acquisitions, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. Reclassifications The Company reclassified prior period financial statements to conform to the current period presentation. Cash, cash equivalents, restricted cash and short-term investments The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. The Company has restricted cash and short-term investments related to letters of credit intended to secure payments for the potential purchase of airline tickets in the ordinary course of business. We have placed short-term certificates of deposits and investments in money market funds with financial institutions as collateral under these arrangements and accordingly, these balances are presented as restricted cash and short-term investments of $8.0 million and $8.6 million on the consolidated balance sheets as of December 31, 2023, and 2022, respectively. The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets (in thousands): December 31, 2023 2022 Cash and cash equivalents $ 27,994 $ 78,841 Restricted cash presented in restricted cash and short-term investments 6,672 — Total cash, cash equivalents and restricted cash $ 34,666 $ 78,841 Accounts receivable, contract assets and allowance for doubtful accounts As of December 31, 2023, accounts receivable presented on the consolidated balance sheets includes $5.1 million of accounts receivable from our customers, including travel product suppliers, our Global Distribution System (“GDS”) service providers and banks partnered with our Fintech Program and our S oftware-as-a-service (“SaaS”) platform users, $82.6 million of other receivables from financing institutions partnered in the receivables process (refer to further discussions below), and $29.0 million of other receivables from affiliated travel agencies and travelers. Accounts receivable including receivable balances from customers, financial institutions and travel agencies and travelers is recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, the financial institutions, agencies and travelers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers, financial institutions, agencies and travelers, respectively. The provision for estimated credit losses on accounts receivable is recorded to provision for credit losses, net on the consolidated statements of operations. As of December 31, 2023 and 2022, the Company determined the estimated credit losses to be in the amount of $5.2 million and $4.9 million, respectively, which is recorded in accounts receivable, net of allowance on our consolidated balance sheets. The estimated credit losses were primarily due to other receivables from travel agencies and travelers, with the exception of $0.2 million from accounts receivable from customers. In Brazil, the Company partners with financing institutions to allow travelers the possibility of purchasing the travel product of their choice through financing plans established, offered and administrated by such financing institutions. Participating financing institutions bear full risk of fraud, delinquency, or default by travelers placed booking through affiliated travel agencies. When travelers through travel agencies elect to finance their purchases, we receive payments from financing institutions as installments become due regardless of when the traveler makes the scheduled payments. In most cases, we receive payments before travel occurs or during travel, and the period between completion of booking and receipt of scheduled payments is less than one year. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. In partnering with the financing institutions, the Company has the option to collect pay ments upfront or receive in installments as they become due. Fees paid to financing institutions for payments received in installments are recorded within sales and marketing expenses, as such expenses are associated with the collection of other receivables due from travelers and travel agencies. Financing fees associated with upfront payments are recorded within interest expense, as the Company pay additional fees to financing institutions as compared to the collection on the scheduled installments. During the year ended December 31, 2023, the Company incurred upfront payment collection fees of $3.4 million which represents 8% of the total other expense, net on the consolidated statements of operations. The Company did not incur upfront payment collection fees in the year ended December 31, 2022. Contract assets represent unbilled and accrued incentive revenues from our customers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses on contract assets is recorded to provision for credit losses, net on the consolidated statements of operations. As of December 31, 2023, expected credit losses identified in our contract assets with customers were determined to not be material. As of December 31, 2022, expected credit losses identified in our contract assets with customers were determined to be $0.8 million. During the year ended December 31, 2023, the Company recorded a loss of $0.4 million to provision for credit losses, net, due to provision charged to earnings of $1.2 million, offset by the revision of estimates of expected credit losses on accounts receivables and contract assets of $0.8 million. 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 and purchased 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 within capitalized software, and are generally amortized from 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 frequently 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 measure the fair value of our indefinite-lived intangible assets, which consist of trade names, 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. Useful Lives Trade name with definite life 15 – 20 years Customer relationships 5 – 15 years Supplier relationships 15 years Developed technology 5 – 10 years Assembled workforce 3 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 business combinations include earn-out consideration as part of the purchase price that are liability-classified. 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 techniques. 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. Asset Acquisition When substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction is accounted for as an asset acquisition. The Company accounts for asset acquisitions pursuant to a cost accumulation and allocation method. Under this method, the cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the identifiable assets acquired on a relative fair value basis. 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 up 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. Leases 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 “Accrued expenses and other current liabilities” and “Operating lease liabilities, excluding current portion” 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 prepaid lease payments and incentives received before lease commencement. 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 estimated 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. 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 from Travel Marketplace The majority of our revenues are generated from Travel Transaction Revenues by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. In addition, we generate Fintech Program Revenues which are commission revenues from banks and financial institutions based on the travel booking spend processed through fintech programs partnered with our platform. We have determined the nature of our promise is to arrange for travel services to be provided by travel suppliers, and are therefore an agent in the transaction, whereby we record as revenue the net commission we receive in exchange for our travel reservation services. In these transactions, the travel supplier is determined to be our customer. Travel suppliers primarily consist of GDS service providers, airline companies, hotel companies, tour service providers, and car rental companies. Our revenue is earned through mark-up fees, commissions and incentives, and is recorded net of estimated cancellation and refunds. We earn mark-up fees and certain commissions at ticketing, as our performance obligation is satisfied upon issuance of the ticket or reservation details to the traveler. We also earn certain commissions and incentives per booking when the underlying trip is taken by traveler. Our Travel Transaction Revenues are all priced on a booking basis, where the commission and incentive rates could be flat fees or tiered fixed percentages and are subject to frequent modifications in a dynamic market. From time to time, the Company issues credits or refunds to the traveler in the event of cancellations. At the point in time when a travel booking service is performed and the Company’s single performance obligation has been fulfilled, the Company makes an estimate for variable consideration based on cumulative booking, which is calculated per applicable pricing tier. Additionally, when the same travel booking is processed, the Company makes an estimate for variable consideration for the traveler taking the trip, to the extent that there is a risk of significant reversal constraining the variable consideration, until the trip is taken, since the occurrence of the trip is influenced by outside factors, such as the actions of travelers and weather conditions. Within our Travel Transaction Revenues, payments due from our customers vary from a monthly basis to an annual basis attributable to: a) mark-up fees and certain commissions are received when booking services are performed; b) certain commissions and incentives earned per booking or based on cumulative booking performance due based on the specific billing terms with our customers. The majority of our arrangements with customers have similar terms and conditions within the travel industry, and in general there are short-term variations in billings and collections that are realized within a year. We recognize Fintech Program Revenues at a point in time when the payment of the trip booked by traveler is settled through the fintech program partnered with the Company. Revenue from S oftware-as-a-service (“SaaS”) platform To a lesser extent, we also generate revenues by entering into subscription contracts for access to our travel management offerings. These revenues are reflected within our SaaS platform segment. Under these contracts, payment is collected upfront when the customer signs up to use the platform. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The Company earns variable consideration in the form of a booking fee for each instance a traveler books a trip on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied. Refer to See Note 11 — Revenue for disaggregation of revenue by segment, by stream including underlying travel product and service type, and by sales channel. Sales and marketing expenses Sales and marketing expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) advertising and affiliate marketing costs; (3) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (4) customer relations costs; and (5) customer chargeback provisions. 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 $5.9 million and $18.6 million during the years ended December 31, 2023, and 2022, 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. Sales Tax and Indirect Taxes The Company is subject to certain indirect taxes in certain jurisdictions including but not limited to sales tax, value added tax, excise tax and other taxes we collect concurrent with revenue-producing activities that are excluded from the net revenues we recognize. 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 as interest expense. 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 $8.8 million, and $6.6 million for the years ended December 31, 2023, and 2022, respectively. Stock-based compensation 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’s 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. See Note 20—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 stockholders’ 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 reporting period are translated at the closing rates as of the reporting period. Gains or losses, if any, on account of exchange difference either on settlement or remeasurement are recognized in the 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 M |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION 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 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 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. Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $62.2 million. 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 (in thousands): 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. __________ 1 The number of Legacy Mondee shares was determined from the 1 Mondee Holdings II, Inc. Class A Common Stock outstanding immediately prior to the closing of the Business Combination, converted at the Exchange Ratio of 60,800,000 In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $28.4 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $28.4 million, $14.8 million was incurred by Mondee and $13.6 million was incurred by ITHAX. For the years ended December 31, 2023, and 2022, the Company made cash payments totaling $4.5 million and $23.7 million, respectively, for transaction costs incurred by both Mondee and ITHAX. As of December 31, 2023, $0.3 million of transaction costs were attributable to the issuance of private placement 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 with Metaminds Technologies Pvt. Ltd., (“Metaminds Technologies”), Prasad Gundumogula and Madhuri Pasam, and Mondee Group, LLC (“Mondee Group”) where the Company acquired the assets and liabilities of Metaminds Technologies for a purchase consideration of $2.0 million. Gundumogula owns all of the equity interests of Mondee Group, while Gundumogula and Pasam, who are married to one another, both own Metaminds Technologies. 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 Technologies, while Gundumogula is the sole equity owner of Mondee Group. Gundumogula is also the CEO of the Company, and at the time of the transaction owned approximately 83% of outstanding Class A Common Stock of Mondee. As such, Metaminds Technologies 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 $20.3 million and agreed consideration for the assets of Metaminds Technologies totaling $2.0 million. Consistent with SAB Topic 4E, the Company recorded such right to receive the Company Class A Common Stock as a reduction to stockholders' deficit. The agreed consideration was reflected as a deemed dividend within stockholders' deficit. The asset purchase was accounted as an asset acquisition, as Metaminds Technologies is not considered a business in accordance with the guidance in ASC 805, Business Combinations |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS As of December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500 $ 11.50 7/18/2022 7/18/2027 Preferred Stock 1,275,000 $ 7.50 10/17/2023 9/29/2027 Preferred Stock 169,500 $ 7.50 12/14/2023 9/29/2027 Total 1,677,000 Public and Private Warrants On consummation of the Business Combination, 12,075,000 public warrants and 337,500 private placement warrants for ITHAX common stock converted into public and private placement warrants of Mondee’s Class A Common Stock. These warrants have an exercise price per share of $11.50. The public and private placement warrants that remain unexercised will expire on July 18, 2027, or earlier upon redemption or liquidation. Public warrants may be redeemed, in whole and not in part, when the last reported sales price of the Company’s Class A common stock exceeds $18.00 per share 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 public warrant holders (the “Reference Value”). If the Reference Value exceeds $18.00 per share, public warrants are redeemable at $0.01 per warrant upon not less than 30 days’ prior written notice of redemption to each warrant holder. The private placement warrants have terms and provisions that are identical to those of the public warrants. However, the private placement warrants are not redeemable by the Company as long as they are held by ITHAX Acquisition Sponsor LLC (the “Sponsor”) or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by Mondee in all redemption scenarios, and exercisable by the holders on the same basis as the public warrants. At the time of the closing of the Business Combination on July 18, 2022, the Company determined that the public warrants and are considered indexed to the Company’s stock and meet the requirements for equity classification under ASC 480 and ASC 815. As long as the public warrants continue to be classified as equity, subsequent changes in fair value are not recognized. The private placement 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, 2023. The private placement warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder, which precludes the warrants from being considered indexed to the Company’s equity. During September 2022, a holder of private placement warrants converted 105,000 private placement warrants to public warrants. The Company estimated the fair value of private placement warrants on a recurring basis at the respective dates using the Black-Scholes option valuation model. The inputs to the Black-Scholes option valuation model are based on the estimated fair value of the underlying shares of the Company’s Class A Common Stock at the 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’s Class A Common Stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Company recognized a gain of $1.2 million and a loss of $0.1 million related to the change in fair value of the private placement warrants during the years ended December 31, 2023 and 2022, recorded as changes in fair value of warrant liability within the consolidated statements of operations. See Note 5 — Fair Value Measurement for further detail on inputs used in fair valuing the private placement warrants. For the year ended December 31, 2022, 118,942 public warrants were exercised, generating proceeds of $1.4 million. Tender offer On September 16, 2022, the Company announced a tender offer for all of its outstanding public and private placement warrants at $0.65 per warrant in cash. The offer expired on October 17, 2022 with 10,741,390 public warrants being tendered. The remaining 1,319,653 public warrants were redeemed in cash at a rate of $0.01 per warrant. The gross cash paid was approximately $7.5 million, including incremental direct cost of $0.5 million to acquire the public 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, 2023 and 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 85,000 shares of Series A Preferred Stock, the Company issued warrants for shares of the Company’s Class A Common Stock. The Company issued five-year warrants to buy an aggregate total of 1,275,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share with an exercise price of $11.50 per share. The warrant may be exercised at the earlier of September 29, 2027 or the liquidation of the Company. Each outstanding warrant not exercised on or before the expiration date will become void. The warrants are not subject to restrictions on transfers and each holder is permitted to transfer the warrants. The warrants can be exercised on a cashless basis at the option of the holder. The warrants had a grant-date fair value of $3.07 at issuance and are fully vested. The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants as of September 29, 2022: September 29, 2022 Fair value of Class A Common Stock $ 9.13 Selected volatility 40.00 % Risk-free interest rate 3.98 % Contractual terms (years) 5.00 The Company recorded the warrants as a component of equity as they are indexed to the shares of the Company’s Class A Common Stock. As a result of the preferred financing in October 17, and December 14, 2023, these warrants for 1,275,000 shares of the Company’s Class A Common Stock were surrendered in exchange for the warrants discussed below. On October 17, and December 14, 2023, in connection with the sale of 11,300 shares of Series A-3 Preferred Stock, the Company issued warrants for shares of the Company’s Class A Common Stock. The Company issued warrants to buy an aggregate of 1,444,500 shares of the Company’s Class A common Stock, par value $0.0001 per share with an exercise price of $7.50 per share. The warrants may be exercised at the earlier of September 29, 2027 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 warrants can be exercised on a cashless basis at the option of the holder. The warrants had a weighted-average grant-date fair value of $2.38 at issuance and are fully vested. These warrants were issued in replacement of surrendered 1,275,000 warrants discussed above, and therefore only the incremental value associated with the newly issued warrants of $1.49 on a per share basis were recognized as issuance costs. The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants as of the respective issuance dates: October 17, and December 14, 2023 Fair value of Class A Common Stock $1.02 - $2.56 Selected volatility 73.00 % Risk-free interest rate 4.00% - 4.94% Contractual terms (years) 3.79 - 3.95 The Company recorded the warrants as a component of equity as they are indexed to the shares of the Company’s Class A Common Stock. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands): December 31, 2023 Liabilities Level 1 Level 2 Level 3 Total Foreign currency exchange derivatives (1) $ — $ 300 $ — $ 300 Private placement warrant liability (2) — — 137 137 Orinter earn-out consideration (3) — — 6,540 6,540 Consolid earn-out consideration (4) — — 780 780 Interep earn-out consideration (5) — — 2,240 2,240 Skypass earn-out consideration (6) — — 161 161 Total liabilities $ — $ 300 $ 9,858 $ 10,158 December 31, 2022 Liabilities Level 1 Level 2 Level 3 Total Private placement warrant liability (2) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) The Company uses foreign currency forward contracts with maturities of up to nine months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the consolidated balance sheet at fair value within accrued expenses and other current liabilities. (2) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of December 31, 2023, the Company had 232,500 private placement warrants outstanding. (3) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million in aggregate at the end of fiscal years 2023 through 2025. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (4) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1.0 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets for the trailing 12 months ending May 12, 2024 and the year ended December 31, 2024. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (5) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3.0 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay 2.5% on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. Short-Term Financial Assets and Liabilities The carrying values of the Company’s short-term financial assets and liabilities including cash, cash equivalents, restricted cash and short-term investments, accounts receivable, accounts payable, deferred underwriting fees, and accrued expenses approximated their fair values as of December 31, 2023 and 2022, due to their short-term nature. The Company’s restricted cash and short-term investments comprise of cash and certificate of deposits held at banks. All of the Company’s outstanding debt are recorded on an amortized cost basis. Foreign Currency Exchange Derivatives The notional amount of the foreign currency exchange derivatives outstanding as of December 31, 2023 is $9.6 million. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The changes in fair value of the foreign currency exchange derivatives are recorded in other income (expense), net in the consolidated statement of operations. For the year ended December 31, 2023 the Company recorded loss of $0.1 million, in other income (expense), net. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (level 3) (in thousands): Year Ended 2023 2022 Balance, beginning of year $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter 3,060 — Additions of earn-out consideration with the acquisition of Interep 1,700 — Additions of earn-out consideration with the acquisition of Consolid 1,820 — Additions of earn-out consideration with the acquisition of Skypass 434 — Change in the estimated fair value of earn-out consideration 2,707 (597) Balance, end of the year $ 9,721 $ — The earn-out consideration represents the fair values of contingent consideration in connection with the Company’s acquisitions. See Note 7 — Acquisitions and Divestitures for further detail. The earn-out considerations are fair valued using the Monte Carlo Method and are Level 3 measurements 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 the earn-out liability. The valuation model utilized the following inputs for the valuation of the earn-out liabilities as of December 31, 2023: Orinter Interep Consolid Skypass Cost of equity 28.0% 32.0% 28.0% 25.5% EBITDA volatility 66.0% 66.0% 74.0% 59.0% Equity volatility 87.0% 87.0% 97.0% 78.0% Required metric risk premium 21.0% 24.5% 21.5% 19.5% Risk-neutral adjustment factor 0.75 - 1.00 0.72 - 1.00 0.91 - 0.97 0.69 - 0.98 The earn-out consideration is recorded in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. The Company recognized a loss of $2.7 million and a gain of $0.6 million for the remeasurement of the earn-out liabilities during the year ended December 31, 2023 and 2022, respectively, recorded as general and administrative expenses within the consolidated statements of operations. Private placement warrant liability Fair value of the warrant liability is as follows (in thousands): Year Ended 2023 2022 Balance, beginning of the year 1,293 — Private placement warrants recognized upon closing of reverse recapitalization — 1,721 Transfer of private placement warrants to public warrants — (536) Change in the estimated fair value of private placement warrants (1,156) 108 Balance, end of the year $ 137 $ 1,293 The private placement warrant liability is fair valued using the Black-Scholes option-pricing model. The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of December 31, 2023 and 2022: December 31, 2023 2022 Stock price $2.76 $10.88 Expected term (in years) 3.6 4.6 Expected volatility 73.0% 60% Risk-free rate 4.0% 4.1% Dividend yield —% —% Changes to the unobservable inputs do not have a material impact on the Company’s consolidated financial statements. The Company recognized a gain of $1.2 million and a loss of $0.1 million during the years ended December 31, 2023 and 2022, respectively, recorded in changes in fair value of warrant liability within the consolidated statements of operations. 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, 2023 and 2022. 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 asset 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 asset is measured at fair value when such triggering events occur. For the years ended December 31, 2023 and 2022 the Company did not record any impairment charges on non-financial assets. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized and purchased software $ 44,078 $ 32,283 Computer equipment 1,079 912 Furniture and office equipment 288 332 Leasehold improvements 194 14 Capitalized software development in process 4,148 4,107 Total property and equipment 49,787 37,648 Less: accumulated depreciation and amortization (32,476) (26,316) Total property and equipment, net $ 17,311 $ 11,332 Depreciation and amortization expense was $6.5 million and $5.4 million for the years ended December 31, 2023, and 2022, respectively. Capitalized software development costs during the years ended December 31, 2023, and 2022 was $11.9 million and $7.4 million, respectively. |
ACQUISITIONS AND DIVESTURES
ACQUISITIONS AND DIVESTURES | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DIVESTURES | ACQUISITIONS AND DIVESTITURES Orinter Acquisition On January 31, 2023 (the “Orinter Closing Date”), the Company acquired all of the outstanding equity interests in Orinter Tour & Travel, S.A. (“Orinter”) from OTT Holding Ltd (the “Orinter Sellers”) (such transaction referred to as the “Orinter Acquisition”). Orinter is a high-growth and leading travel provider that currently serves a multitude of travel companies, with a strong presence in Brazil and Latin America. 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. The acquisition date fair value of consideration transferred for Orinter is as follows (in thousands): Cash consideration (i) $ 21,085 Issuance of Class A Common Stock (ii) 16,037 Fair value of earn-out consideration (iii) 3,060 Total purchase price consideration $ 40,182 (i) Cash consideration of $20.0 million paid and $1.5 million holdback consideration transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. The Company intends to claw back the net working capital adjustment of $0.5 million against the holdback consideration, and recorded this clawback amount in prepaid expenses and other current assets on the consolidated balance sheet. (ii) Issuance of 1,726,405 shares of common stock to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Orinter Closing Date, and (b) 823,203 shares after a period of 24 months from the Orinter Closing Date. (iii) The purchase consideration includes an earn-out obligation of $10.0 million (paid in equal installments over 3 years) contingent on Orinter meeting certain EBITDA targets for the years ended December 31, 2024, 2025 and 2026, respectively. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 624 Accounts receivable 39,960 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 14,524 Operating lease right-of-use-assets 172 Indemnification asset 2,651 Intangible assets 29,650 Fair value of assets acquired 89,364 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Indemnification liability 2,651 Deferred tax liability 8,748 Fair value of liabilities assumed 49,182 Total purchase consideration $ 40,182 Goodwill The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributable to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is not amortizable for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized but is subject to an annual review for impairment. Identifiable Intangible Assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (fair value in thousands): Useful life (years) Fair value Customer relationships 11 $ 22,000 Trade names 15 7,650 Total acquired intangibles $ 29,650 Since the acquisition, Orinter was included in the Company’s travel marketplace segment. For the year ended December 31, 2023, the Company recorded $0.4 million of acquisition costs related to the Orinter Acquisition in general and administrative expenses on the consolidated statements of operations. The amounts of revenue and pretax net income of Orinter included in the Company’s consolidated statement of operations from the Orinter Closing Date to December 31, 2023 were $63.7 million and $11.7 million, respectively. Indemnification asset and liability The Company recorded an indemnification asset and corresponding liability of $2.7 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Orinter’s pre-acquisition activities, for which we are indemnified by Orinter Sellers. Interep Acquisition On May 12, 2023 (the “Interep Closing Date”), the Company acquired all of the outstanding stock of Interep Representações Viagens E Turismo S.A. (“Interep”, such transaction referred to as the “Interep Acquisition”). Interep is a Brazilian travel operator that focuses on the upscale segment of the travel market. This acquisition further expands the Company’s geographical footprint in Latin America, enhance its product offerings and provide a complementary distribution network to that of Orinter, given Interep’s focus on the luxury market. The acquisition date fair value of consideration transferred for Interep is as follows (in thousands): Cash consideration (i) (ii) $ 4,633 Issuance of Class A Common Stock (iii) 3,097 Other consideration - travel credit (iv) 50 Fair value of earn-out consideration (v) 1,700 Total purchase consideration $ 9,480 In connection with the acquisition, the Company agreed to pay total consideration of (i) $4.0 million on the Interep Closing Date, (ii) a deferred payment of $0.7 million paid over 36 installments, (iii) 411,000 shares of Company Class A Common Stock, (iv) $0.1 million in travel credits, and (v) an earn-out component up to an aggregate of $3.0 million contingent on Interep meeting certain adjusted EBITDA targets by the end of fiscal year 2025. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Interep Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to determine the acquired assets and liabilities, including the customer deposit liability balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Interep Closing Date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 2,925 Accounts receivable 21,989 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403 Indemnification asset 1,844 Intangible assets 7,570 Fair value of assets acquired 37,547 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Indemnification liability 1,844 Deferred tax liability 2,072 Fair value of liabilities assumed 28,067 Total purchase consideration $ 9,480 The Company recorded $5.2 million for customer relationships with an estimated useful life of 7.5 years, and $2.3 million for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is not amortizable for income tax purposes. The Company recorded an indemnification asset and corresponding liability of $1.8 million for the outcome of a contingency from tax liabilities related to employment and other taxes with respect to Interep’s pre-acquisition activities, for which we are indemnified by Interep sellers. For the year ended December 31, 2023, the Company recorded $0.1 million of acquisition costs related to the Interep Acquisition in general and administrative expenses in the consolidated statements of operations. The amounts of revenue and pretax net income of Interep included in the Company’s consolidated statement of operations from the Interep Closing Date to December 31, 2023 were $18.3 million and $2.3 million, respectively. Consolid Acquisition On May 12, 2023 (the “Consolid Closing Date”), the Company acquired all of the outstanding stock in Consolid Mexico Holding, S.A. P.I. de C.V. (“Consolid”) (such transaction referred to as the “Consolid Acquisition”). Consolid is a high-growth, leading travel provider based in Mexico with the main objective of generating higher income for travel agencies in Mexico and around the world through first-class technological tools with products and services. Through this acquisition, the Company expands its geographic footprint in Mexico’s domestic and outbound travel market, as well as in other areas of Latin America. The acquisition date fair value of consideration transferred for Consolid is as follows (in thousands): Amount Cash consideration $ 3,406 Fair value of earn-out consideration 1,820 Total purchase consideration $ 5,226 In connection with the Consolid Acquisition, the Company agreed to pay cash consideration of $3.4 million and an earn-out component up to an aggregate of $1.0 million in cash and 400,000 shares of the Company’s Class A Common Stock, contingent on Consolid meeting certain adjusted EBITDA targets for the trailing 12 months ending May 12, 2024 and the year ended December 31, 2024. The Company intends to claw back the net working capital adjustment of $0.6 million against future earn-out payments, and therefore, the $0.6 million is recorded net against the fair value of the earn-out liability on the consolidated balance sheet since these amounts have the right to offset. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 690 Property and equipment 90 Goodwill 1,662 Operating lease right-of-use-assets 143 Intangible assets 1,174 Other non-current assets 41 Fair value of assets acquired 12,655 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,534 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,429 Total purchase consideration $ 5,226 The intangible assets acquired include customer relationships with a fair value of $0.7 million and an estimated useful life of 8.5 years, as well as trade names with a fair value of $0.5 million and an estimated useful life of 15 years. The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid Acquisition. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is not deductible for income tax purposes. For the year ended December 31, 2023, the Company recorded $0.3 million of acquisition costs related to the Consolid Acquisition in general and administrative expenses in the consolidated statements of operations. The amounts of revenue and pretax net income of Consolid included in the Company’s consolidated statement of operations from the Consolid Closing Date to December 31, 2023 were $5.7 million and $1.2 million respectively. Skypass Acquisition On August 12, 2023 (the “Skypass Closing Date”), the Company executed the Share Purchase Agreement to purchase all of the outstanding shares of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, “Skypass”) (such transaction referred to as the “Skypass Acquisition”). Skypass is an international travel operator specializing in national and international air travel and hotel bookings primarily for travelers and employees associated with international corporations. The Skypass Acquisition allows the Company to expand its reach in the cruise and holiday packages travel sectors. The acquisition date fair value of consideration transferred for Skypass is as follows (in thousands): Amount Cash consideration (i) $ 3,214 Issuance of Class A Common Stock at Closing (ii) 5,320 Deferred stock consideration (iii) 1,584 Fair value of earn-out consideration (iv) 434 Total purchase price consideration $ 10,552 In connection with the acquisition, the Company agreed to pay total consideration of (i) $3.0 million on the Skypass Closing Date, with an adjustment for working capital, (ii) 900,000 shares of the Company’s Class A Common Stock on the Skypass Closing Date, (iii) 100,000 shares of the Company’s Class A Common Stock within 60 days after each of the first, second and third anniversaries of the Skypass Closing Date, and (iv) an earn-out component up to an aggregate of 1,800,000 shares of Company Class A Common Stock over a four year period contingent on Skypass meeting certain adjusted EBITDA growth targets. In the event the EBITDA target is exceeded, the Company is required to pay additional shares of 2.5% on excess of the EBITDA target. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to finalize the acquired assets and liabilities, including accounts receivables balance, tax liabilities and other attributes. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Skypass Closing Date. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 1,746 Accounts receivable 2,797 Prepaid expenses and other current assets 25 Goodwill 4,009 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 13,718 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,100 Fair value of liabilities assumed 3,166 Total purchase consideration $ 10,552 The intangible assets acquired include customer relationships with a fair value of $3.4 million and an estimated useful life of 8.4 years, as well as trade names with a fair value of $0.8 million and an estimated useful life of 15 years. The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass Acquisition. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is not deductible for income tax purposes. For the year ended December 31, 2023, the Company recorded $0.2 million of acquisition costs related to the Skypass Acquisition in general and administrative expenses in the consolidated statements of operations. The Company has included the financial results of Skypass in its consolidated financial statements from the Skypass Closing Date to December 31, 2023, which have not been material to date. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the consolidated statements of operations. Purple Grids Acquisition On November 13, 2023 (the “Purple Grids Closing Date”), the Company completed the acquisition of Purple Grids, Inc., a company focused on combining open AI with business intelligence and Robotic Process Automation (“RPA”) to automate customer experiences ( such transaction referred to as the “Purple Grids Acquisition”). The acquisition was accounted for as an asset acquisition. The purchase of Purple Grids was $8.7 million, which primarily consisted of $5.5 million in shares of the Company’s Class A Common Stock and an earn-out component of $3.2 million contingent on the achievement of certain revenue and stock price targets. The earn-out consideration is equity-classified in accordance with ASC 815 as it was concluded to be indexed to the Company’s stock. The fair value of the earn-out consideration is estimated as of the acquisition date based on our estimates and assumptions utilizing the Monte Carlo simulation method. As part of the asset acquisition, the Company recorded $10.9 million for developed technology and $0.5 million for assembled workforce with estimated useful lives of seven years and three years, respectively, and assumed $3.1 million in deferred tax liabilities. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, "LBF US") for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.8 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.3 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 ("2019 Acquisition") and operated within the travel marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a net gain of $1.3 million, which was recorded in other income (expense). Additionally, the Company agreed to provide certain short-term transition services to support the divested business through the third quarter of 2023, which was subsequently amended to extend through January 2024. The Company incurred $10.4 million of transition service costs for the year ended December 31, 2023, which was recorded in other income (expense), net. As of December 31, 2023, the Company has paid $7.7 million towards the LBF US transition services, and have a remaining amount of $2.7 million unpaid. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the travel marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the business combinations with Orinter, Interep, Consolid and (ii) the divestiture of LBF US were consummated on January 1, 2022 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter, Interep, and Consolid Acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of Skypass Acquisition due to its insignificant impact to the Company's consolidated operation results. Year Ended December 31, (in thousands) 2023 2022 Revenues, net $232,983 $191,885 Net loss (43,715) (75,193) |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands): December 31, 2023 2022 Goodwill $ 88,056 $ 66,420 Intangible assets with indefinite lives 10,653 12,028 Intangible assets with definitive lives, net 91,376 45,342 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 the years ended December 31, 2023 and 2022, there were no impairments of goodwill or intangible assets. Goodwill. The following table presents the changes in goodwill by reportable units (in thousands): Travel Marketplace SAAS Platform Total 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 Additions (Note 7 - Acquisitions and Divestitures) 22,598 — 22,598 Divestiture of LBF US (Note 7 - Acquisitions and Divestitures) (1,678) — (1,678) Foreign currency translation impact 716 — 716 Balance as of December 31, 2023 $ 80,635 $ 7,421 $ 88,056 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 2019. Definite life Intangible assets, net consisted of the following as of December 31, 2023 (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.12 $ 93,139 (36,454) 56,685 Trade name 12.62 21,265 (6,408) 14,857 Supplier relationships 10.98 5,767 (1,538) 4,229 Developed technology 6.57 18,402 (3,276) 15,126 Assembled workforce 2.87 501 (22) 479 Balances as of December 31, 2023 $ 139,074 (47,698) 91,376 Definite life Intangible assets, net consisted of the following as of December 31, 2022 (in thousands): 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 Supplier relationships 12.00 5,767 (1,153) 4,614 Developed technology 6.19 7,220 (2,267) 4,953 Balances as of December 31, 2022 $ 83,345 (38,003) 45,342 Amortization expense for intangible assets was $9.5 million and $6.3 million for the years ended December 31, 2023 and 2022, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows (in thousands): For the years ended December 31, 2024 $ 11,986 2025 11,812 2026 11,442 2027 11,297 2028 11,297 Thereafter 33,542 $ 91,376 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands): December 31, 2023 2022 Accrued expenses $ 8,149 $ 3,314 Provision for chargebacks 148 377 Accrued compensation and benefits 7,209 1,374 Accrued travel agent incentives 3,942 3,458 Customer deposits 4,127 — Current portion of operating lease liabilities 1,133 796 Other current liabilities 407 — $ 25,115 $ 9,319 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Paycheck Protection Program Loan (“PPP Loan”) In 2021, the Company received an aggregate of $3.6 million in loans pursuant to the Paycheck Protection Program (“PPP”) based on qualified spending, decreased quarterly revenue, and other factors. The Company received full forgiveness on $1.6 million of the PPP loan in November 2021, and the remaining $2.0 million balance in May 2022, which was recorded as a gain on forgiveness of the loan in the respective years. Term Loan On December 23, 2019 , the Company, entered into a financing agreement with TCW for a $150.0 million term loan (the “Term Loan”) with a maturity date of December 23, 2024. Additionally, on the same day, the Company entered into a revolving credit facility (“TCW LOC”) with an aggregate principal amount not exceeding $15.0 million. The line of credit will terminate on December 23, 2024 and undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed by the Company and are secured by substantially all of the assets of the Company. No amounts on the revolving credit facility have been drawn down as of December 31, 2023 and 2022, respectively. The Term Loan has a stated interest rate of SOFR plus a specified premium (“Applicable Margin”) that ranges from 7.00% to 10.50% in accordance to the financing agreement. For the year ended December 31, 2023, the stated interest rate under the TCW Term Loan was SOFR + 8.50% and for the year ended December 31, 2022, the stated interest rate was based on SOFR with an Applicable Margin ranging from 8.50% to 10.50%. On June 22, 2021, the Company entered into a fourth amendment to the Term Loan, which specifies that if Company does not secure $25.0 million 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 $1.8 million, which was paid in kind (“PIK”) and added to the outstanding principal balance. On December 31, 2021, the Company entered into a fifth amendment to the Term Loan 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 Term Loan, 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 Term Loan, pursuant to which, among other things, TCW consented to reduce the amount of the loan required to be prepaid at closing to $40.0 million ("SPAC Prepayment"). On July 18, 2022, the consummation of the Business Combination occurred which resulted in the following: a) SPAC Prepayment of $40.0 million b) SPAC Prepayment Fee of $1.2 million c) 3,000,000 Class G Units of the Mondee Stockholder issued at a per share price of $3.25 On October 24, 2022, the Company executed an eighth amendment to the Term Loan, 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. On January 11, 2023, the Company executed a ninth Amendment to the Term Loan (the “Ninth Agreement”), wherein Wingspire Capital LLC (“Wingspire”) became a party to the to the Term Loan. The amendment resulted in the redesignation of $15.0 million under the Term Loan from other lenders to Wingspire (the “TCW Term Loan”). Concurrently, Wingspire funded an additional $15.0 million on top of the already outstanding Term Loan (the “Wingspire Term Loan”), with a total of $30.0 million contributed by Wingspire as part of this amendment. Further, pursuant to the ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15.0 million. Both the TCW Term Loan and Wingspire Term Loan are referenced herein as the Term Loan. Until January 11, 2024, the Company has the option to increase the Term Loan by $20.0 million under two conditions: (i) the Company must have a trailing 12-month EBITDA of at least $25.0 million; and (ii) the Company must draw in increments of at least $5.0 million. The Company did not exercise the option to increase the Wingspire Term Loan. On January 31, 2023, the Company executed a tenth amendment to the Term Loan. The tenth amendment (1) set forth the terms on which we could acquire Orinter, pursuant to the Orinter Purchase Agreement, among us, Mondee Brazil, LLC, a Delaware limited liability company (“Mondee Brazil”), OTT Holdings Ltda. (“OTT Holdings”), Orinter, and the other parties named therein; (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. On October 13, 2023, the Company executed an eleventh amendment to the Term Loan (the “Eleventh Amendment”). The Eleventh Amendment (1) provided consent to the Company’s acquisitions of Interep, Consolid and Skypass; (2) required that the Company pledge 100% of the equity interests of Interep, Consolid and Skypass, and certain other subsidiaries; (3) specifies that certain leverage ratios, minimum unadjusted EBITDA and fixed charge coverage ratio covenants shall not be measured through the term of the TCW Agreement; (4) sets forth certain qualified cash requirements; (5) adds as an event of default the failure of the Company to achieve certain refinancing milestones; (6) provides that the revolving credit commitment shall be uncommitted and discretionary in nature; and (7) provides for the payment of certain fees. On November 2, 2023, the Company entered into a waiver with TCW Asset Management Company, Wingspire Capital LLC regarding the Term Loan which waived certain mandatory prepayment obligations of the Company. For the year ended December 31, 2023, the stated interest rate under the TCW Term Loan was SOFR + 8.50% and for the year ended December 31, 2022, the stated interest rate was SOFR with an Applicable Margin ranging from 8.50% to 10.50%. In addition to the stated rate of interest on the Term Loan pursuant to which interest payments were calculated, debt issuance costs and debt discounts on the Term Loan are amortized over the term of the borrowing arrangement as additional notional interest expense, and added to the calculation of effective interest rate on the TCW Term Loan. Including such additional notional calculations, the effective interest rate on the Term Loan for the years ended December 31, 2023, and 2022 was 23.0% and 22.9%, respectively. The effective interest on the Wingspire Term Loan for the year ended December 31, 2023 is 17.1%. See table at the end of this Note for components of interest expense recognized in the years ended December 31, 2023 and 2022. As of December 31, 2023, the estimated fair value of the Company’s TCW Term Loan was $149.0 million and the Wingspire Term Loan was $13.9 million. As of December 31, 2022, the estimated fair value of the Company’s Term Loan was $143.7 million. The fair value of debt was estimated based on Level 3 inputs. The Term Loan includes provisions for customary events of default including non-payment of obligations, non-compliance with covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Term Loan including any cure periods specified therein, customary remedies may be exercised by the Lenders under the Term Loan against the Company. The Company was in compliance with all of its financial covenants under the Term Loan as of December 31, 2023. Subsequent December 31, 2023, the Company executed the twelfth and thirteenth amendments to the Term Loan, which extended the maturity on the Term Loan to March 31, 2025. Refer to Note 24 — Subsequent Events for further information about the amendments. Orinter Short-term Loan With partnering financing institutions in Brazil, the Company has the option to collect payments from travelers and travel agencies’ upfront or receive payments through scheduled installments. The Company is also able to collateralize the outstanding receivable balances with those financial institutions to make bank advances through financing agreements. The Company elects options based on the bank fee terms as part of its regular cash management process. In December 2023, Orinter entered into a loan agreement (“Orinter short-term loan”) for €2.2 million with a maturity date of October 2024. All borrowings under the Orinter short-term loan bear interest at a rate of The following table summarizes the Company's outstanding borrowing arrangements, excluding PPP and other governmental loans (in thousands): As of December 31, 2023 2022 Term Loan $ 114,708 $ 106,250 Payment in kind interest on Term Loan 1 56,063 46,518 Others 2,578 14 Total outstanding principal balance 173,349 152,782 Less: Unamortized debt issuance costs and discounts (11,842) (18,386) Total debt 161,507 134,396 Less: Current portion of long-term debt (10,828) (7,514) Long-term debt, net of current portion $ 150,679 $ 126,882 1 Includes paid in kind amendment fee of $1.8 million. The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above (in thousands): Year ended December 31, 2023 2022 Cash interest expense $ 13,637 $ 10,903 Payment in kind interest, net 1 9,363 9,036 LOC commitment charges 152 152 Amortization of debt issuance costs 8,846 6,563 $ 31,998 $ 26,654 1 Represents Payment in Kind Interest for the Company’s outstanding Term Loans, net of the reclassification of interest expense related to capitalized software development amounting to $0.2 million and $0.6 million for the years ended December 31, 2023 and 2022 respectively. The Company incurred an additional $3.4 million of interest expense associated with Orinter and Interep’s operations for upfront collection of other receivables partnered with financing institutions. Interest expense paid out in cash for the year ended December 31, 2023 and 2022 was $17.2 million and $10.8 million. The aggregate annual principal maturities of our Term Loan, Orinter short-term loan, and governmental loans for each of the next five years, based on contractual terms are listed in the table below (in thousands): Year ending December 31, Borrowing Arrangements Governmental Loans 2024 $ 10,828 $ 51 2025 162,521 21 2026 — 21 2027 — 21 2028 — 21 Thereafter — 58 $ 173,349 $ 193 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of revenue The Company believes that disaggregation based on 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. Disaggregated revenue by reportable segment also best depicts revenue by stream, type of contract, and type of customer. As described above in Note 2 — Summary of Significant Accounting Polices, the Company has two reportable segments, Travel Marketplace and SaaS Platform. Revenue by segment, underlying travel product and sales channel The following table presents revenues by segment, underlying travel product and sales channel for the fiscal years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Travel Marketplace revenues $ 222,075 $ 157,473 Travel Transaction revenues 208,842 145,154 Air $ 125,982 $ 144,459 Travel Package 46,434 57 Hotel 26,805 222 Other 9,621 416 Fintech Program revenues 13,233 12,319 SaaS Platform revenues $ 1,250 $ 2,011 Subscription services revenue 1,250 2,011 Revenues, net $ 223,325 $ 159,484 Within our Travel Marketplace segment, the Company, as an agent, facilitates traveler suppliers to sell underlying travel products and provides booking services to travelers. We generate travel transaction related revenue from the booking services based on the booking amount of the underlying travel products. In addition, we generate commission revenues from banks and financial institutions based on the travel booking spend processed through fintech programs partnered with our platform. Our customers within Travel Marketplace segment include travel suppliers and fintech partners. As noted in Note 2 — Summary of Significant Accounting Polices, all Travel Marketplace segment revenues are transactional in nature and are based on flat fees per booking and tiered fixed incentive rates based on cumulative gross booking values and/or based on volume of bookings during a period. All Travel Marketplace segment revenues are recognized at a point in time when our single performance obligation is fulfilled. We estimate for variable considerations based on cumulative bookings and for the traveler eventually taking the trip using the expected value approach at the end of each reporting period. We earn Air transaction revenues that include mark-up fees, commissions and incentives derived from the airline ticket booked, and associated ancillary services, such as fees charged for premium seat selection, luggage, and travel insurance. Similarly, the Travel Package, Hotel and Other subcategories related Travel Transaction revenues are derived from travel package booking, hotel booking, and other bookings made as well as additional ancillary services purchased by the travelers. Travel Package presented revenues are generated from a single booking by the traveler for multiple underlying travel products, such as airline tickets and hotel services reserved through one booking. Other subcategories include transaction revenues from car rental, cruises, and other bookings. Within our SaaS Platform segment, we earn subscription revenues from the user of our SaaS platform and recognized over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The disaggregated revenue by reportable segment also represented our revenue by stream, type of contract, revenue recognition timing and type of customer. Revenue by sales channel The following table presents the Travel Marketplace segment by sales channel for the fiscal years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Transaction through affiliates and with customers $ 213,892 $ 123,746 Transactions from travelers’ direct bookings 8,183 33,727 Travel Marketplace revenues $ 222,075 $ 157,473 We generate mark up fees and certain commissions from booking reservations directly placed by travelers through our platform. The Transaction through affiliates with customers includes our revenues generated from mark-up fees and commissions via bookings placed by travel agencies. Fintech program revenues which are not differentiated by sales channels. Along with the LBF divestiture in July 2023, transactions from traveler’s direct booking in 2023 decreased to a lesser extent as compared to 2022. 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 (in thousands): Accounts Receivable Contract Deferred 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 Increase/(decrease), net 93,796 7,434 (3,001) Ending Balance as of December 31, 2023 $ 115,529 $ 13,228 $ 17,483 During the year ended December 31, 2023, the Company recognized revenue of $2.6 million from the deferred revenue balance as of December 31, 2022. During the year ended December 31, 2022, the Company recognized revenue of $4.0 million from the deferred revenue balance as of December 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of loss before income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 United States $ (76,838) $ (90,611) International 13,490 500 $ (63,348) $ (90,111) The provision for (benefit from) income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 Current tax expense: Federal $ (235) $ — State 889 109 International 183 455 837 564 Deferred Federal (2,978) (11) State (469) (195) International 79 (231) (3,368) (437) Total (benefit from) provision for income taxes $ (2,531) $ 127 Components of the Company's deferred income tax assets and liabilities are as follows (in thousands): Year ended December 31, 2023 2022 Net operating loss $ 27,423 $ 29,822 Interest expense limitation 28,134 19,068 Deferred revenue 4,318 4,787 Accrual and reserves 4,170 2,033 Stock based compensation 1,671 1,251 Fixed assets — 274 Capitalized research and development costs 4,199 4,380 Capital Loss 1,580 — Lease liability 1,004 627 Other 363 194 72,862 62,436 Valuation allowance (52,240) (47,827) Total deferred tax assets 20,622 14,609 Intangible assets (29,387) (14,314) Fixed Assets (1,940) — Right-of-use lease asset (877) (365) Total deferred tax liabilities (32,204) (14,679) Total net deferred tax liability $ (11,582) $ (70) As a result of various acquisitions during the year ended December 31, 2023, the Company recorded approximately $15.0 million of deferred tax liabilities and $0.7 million of deferred tax assets. The provision for (benefit from) income taxes differs 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, 2023 2022 Federal tax at statutory rate 21.00 % 21.06 % State, net of federal benefit (0.65) % 5.77 % Stock-based compensation (3.01) % (1.24) % Permanent differences 0.33 % 0.86 % US tax effect of foreign earnings (5.81) % — % Transaction costs (1.24) % 3.69 % PPP loan forgiveness — % 0.60 % Foreign rate differential 3.85 % (0.08) % Change in valuation allowance (3.38) % (13.56) % Impact of business divestiture (5.26) % — % IRC section 162(m) executive compensation limitation (1.33) % (16.73) % Other Items (0.50) % (0.51) % Effective tax rate 4.00 % (0.14) % As of December 31, 2023, the Company had net operating loss carryforwards for federal and state purposes of approximately $105.1 million and $117.1 million, respectively. The federal net operating losses will begin to expire in 2032, and the state net operating losses will begin to expire in 2027, if not utilized. Net operating losses generated after December 31, 2017 may be carried forward indefinitely for federal tax purposes. Accordingly, $62.8 million of federal net operating losses will not expire. Utilization of net operating loss carryforwards 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 Company’s ownership changes during 2016 and 2019 and the acquisition of various subsidiaries, which constituted changes in ownership as defined under IRC section 382. As a result of the analysis, federal net operating losses of $16.6 million and state net operating losses of $16.6 million have 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, and foreign taxing authorities, where applicable. Because the Company has net operating loss carryforwards, there are open statutes of limitations, which may allow such taxing authorities to 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 $52.2 million and $47.8 million has been established against the deferred tax assets as of December 31, 2023 and December 31, 2022, respectively. The net valuation allowance increased by $4.4 million and $12.2 million during the years ended December 31, 2023 and December 31, 2022, respectively. Management reevaluates the positive and negative factors at each reporting period. FASB’s Accounting Standard Codification Topic 740, Income Taxes, provides guidance for accounting for uncertainty in tax positions and requires 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 be sustained, upon audit, based on the technical merits of the position. For tax positions that meet the recognition threshold, the Company records the largest amount of benefit that has greater than 50 percent likelihood of being realized upon settlement with the taxing authority. As of the year ended December 31, 2023 and December 31, 2022, the Company had $0.4 million and $0 unrecognized tax benefits, respectively, and does not anticipate any significant change to the unrecognized tax benefit balance to occur within the next 12 months. Year ended December 31, (in thousands) 2023 2022 Unrecognized tax benefits, beginning of fiscal year — — Increases related to tax positions taken during prior periods 351 — Unrecognized tax benefits, end of fiscal year $ 351 $ — |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED STOCK | REDEEMABLE PREFERRED STOCK On September 29, 2022 (“preferred stock closing date”), the Company issued and sold an aggregate 85,000 shares of its Series A Preferred Stock at $1,000 per share together with warrants exercisable for 1,275,000 shares of Class A common stock at $11.50 per share (“Original Warrants”), resulting in gross proceeds of $85.0 million. On October 17, and December 14, 2023, the Company completed subsequent private placements of 11,300 shares of the Company’s newly designated Series A-3 Preferred Stock, together with warrants exercisable for 1,444,500 shares of Class A common stock at $7.50 per share (“Incremental Warrants), resulting in gross proceeds of $11.3 million (“2023 Financing Transaction”). The Incremental Warrants were issued in exchange for surrendering the Original Warrants. See Note 4 — Warrants for further details on the common stock warrants. In connection with the 2023 Financing Transaction, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock, and converted Series A Preferred Stock issued on the preferred stock closing date to Series A-1 Preferred Stock on a 1:1 basis. Subsequently when the 2023 Financing Transaction closed, these Series A-1 Preferred Stock concurrently converted into Series A-2 Preferred Stock on a 1:1 basis. As of December 31, 2023, the Company had 85,000 shares of Series A-2 and 11,300 shares of A-3 shares of Preferred Stock outstanding. The shares of the Series A-2 and A-3 Preferred Stock have the following key terms: • A stated value of $1,000 per share; • The holders are entitled to receive cumulative dividends at the annual rate of SOFR plus 8.50%. After the second anniversary of the preferred stock closing date the holders are entitled to receive cumulative dividends at the annual rate of SOFR plus 12.00%; • The holders have a put right to redeem the shares of the Series A-2 and A-3 Preferred Stock for cash at the stated value, plus any unpaid dividends after four years from the preferred stock closing date (On or after September 29, 2026). The preferred shares can only be redeemed in cash and the price per share of Series A-2 and A-3 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. In the event the Company does not meet a certain 2025 EBITDA target, the holders can accelerate the right to put the preferred stock back on or after March 31, 2026; • The shares of the Series A-2 and A-3 Preferred Stock are non-voting; • The shares of the Series A-2 and A-3 Preferred Stock are not convertible into shares of the Company's Class A Common Stock; • The shares of the Series A-2 and A-3 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”). • The Company may repurchase the outstanding shares of the Series A-2 Preferred Stock at any time for an amount equal to the greater of the stated value price per share of the Series A-2 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 preferred stock closing date, a multiplier to the product of 1.225 times the stated value of the shares of the Series A-2 Preferred Stock, from and after the second anniversary of the preferred stock closing date, a multiplier equal to 1.325 times the stated value of the shares of the Series A-2 Preferred Stock. The Company may repurchase the outstanding shares of the Series A-3 Preferred Stock at any time for an amount 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 shares of the Series A Preferred Stock is recorded in temporary equity in accordance with ASC 480 as redeemable preferred stock on the accompanying consolidated balance sheets. The shares of the Series A Preferred Stock will be accreted up to their redemption using the accretion method. The proceeds were bifurcated between the shares of the preferred stock issued and the common stock warrants issued on a relative fair value basis. Incremental to the warrants issued, the Company incurred issuance costs of $0.3 million for the 2023 preferred financing and $1.4 million for the 2022 preferred financing, respectively. The Company calculates the accretion of the shares of the preferred stock to its redemption using effective rate method and is reported as a deemed dividend. The effective interest rate for the years ended December 31, 2023 and 2022 is 17.74% and 13.99%, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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 effect on its results of operations, financial position and cash flows. 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, 2023, the Company has the following outstanding legal claims that may have a material impact. Litigation Relating to LBF Acquisition. Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal Court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible range of loss of any such payments cannot be made. Litigation Relating to Restrictive Legends . On December 8, 2023, plaintiff Raja Venkatesh (“Venkatesh”) filed a complaint in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and Chairman, Prasad Gundumogula (“Gundumogula” and, together with the Company, the “Mondee Defendants”), and the Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”). The complaint, which is captioned Raja Venkatesh v. Mondee Holdings, Inc., Prasad Gundumogula, and Continental Stock Transfer & Trust Company, Case No.: 1:23-cv-10734-VEC (S.D.N.Y.) (the “Venkatesh Action”), asserts ten causes of action: (1) violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 against the Mondee Defendants; (2) violation of 8 Del. C. § 158 against Mondee and CST; (3) violation of 8 Del. C. §§ 8-401 and 8-407 against Mondee and CST; (4) breach of fiduciary duty against the Mondee Defendants; (5) negligence against Mondee and CST; (6) conversion against Mondee and CST; (7) civil conspiracy against all Defendants; (8) breach of contract against Mondee; (9) breach of the implied covenant of good faith and fair dealing against Mondee; and (10) injunction against the Company and CST. The claims asserted in the Venkatesh Action all relate to Plaintiff’s allegations that the Company improperly placed and maintained certain restrictive legends on his shares of common stock in the Company purportedly in violation of the terms of a Registration Rights Agreement, to which Plaintiff and the Company are parties. The relief sought in the complaint includes a permanent injunction requiring the removal of the restrictive legends, compensatory damages for losses allegedly sustained by Venkatesh as a result of defendants’ conduct, punitive damages, and costs and expenses incurred in connection with the Venkatesh Action. On February 12, 2024, the Mondee Defendants filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In addition, Gundumogula moved to dismiss the complaint for lack of personal jurisdiction. Also on February 12, 2024, CST filed a motion to dismiss the complaint. Responses to the Mondee Defendants’ and CST’s motions to dismiss are due by April 12, 2024. The pretrial conference, which was originally scheduled for February 9, 2024, has been adjourned pending resolution of the pending motions to dismiss. The Company intends to vigorously defend the claims asserted in the Venkatesh Action. At present, the Company is unable to reasonably estimate a possible range of loss , if any, associated with these claims. Litigation Related to Ingenico . On October 13, 2021, Mondee received a summons from Global Collect Services B.V. to appear in the District Court of Amsterdam with respect to a claim of $0.5 million 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 $7.9 million and $7.4 million secured letters of credit outstanding as of December 31, 2023 and 2022, 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. Commercial Commitments The Company has commercial commitments arising in the normal course of business of the industry in which it operates. Under the terms of such contracts, the Company receives cash in advance for production goals over a period of several years. In the event of under-performance or termination of the applicable contract, the Company may be obligated to repay amounts still to be earned. At December 31, 2023, the Company had under-performed the required goals of one such contract, where the unearned balance was $9.2 million and is recognized as part of our current and non-current Deferred Revenue balance on the consolidated balance sheet. The Company and counter-party both intend to continue the terms of the contracts. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2023 | |
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. Operating lease expense for the year ended December 31, 2023 was $1.6 million, of which $0.4 million was variable lease expense. For the year ended December 31, 2022 operating lease expense was $1.3 million, and variable lease expense was not material. 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, 2023 and 2022. As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases are as follows: December 31, 2023 2022 Weighted-average remaining lease term 3.75 4.56 Weighted-average discount rate 15.97 % 12.86 % Supplemental cash flow information as of December 31, 2023 and 2022 related to operating leases are as follows (in thousands): Year Ended 2023 2022 Cash paid within operating cash flows $ 1,311 $ 1,178 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 1,474 3,313 As of December 31, 2023, the future minimum lease payments under non-cancelable operating leases are as follows (in thousands): For the years ended December 31, 2024 $ 1,589 2025 1,223 2026 811 2027 498 2028 494 Thereafter 158 Total operating lease payments 4,773 Less: Imputed interest (1,079) Total operating lease liabilities $ 3,694 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) defined contribution plan covering its employees in the United States of America. Participants may contribute a portion of their compensation to the 401(k) plan, subject to limitations under the Internal Revenue Code. The Company does not match contributions to its 401(k) plan. 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 statements of operations. The benefit obligation has been measured as of December 31, 2023, and 2022. 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 (in thousands): Year Ended December 31, 2023 2022 Present value of obligation as at the beginning of the year $ 562 $ 444 Interest cost 29 30 Past service cost 28 — Current service cost 114 169 Benefits paid (234) (142) Net actuarial (gain)/loss recognized in the year (214) 113 Effect of exchange rate changes 30 (52) Present value of obligation as at the end of the year $ 315 $ 562 The following table sets forth the amounts recognized on the consolidated balance sheets (in thousands): Year Ended December 31, 2023 2022 Present value of obligation as at the end of the year $ 315 $ 562 Fair value of plan assets as at the end of the year — — Funded status / (unfunded status) (315) (562) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (315) $ (562) Current portion $ 14 $ 10 Non-current portion $ 301 $ 552 Accumulated benefit obligation in excess of plan assets were as follows (in thousands): Year Ended December 31, 2023 2022 Accumulated benefit obligation $ 91 $ 146 Components of net periodic benefit costs, were as follows (in thousands): Year Ended December 31, 2023 2022 Current service cost $ 114 $ 169 Past service cost 28 — Interest cost 29 30 Net actuarial (gain)/loss recognized in the year (214) 113 Expense (benefit) recognized in the consolidated statement of operations $ (43) $ 312 The components of actuarial (gain)/loss on retirement benefits are as follows (in thousands): Year Ended December 31, 2023 2022 Actuarial gain/(loss) on arising from change in financial inputs $ 214 $ (162) Actuarial gain/(loss) on arising from experience adjustment — 49 Total actuarial gain/(loss) on obligation $ 214 $ (113) The weighted average actuarial inputs used to determine benefit obligations and net gratuity cost were: Year Ended December 31, 2023 2022 Discount rate 7.35 % 7.45 % Rate of compensation increase 9.59 % 10.00 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS A summary of balances due to and from related parties, and transactions with related parties are as follows (in thousands): December 31, Balances as at Period End 2023 2022 Amount payable to related party (1) $ 42 $ 13 Amount receivable from related party (2) 43 38 Loan receivable from related party (3) 83 — Note payable to related party (4) 201 197 Rent payable to related parties and an affiliate associated with these related parties and an employee (5) 1,284 — Year Ended December 31, Transactions with Related Parties 2023 2022 Offshore IT and software development services, sales support and other services (6) $ — $ 660 Interest income (7) — 282 Payment made on behalf of Mondee Holdings LLC (8) — 5,241 Service fees (2) — 2,379 Loan receivable from related party (3) 83 — Lease expense (5) 381 169 _________________________ (1) As of December 31, 2022 Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. As of December 31, 2023, Interep owes a travel credit to Asi Ginio, a member of the Board of Directors, in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep in connection with the Interep Acquisition. (2) 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 is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer ("CFO") as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. (4) The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of December 31, 2023 and December 31, 2022, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial. (6) Metaminds Technologies Pvt. Ltd. and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”), provide certain consulting services to Mondee and its subsidiaries in the areas of software development, fulfillment and other support. The CEO co-owns Metaminds with his wife. The CEO is a material shareholder in Mondee, and both the CEO and his wife serve on the Board of Directors of Mondee, Inc. and certain of its subsidiaries. Prior to acquisition of certain assets and liabilities of Metaminds Technologies Pvt Ltd (“Metaminds Technologies”), Mondee hired all employees of Metaminds Technologies and Metaminds Software Solutions Ltd (“Metaminds Software”) in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the for the year ended December 31, 2023. (7) The Company had a secured promissory note receivable from Mondee Group, bearing an interest rate of 2.3% compounded annually, with a 10-year term, and was secured by 14,708 Class A units in Mondee Holdings, LLC. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company’s Class A Common Stock to the extent of $20.3 million and partly by the asset acquisition of Metaminds Technologies (defined below). On March 10, 2023, the Company received — shares of Class A Common Stock, which were valued at $20.3 million. The shares are reflected as treasury stock on the consolidated balance sheet as the shares have not been retired as of December 31, 2023. (8) Corresponds to a payment made to Rocketrip put option holders by the Company on the behalf of Mondee Holdings LLC. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has 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. Mondee’s primary segment measure is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities, one-time legal expenses, income tax expense and other income (expense), net are reviewed on an entity-wide basis by the Chief Operating Decision Maker (“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 (in thousands): Year Ended December 31, 2023 Travel Marketplace SaaS Platform Total Revenue $ 222,075 1,250 223,325 Adjusted EBITDA $ 23,461 (3,943) 19,518 Depreciation and amortization (16,068) Stock-based compensation (13,787) Payroll tax expense related to stock-based compensation (214) Restructuring (expense) income, net (2,371) Acquisition cost (1,238) Legal expenses pertaining to acquisitions (952) Transaction filing fees and related expenses (2,687) Change in fair value of earn-out liability (2,707) Operating loss (20,506) Total other expense, net (42,842) Loss before income taxes (63,348) Provision for income taxes 2,531 Net loss (60,817) Year Ended December 31, 2022 Travel Marketplace SaaS Platform Total Revenue $ 157,473 2,011 159,484 Adjusted EBITDA $ 12,451 (570) 11,881 Depreciation and amortization (11,770) Stock-based compensation (62,042) Restructuring and related costs (2,542) Sale of export incentives (760) Legal expense (744) Warrant transaction expense (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) Geographic information The following table represents revenue by geographic area based on the geographic location of the Company’s subsidiaries (in thousands). Geographic stratification changed in the year ended December 31, 2023 as a result of the impact of acquisitions viewed in comparison to the whole company. Year Ended December 31, 2023 2022 United States $ 124,323 $ 149,782 Brazil 81,696 — Rest of Americas 17,149 9,702 Asia Pacific 157 — $ 223,325 $ 159,484 The following table represents the Company's long-lived assets (excluding capitalized software) and operating lease assets by geographic area (in thousands). Year Ended December 31, 2023 2022 United States $ 2,432 $ 1,016 India 979 625 Rest of Americas 710 17 $ 4,128 $ 1,658 |
CLASS A COMMON STOCK
CLASS A COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
CLASS A COMMON STOCK | CLASS A COMMON STOCK On July 18, 2022, the Company’s 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 — Warrants, the public warrants were delisted as all public warrants were tendered or redeemed. Class A Common Stock As of December 31, 2023 and 2022, the Company had authorized a total of 500,000,000 shares for issuance of Company Class A Common Stock. As of December 31, 2023, 83,252,040 shares of the Company Class A Common Stock are issued and outstanding. Not reflected in the shares issued and outstanding as of December 31, 2023, is approximately 53,071 related to restricted stock units that vested in 2023 but have not yet been settled and issued. As of December 31, 2022, the Company has 82,266,160 shares of the Company Class A Common Stock issued and outstanding. Not reflected in the shares issued and outstanding is approximately 331,600 shares related to RSUs that vested in 2022, but had not been settled and issued. 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 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 There are no redemption or sinking fund provisions applicable to the shares of the Company Class A Common Stock. The rights, preferences and privileges of holders of the shares of the Company Class A Common Stock will be subject to those of the holders of any preferred stock, including the Series A Preferred Stock, that we may issue in the future. Share Repurchases In 2023, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to purchase up to $40.0 million of the Company’s outstanding shares of Class A Common Stock. The amount and timing of repurchases is determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including insider trading laws. The program is not subject to any self-imposed Company trading restrictions or blackout periods and has no expiration date. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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 year ended 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 inputs, 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 inputs: 2018, 2017, and 2016 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9 % Selected volatility 26.0 % Expected dividend rate 0 % Weighted-average contractual term (years) 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 inputs: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Selected volatility 50.92% – 53.85% Expected dividend rate 0 % Weighted-average contractual term (years) 0 – 2.5 There were no Class D incentive units granted subsequent to the year ended December 31, 2021 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 year ended December 31, 2022: Number of Class D Weighted Weighted Weighted average 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 Company recognized stock-based compensation related to the Class D incentive units for $1.1 million for the year ended December 31, 2022. Upon the consummation of the Business Combination on July 18, 2022 (the "Closing Date"), the Company adopted two new long-term stock-based compensation incentive plans: (1) the Mondee Holdings, Inc. 2022 Equity Incentive Plan (the "2022 Plan") and (2) the Mondee 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. Earn-out Shares Following the closing of the Business Combination, holders of 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 fourth anniversary of the closing of the Business Combination. In the event of a company sale during the vesting period that will result in the holders of shares of the Company Class A Common Stock receiving a per share value 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 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, 2023. 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 Employee 4/20/2023 180,000 Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333 Unallocated shares — 66,667 Total 9,000,000 Except for the 1,533,000 earn-out shares allocated, net of forfeitures, on April 20, 2023 and December 31, 2023, the remaining earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated fair value of the allocated earn-out shares were determined using a Monte Carlo simulation valuation model. Inputs used in the valuation of allocated shares at Closing Date were as follows: July 18, 2022 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 $4.2 million 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 $50.1 million 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 $6.8 million of compensation expense for employee to personnel expenses within the consolidated statement of operations for the year ended December 31, 2022. The non-employee is an advisor to the company and its share based compensation expense of $0.4 million were recorded to general and administrative expenses within the consolidated statement of operations for the year ended December 31, 2022. The grant-date fair values of the earn-outs, subsequent to the Closing Date, granted to employees and non-employees were determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: September 2022 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 For the year ended December 31, 2023, the Company utilized its remaining capacity to allocate earn-out shares and granted as follows: The Company granted 180,000 shares on April 20, 2023. The estimated grant date fair value of shares allocated in April 2023 was determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: April 20, 2023 Fair value of Class A Common Stock $10.70 Selected volatility 65.0% Risk-free interest rate 3.9% Contractual term (years) 3.2 The Company granted 1,353,000 shares on December 31, 2023. The estimated grant date fair value of shares allocated in December 2023 was determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: December 31, 2023 Fair value of Class A Common Stock $2.76 Selected volatility 80.0% Risk-free interest rate 4.1% Contractual term (years) 2.5 The Company recognized $4.1 million of compensation expense for employees related to personnel expenses within the consolidated statement of operations for the year ended December 31, 2023. The non-employee is an advisor. The Company recognized $1.1 million of compensation expense in general and administrative expenses within the consolidated statement of operations for the year ended December 31, 2023. As of December 31, 2023, unrecognized earn-out compensation expense totaled $1.8 million expected to be recorded over the balance term. As of date of issuance of this report there are 66,667 earn-out shares that remain unallocated. 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 $3.3 million. 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, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2022 105,000 $ 9.40 Granted 3,158,078 7.25 Vested 459,426 8.54 Forfeited or canceled 79,600 7.51 Unvested – December 31, 2023 2,724,052 $ 5.91 The Company recorded stock-based compensation expense related to the RSUs of $6.7 million and $3.7 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had 2,724,052 granted but unvested RSUs with unamortized stock-based compensation expense of $16.1 million remaining to be recognized over a weighted-average period of 2.13 years. The Company did not recognize any tax benefits related to stock-based compensation expense during the year ended December 31, 2023 or December 31, 2022. Secondary Sale In June 2023, the Company facilitated the sale of 5,250,000 shares of the Company’s Class A Common Stock at a price of $10.00 per share to investors for an aggregate purchase price of $52.5 million. Of the 5,250,000 shares that were sold in the transaction, 2,148,783 shares of common stock were sold by current and former employees. The Company did not receive any proceeds from the secondary sale, however, as the shares were sold above fair value, the Company recognized the excess purchase price paid above fair value to current and former employees as stock-based compensation expense. The Company recognized $1.8 million in personnel expense on the consolidated statement of operations for the year ended December 31, 2023. Of the 5,250,000 shares sold, 2,122,529 shares, or an aggregate purchase price of $21.2 million, were sold by related parties of the Company. 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, 2023, 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, 2023, 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, 2023 | |
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, 2023 and 2022 (in thousands, except for stock and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (60,817) $ (90,238) Cumulative dividends allocated to preferred stockholders (11,557) — Net loss attributable to common stockholders $ (72,374) $ (90,238) Denominator: Weighted average shares outstanding, basic and diluted 77,213,602 67,368,620 Basic and diluted net loss per share $ (0.94) $ (1.34) The basic and diluted net loss per share for the year ended December 31, 2023 and 2022 has been computed to give effect to the conversion of the Mondee shares outstanding into shares of the Company’s 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 years ended December 31, 2023 and 2022, as the inclusion of potential shares of the Company’s Class A Common Stock would have been anti-dilutive for the periods presented. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share as of the periods presented because including them would be anti-dilutive: December 31, 2023 2022 Common stock warrants 1,677,000 1,507,500 Outstanding earn-out shares 8,933,333 7,600,000 Consolid earnout shares 400,000 — Skypass earnout shares 1,800,000 — Purple Grids earnout shares 2,542,857 — Restricted stock units 2,724,052 105,000 Potential common shares excluded from diluted net loss per share 18,077,242 9,212,500 |
RESTRUCTURING EXPENSE, NET
RESTRUCTURING EXPENSE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING EXPENSE, NET | RESTRUCTURING EXPENSE, NET During the years ended December 31, 2023 and 2022, the Company took actions to reduce the size of its workforce to optimize efficiency and reduce costs. During the years ended December 31, 2023 and 2022, the Company recorded expenses of and $2.4 million and $2.5 million, respectively, in restructuring expense, net on the consolidated statements of operations. These expenses are one-time and are related to employee severance and other termination benefits, as well as impairment charges on right-of-use assets. During the year ended December 31, 2023, the Company terminated an office lease in India and recognized a gain of $0.3 million. During the years ended December 31, 2023 and 2022, the Company made employee severance and other termination benefits cash payments of $2.1 million and $1.7 million and accelerated amortization of right-of-use assets of $0.0 million and $0.9 million, respectively. Outstanding restructuring charges at the reporting period are recorded in accrued expenses and other current liabilities, on the Company's consolidated balance sheets. Activities related to our restructuring impacted our travel marketplace segment. The following is a roll forward of the outstanding restructuring charges by cost type for the year ended December 31, 2023 (in thousands): Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of December 31, 2023 Severance costs $ — $ 2,447 $ (14) $ (1,859) $ 574 Other exit costs — 277 (2) (250) 25 Total $ — $ 2,724 $ (16) $ (2,109) $ 599 Costs anticipated to incur subsequent to the year ended December 31, 2023 are immaterial. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. On January 17, 2024, the Company executed a twelfth amendment to the Term Loan (the “Twelfth Amendment”). The Twelfth Amendment (1) provided consent to the Company’s acquisition of Purple Grids; (2) required that the Company pledge 100% of the equity interests of Purple Grids; (3) defers a portion of the principal and interest payments due in December 2023 to the termination of the Term Loan; (4) defers certain refinancing milestones and modifies certain liquidity requirements; (5) modifies the payment of certain administrative fees to quarterly rather than annually; and (7) provides for the payment of certain fees. On March 11, 2024, the Company executed a thirteenth amendment to the Term Loan (the “Thirteenth Amendment”). The Thirteenth Amendment (1) provided an extension of the maturity on the Term Loan to March 31, 2025 while the Company works to finalize a long-term facility; (2) no event of default for any refinancing milestone; (iii) extends the date on which a refinancing fee is potentially payable to April 30, 2024; (iv) defers a portion of the principal amortization due in March 2024 to the earlier of the date of the refinancing of the credit facility or June 30, 2024, and capitalizes a part of interest due in March 2024; (v) waives any events of default that may have occurred prior to the Amendment; and (vi) a fee of $0.4 million “paid in kind” and added to the outstanding principal of the Term Loan. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, and the rules and regulations of the SEC, including the instructions to Regulation S-X. All intercompany transactions and balances are eliminated in consolidation. |
Basis of Financial Statement Consolidation | Basis of Financial Statement Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, and the rules and regulations of the SEC, including the instructions to Regulation S-X. All intercompany transactions and balances are eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements and related disclosures in conformity with GAAP 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 fair value of assets acquired and liabilities assumed for business combinations; useful lives of property and equipment; revenue recognition; the determination of the incremental borrowing rate used for operating lease liabilities, allowances for doubtful accounts, the valuation of financial instruments, including the fair value of stock-based awards, warrant liabilities, earn-outs issued in connection with acquisitions, income taxes, impairment of goodwill and indefinite life intangibles, capitalization of software development costs, and other contingencies. |
Reclassifications | Reclassifications The Company reclassified prior period financial statements to conform to the current period presentation. |
Cash and cash equivalents | Cash, cash equivalents, restricted cash and short-term investments The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. |
Restricted cash and short-term investments | Cash, cash equivalents, restricted cash and short-term investments The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts. |
Accounts receivable, contract assets and allowance for doubtful accounts | Accounts receivable, contract assets and allowance for doubtful accounts As of December 31, 2023, accounts receivable presented on the consolidated balance sheets includes $5.1 million of accounts receivable from our customers, including travel product suppliers, our Global Distribution System (“GDS”) service providers and banks partnered with our Fintech Program and our S oftware-as-a-service (“SaaS”) platform users, $82.6 million of other receivables from financing institutions partnered in the receivables process (refer to further discussions below), and $29.0 million of other receivables from affiliated travel agencies and travelers. Accounts receivable including receivable balances from customers, financial institutions and travel agencies and travelers is recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, the financial institutions, agencies and travelers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers, financial institutions, agencies and travelers, respectively. The provision for estimated credit losses on accounts receivable is recorded to provision for credit losses, net on the consolidated statements of operations. As of December 31, 2023 and 2022, the Company determined the estimated credit losses to be in the amount of $5.2 million and $4.9 million, respectively, which is recorded in accounts receivable, net of allowance on our consolidated balance sheets. The estimated credit losses were primarily due to other receivables from travel agencies and travelers, with the exception of $0.2 million from accounts receivable from customers. In Brazil, the Company partners with financing institutions to allow travelers the possibility of purchasing the travel product of their choice through financing plans established, offered and administrated by such financing institutions. Participating financing institutions bear full risk of fraud, delinquency, or default by travelers placed booking through affiliated travel agencies. When travelers through travel agencies elect to finance their purchases, we receive payments from financing institutions as installments become due regardless of when the traveler makes the scheduled payments. In most cases, we receive payments before travel occurs or during travel, and the period between completion of booking and receipt of scheduled payments is less than one year. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. In partnering with the financing institutions, the Company has the option to collect pay ments upfront or receive in installments as they become due. Fees paid to financing institutions for payments received in installments are recorded within sales and marketing expenses, as such expenses are associated with the collection of other receivables due from travelers and travel agencies. Financing fees associated with upfront payments are recorded within interest expense, as the Company pay additional fees to financing institutions as compared to the collection on the scheduled installments. During the year ended December 31, 2023, the Company incurred upfront payment collection fees of $3.4 million which represents 8% of the total other expense, net on the consolidated statements of operations. The Company did not incur upfront payment collection fees in the year ended December 31, 2022. Contract assets represent unbilled and accrued incentive revenues from our customers based on the achievement of contractual targets defined at contract inception. The provision for estimated credit losses on contract assets is recorded to provision for credit losses, net on the consolidated statements of operations. As of December 31, 2023, expected credit losses identified in our contract assets with customers were determined to not be material. As of December 31, 2022, expected credit losses identified in our contract assets with customers were determined to be $0.8 million. During the year ended December 31, 2023, the Company recorded a loss of $0.4 million to provision for credit losses, net, due to provision charged to earnings of $1.2 million, offset by the revision of estimates of expected credit losses on accounts receivables and contract assets of $0.8 million. |
Property and equipment | Property and equipment |
Website and internal-use software development costs | Website and internal-use software development costs |
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 frequently 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 measure the fair value of our indefinite-lived intangible assets, which consist of trade names, 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. Useful Lives Trade name with definite life 15 – 20 years Customer relationships 5 – 15 years Supplier relationships 15 years Developed technology 5 – 10 years Assembled workforce 3 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. |
Asset Acquisition | Asset Acquisition When substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction is accounted for as an asset acquisition. The Company accounts for asset acquisitions pursuant to a cost accumulation and allocation method. Under this method, the cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the identifiable assets acquired on a relative fair value basis. |
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 up 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. |
Leases | Leases 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 “Accrued expenses and other current liabilities” and “Operating lease liabilities, excluding current portion” 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 prepaid lease payments and incentives received before lease commencement. 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 estimated 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. 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, Sales Tax and Indirect Taxes | Revenue recognition Revenue from Travel Marketplace The majority of our revenues are generated from Travel Transaction Revenues by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. In addition, we generate Fintech Program Revenues which are commission revenues from banks and financial institutions based on the travel booking spend processed through fintech programs partnered with our platform. We have determined the nature of our promise is to arrange for travel services to be provided by travel suppliers, and are therefore an agent in the transaction, whereby we record as revenue the net commission we receive in exchange for our travel reservation services. In these transactions, the travel supplier is determined to be our customer. Travel suppliers primarily consist of GDS service providers, airline companies, hotel companies, tour service providers, and car rental companies. Our revenue is earned through mark-up fees, commissions and incentives, and is recorded net of estimated cancellation and refunds. We earn mark-up fees and certain commissions at ticketing, as our performance obligation is satisfied upon issuance of the ticket or reservation details to the traveler. We also earn certain commissions and incentives per booking when the underlying trip is taken by traveler. Our Travel Transaction Revenues are all priced on a booking basis, where the commission and incentive rates could be flat fees or tiered fixed percentages and are subject to frequent modifications in a dynamic market. From time to time, the Company issues credits or refunds to the traveler in the event of cancellations. At the point in time when a travel booking service is performed and the Company’s single performance obligation has been fulfilled, the Company makes an estimate for variable consideration based on cumulative booking, which is calculated per applicable pricing tier. Additionally, when the same travel booking is processed, the Company makes an estimate for variable consideration for the traveler taking the trip, to the extent that there is a risk of significant reversal constraining the variable consideration, until the trip is taken, since the occurrence of the trip is influenced by outside factors, such as the actions of travelers and weather conditions. Within our Travel Transaction Revenues, payments due from our customers vary from a monthly basis to an annual basis attributable to: a) mark-up fees and certain commissions are received when booking services are performed; b) certain commissions and incentives earned per booking or based on cumulative booking performance due based on the specific billing terms with our customers. The majority of our arrangements with customers have similar terms and conditions within the travel industry, and in general there are short-term variations in billings and collections that are realized within a year. We recognize Fintech Program Revenues at a point in time when the payment of the trip booked by traveler is settled through the fintech program partnered with the Company. Revenue from S oftware-as-a-service (“SaaS”) platform To a lesser extent, we also generate revenues by entering into subscription contracts for access to our travel management offerings. These revenues are reflected within our SaaS platform segment. Under these contracts, payment is collected upfront when the customer signs up to use the platform. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The Company earns variable consideration in the form of a booking fee for each instance a traveler books a trip on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied. Refer to See Note 11 — Revenue for disaggregation of revenue by segment, by stream including underlying travel product and service type, and by sales channel. Sales Tax and Indirect Taxes The Company is subject to certain indirect taxes in certain jurisdictions including but not limited to sales tax, value added tax, excise tax and other taxes we collect concurrent with revenue-producing activities that are excluded from the net revenues we recognize. |
Sales expenses | Sales and marketing expenses Sales and marketing expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) advertising and affiliate marketing costs; (3) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (4) customer relations costs; and (5) customer chargeback provisions. 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 $5.9 million and $18.6 million during the years ended December 31, 2023, and 2022, respectively. |
Marketing expenses | Sales and marketing expenses Sales and marketing expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) advertising and affiliate marketing costs; (3) fees paid to third parties that provide call center, website content translations, fraud protection services and other services; (4) customer relations costs; and (5) customer chargeback provisions. 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 $5.9 million and $18.6 million during the years ended December 31, 2023, and 2022, 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 discounts |
Stock-based compensation | Stock-based compensation 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’s 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. See Note 20—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 stockholders’ 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 their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment. |
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 GDS service providers 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, cash equivalents, restricted cash, short-term investments and accounts receivable. Significant parties are those that represent more than 10% of the Company's total accounts receivable and contract assets. As of December 31, 2023, three financial institutions with other receivable balances accounted for more than 10% of total accounts receivable and contract assets. As of December 31, 2022, two parties accounted for 23% of total accounts receivable and contract assets. The Company’s cash and cash equivalents, restricted cash and short-term investments are held with major financial institutions and such deposits may be in excess of insured limits. The Company believes that the financial institutions that hold the Company’s cash and cash equivalents, restricted cash and short-term investments balances 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, financial institutions, and travel agencies and travelers, and generally does not require collateral for sales on credit. The Company’s accounts receivable due from customers comprise of amounts primarily due from airline companies as our travel suppliers, and banks partnered with our Fintech Program; other receivables primarily due from financial institutions providing scheduled installment payments in Brazil, all of which are well established institutions that the Company believes to be of high quality. As of December 31, 2023, there has been no credit loss estimated for above receivable balances. The Company reviews other accounts receivable balances with agencies and travelers 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 warrants as equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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 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 our Series A-2 and A-3 Preferred Stock (together, “Series A Preferred Stock”) are redeemable at the option of the holder at the fourth year anniversary of the initial issuance in September 2022, and at any point in time by the Company. The shares of the Series A Preferred Stock are classified within temporary equity as events outside the Company’s control triggers such shares to become redeemable. Costs associated with the issuance of redeemable preferred stock are presented as discounts to the fair value of |
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, 2023 and 2022, the Company recognized SEIS income of $0 and $0.8 million, 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 shares of common stock 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 net loss per share 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. As such, Mondee's equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, ITHAX. Therefore, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3— Reverse Recapitalization for details of this recapitalization and Note 21 — Net Loss Per Share for discussions of the retrospective adjustment of net loss per share. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update (“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 Company adopted ASU 2016-13 as of January 1, 2023 with no material impact to its consolidated financial statements. In October 2021, the FASB issued new guidance related 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 U.S. 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 adopted this guidance as of January 1, 2023 and applied Topic 606 to recognize and measure contract assets and contract liabilities of acquisitions executed in fiscal 2023. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative, which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's consolidated financial statements as these requirements were previously incorporated under the SEC Regulations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends disclosure requirements relating to segment reporting, primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. This standard is effective for annual consolidated financial statements for the year ending December 31, 2024 and for interim periods beginning in 2025. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). This standard is effective for annual consolidated financial statements for years ending after December 31, 2024 for public entities. The Company is currently evaluating the impact of this standard on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the consolidated balance sheets (in thousands): December 31, 2023 2022 Cash and cash equivalents $ 27,994 $ 78,841 Restricted cash presented in restricted cash and short-term investments 6,672 — Total cash, cash equivalents and restricted cash $ 34,666 $ 78,841 |
Schedule of 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 and purchased software 3 years Leasehold improvements Shorter of the useful life and the remaining lease term Property and equipment, net consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized and purchased software $ 44,078 $ 32,283 Computer equipment 1,079 912 Furniture and office equipment 288 332 Leasehold improvements 194 14 Capitalized software development in process 4,148 4,107 Total property and equipment 49,787 37,648 Less: accumulated depreciation and amortization (32,476) (26,316) Total property and equipment, net $ 17,311 $ 11,332 |
Schedule of Intangible Assets | Useful Lives Trade name with definite life 15 – 20 years Customer relationships 5 – 15 years Supplier relationships 15 years Developed technology 5 – 10 years Assembled workforce 3 years |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $62.2 million. 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 (in thousands): 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. __________ 1 The number of Legacy Mondee shares was determined from the 1 Mondee Holdings II, Inc. Class A Common Stock outstanding immediately prior to the closing of the Business Combination, converted at the Exchange Ratio of 60,800,000 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants Outstanding | As of December 31, 2023, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement 232,500 $ 11.50 7/18/2022 7/18/2027 Preferred Stock 1,275,000 $ 7.50 10/17/2023 9/29/2027 Preferred Stock 169,500 $ 7.50 12/14/2023 9/29/2027 Total 1,677,000 |
Assumptions Used in the Valuation at Issuance Date | The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants as of September 29, 2022: September 29, 2022 Fair value of Class A Common Stock $ 9.13 Selected volatility 40.00 % Risk-free interest rate 3.98 % Contractual terms (years) 5.00 The following table provides quantitative information regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants as of the respective issuance dates: October 17, and December 14, 2023 Fair value of Class A Common Stock $1.02 - $2.56 Selected volatility 73.00 % Risk-free interest rate 4.00% - 4.94% Contractual terms (years) 3.79 - 3.95 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (in thousands): December 31, 2023 Liabilities Level 1 Level 2 Level 3 Total Foreign currency exchange derivatives (1) $ — $ 300 $ — $ 300 Private placement warrant liability (2) — — 137 137 Orinter earn-out consideration (3) — — 6,540 6,540 Consolid earn-out consideration (4) — — 780 780 Interep earn-out consideration (5) — — 2,240 2,240 Skypass earn-out consideration (6) — — 161 161 Total liabilities $ — $ 300 $ 9,858 $ 10,158 December 31, 2022 Liabilities Level 1 Level 2 Level 3 Total Private placement warrant liability (2) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) The Company uses foreign currency forward contracts with maturities of up to nine months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the consolidated balance sheet at fair value within accrued expenses and other current liabilities. (2) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of December 31, 2023, the Company had 232,500 private placement warrants outstanding. (3) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10 million in aggregate at the end of fiscal years 2023 through 2025. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (4) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1.0 million and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets for the trailing 12 months ending May 12, 2024 and the year ended December 31, 2024. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (5) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3.0 million contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay 2.5% on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of December 31, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s consolidated balance sheets. |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (level 3) (in thousands): Year Ended 2023 2022 Balance, beginning of year $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter 3,060 — Additions of earn-out consideration with the acquisition of Interep 1,700 — Additions of earn-out consideration with the acquisition of Consolid 1,820 — Additions of earn-out consideration with the acquisition of Skypass 434 — Change in the estimated fair value of earn-out consideration 2,707 (597) Balance, end of the year $ 9,721 $ — Fair value of the warrant liability is as follows (in thousands): Year Ended 2023 2022 Balance, beginning of the year 1,293 — Private placement warrants recognized upon closing of reverse recapitalization — 1,721 Transfer of private placement warrants to public warrants — (536) Change in the estimated fair value of private placement warrants (1,156) 108 Balance, end of the year $ 137 $ 1,293 |
Schedule of fair value of Private Placement Warrants | The valuation model utilized the following inputs for the valuation of the earn-out liabilities as of December 31, 2023: Orinter Interep Consolid Skypass Cost of equity 28.0% 32.0% 28.0% 25.5% EBITDA volatility 66.0% 66.0% 74.0% 59.0% Equity volatility 87.0% 87.0% 97.0% 78.0% Required metric risk premium 21.0% 24.5% 21.5% 19.5% Risk-neutral adjustment factor 0.75 - 1.00 0.72 - 1.00 0.91 - 0.97 0.69 - 0.98 December 31, 2023 2022 Stock price $2.76 $10.88 Expected term (in years) 3.6 4.6 Expected volatility 73.0% 60% Risk-free rate 4.0% 4.1% Dividend yield —% —% |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 and purchased software 3 years Leasehold improvements Shorter of the useful life and the remaining lease term Property and equipment, net consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized and purchased software $ 44,078 $ 32,283 Computer equipment 1,079 912 Furniture and office equipment 288 332 Leasehold improvements 194 14 Capitalized software development in process 4,148 4,107 Total property and equipment 49,787 37,648 Less: accumulated depreciation and amortization (32,476) (26,316) Total property and equipment, net $ 17,311 $ 11,332 |
ACQUISITIONS AND DIVESTURES (Ta
ACQUISITIONS AND DIVESTURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of acquisition date fair value of purchase consideration | The acquisition date fair value of consideration transferred for Orinter is as follows (in thousands): Cash consideration (i) $ 21,085 Issuance of Class A Common Stock (ii) 16,037 Fair value of earn-out consideration (iii) 3,060 Total purchase price consideration $ 40,182 (i) Cash consideration of $20.0 million paid and $1.5 million holdback consideration transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. The Company intends to claw back the net working capital adjustment of $0.5 million against the holdback consideration, and recorded this clawback amount in prepaid expenses and other current assets on the consolidated balance sheet. (ii) Issuance of 1,726,405 shares of common stock to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Orinter Closing Date, and (b) 823,203 shares after a period of 24 months from the Orinter Closing Date. (iii) The purchase consideration includes an earn-out obligation of $10.0 million (paid in equal installments over 3 years) contingent on Orinter meeting certain EBITDA targets for the years ended December 31, 2024, 2025 and 2026, respectively. The acquisition date fair value of consideration transferred for Interep is as follows (in thousands): Cash consideration (i) (ii) $ 4,633 Issuance of Class A Common Stock (iii) 3,097 Other consideration - travel credit (iv) 50 Fair value of earn-out consideration (v) 1,700 Total purchase consideration $ 9,480 The acquisition date fair value of consideration transferred for Consolid is as follows (in thousands): Amount Cash consideration $ 3,406 Fair value of earn-out consideration 1,820 Total purchase consideration $ 5,226 The acquisition date fair value of consideration transferred for Skypass is as follows (in thousands): Amount Cash consideration (i) $ 3,214 Issuance of Class A Common Stock at Closing (ii) 5,320 Deferred stock consideration (iii) 1,584 Fair value of earn-out consideration (iv) 434 Total purchase price consideration $ 10,552 |
Summary of fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 624 Accounts receivable 39,960 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 14,524 Operating lease right-of-use-assets 172 Indemnification asset 2,651 Intangible assets 29,650 Fair value of assets acquired 89,364 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Indemnification liability 2,651 Deferred tax liability 8,748 Fair value of liabilities assumed 49,182 Total purchase consideration $ 40,182 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 2,925 Accounts receivable 21,989 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Goodwill 2,403 Indemnification asset 1,844 Intangible assets 7,570 Fair value of assets acquired 37,547 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Indemnification liability 1,844 Deferred tax liability 2,072 Fair value of liabilities assumed 28,067 Total purchase consideration $ 9,480 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 690 Property and equipment 90 Goodwill 1,662 Operating lease right-of-use-assets 143 Intangible assets 1,174 Other non-current assets 41 Fair value of assets acquired 12,655 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,534 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,429 Total purchase consideration $ 5,226 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Estimated Fair Value Cash $ 1,746 Accounts receivable 2,797 Prepaid expenses and other current assets 25 Goodwill 4,009 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 13,718 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,100 Fair value of liabilities assumed 3,166 Total purchase consideration $ 10,552 |
Summary of identifiable intangible assets and estimated useful lives | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (fair value in thousands): Useful life (years) Fair value Customer relationships 11 $ 22,000 Trade names 15 7,650 Total acquired intangibles $ 29,650 |
Schedule of Business Acquisition, Pro Forma Information | The unaudited pro forma financial information did not include the effect of Skypass Acquisition due to its insignificant impact to the Company's consolidated operation results. Year Ended December 31, (in thousands) 2023 2022 Revenues, net $232,983 $191,885 Net loss (43,715) (75,193) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following (in thousands): December 31, 2023 2022 Goodwill $ 88,056 $ 66,420 Intangible assets with indefinite lives 10,653 12,028 Intangible assets with definitive lives, net 91,376 45,342 |
Schedule of Change in Goodwill By Reportable Segments | The following table presents the changes in goodwill by reportable units (in thousands): Travel Marketplace SAAS Platform Total 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 Additions (Note 7 - Acquisitions and Divestitures) 22,598 — 22,598 Divestiture of LBF US (Note 7 - Acquisitions and Divestitures) (1,678) — (1,678) Foreign currency translation impact 716 — 716 Balance as of December 31, 2023 $ 80,635 $ 7,421 $ 88,056 |
Schedule of Definite Life Intangible Assets | Definite life Intangible assets, net consisted of the following as of December 31, 2023 (in thousands): Weighted-average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 8.12 $ 93,139 (36,454) 56,685 Trade name 12.62 21,265 (6,408) 14,857 Supplier relationships 10.98 5,767 (1,538) 4,229 Developed technology 6.57 18,402 (3,276) 15,126 Assembled workforce 2.87 501 (22) 479 Balances as of December 31, 2023 $ 139,074 (47,698) 91,376 Definite life Intangible assets, net consisted of the following as of December 31, 2022 (in thousands): 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 Supplier relationships 12.00 5,767 (1,153) 4,614 Developed technology 6.19 7,220 (2,267) 4,953 Balances as of December 31, 2022 $ 83,345 (38,003) 45,342 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to intangible assets with definite lives is as follows (in thousands): For the years ended December 31, 2024 $ 11,986 2025 11,812 2026 11,442 2027 11,297 2028 11,297 Thereafter 33,542 $ 91,376 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued expenses $ 8,149 $ 3,314 Provision for chargebacks 148 377 Accrued compensation and benefits 7,209 1,374 Accrued travel agent incentives 3,942 3,458 Customer deposits 4,127 — Current portion of operating lease liabilities 1,133 796 Other current liabilities 407 — $ 25,115 $ 9,319 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding loan arrangements | The following table summarizes the Company's outstanding borrowing arrangements, excluding PPP and other governmental loans (in thousands): As of December 31, 2023 2022 Term Loan $ 114,708 $ 106,250 Payment in kind interest on Term Loan 1 56,063 46,518 Others 2,578 14 Total outstanding principal balance 173,349 152,782 Less: Unamortized debt issuance costs and discounts (11,842) (18,386) Total debt 161,507 134,396 Less: Current portion of long-term debt (10,828) (7,514) Long-term debt, net of current portion $ 150,679 $ 126,882 1 Includes paid in kind amendment fee of $1.8 million. The following table sets forth the total interest expense recognized related to the loans payable to lenders and other payment obligations mentioned above (in thousands): Year ended December 31, 2023 2022 Cash interest expense $ 13,637 $ 10,903 Payment in kind interest, net 1 9,363 9,036 LOC commitment charges 152 152 Amortization of debt issuance costs 8,846 6,563 $ 31,998 $ 26,654 1 Represents Payment in Kind Interest for the Company’s outstanding Term Loans, net of the reclassification of interest expense related to capitalized software development amounting to $0.2 million and $0.6 million for the years ended December 31, 2023 and 2022 respectively. |
Schedule of maturities of borrowing arrangements and government loans | The aggregate annual principal maturities of our Term Loan, Orinter short-term loan, and governmental loans for each of the next five years, based on contractual terms are listed in the table below (in thousands): Year ending December 31, Borrowing Arrangements Governmental Loans 2024 $ 10,828 $ 51 2025 162,521 21 2026 — 21 2027 — 21 2028 — 21 Thereafter — 58 $ 173,349 $ 193 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents revenues by segment, underlying travel product and sales channel for the fiscal years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Travel Marketplace revenues $ 222,075 $ 157,473 Travel Transaction revenues 208,842 145,154 Air $ 125,982 $ 144,459 Travel Package 46,434 57 Hotel 26,805 222 Other 9,621 416 Fintech Program revenues 13,233 12,319 SaaS Platform revenues $ 1,250 $ 2,011 Subscription services revenue 1,250 2,011 Revenues, net $ 223,325 $ 159,484 The following table presents the Travel Marketplace segment by sales channel for the fiscal years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Transaction through affiliates and with customers $ 213,892 $ 123,746 Transactions from travelers’ direct bookings 8,183 33,727 Travel Marketplace revenues $ 222,075 $ 157,473 |
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 (in thousands): Accounts Receivable Contract Deferred 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 Increase/(decrease), net 93,796 7,434 (3,001) Ending Balance as of December 31, 2023 $ 115,529 $ 13,228 $ 17,483 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components for loss before income taxes | The components of loss before income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 United States $ (76,838) $ (90,611) International 13,490 500 $ (63,348) $ (90,111) |
Schedule of provision for (benefit from) income taxes | The provision for (benefit from) income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 Current tax expense: Federal $ (235) $ — State 889 109 International 183 455 837 564 Deferred Federal (2,978) (11) State (469) (195) International 79 (231) (3,368) (437) Total (benefit from) provision for income taxes $ (2,531) $ 127 |
Schedule of deferred income tax assets and liabilities | Components of the Company's deferred income tax assets and liabilities are as follows (in thousands): Year ended December 31, 2023 2022 Net operating loss $ 27,423 $ 29,822 Interest expense limitation 28,134 19,068 Deferred revenue 4,318 4,787 Accrual and reserves 4,170 2,033 Stock based compensation 1,671 1,251 Fixed assets — 274 Capitalized research and development costs 4,199 4,380 Capital Loss 1,580 — Lease liability 1,004 627 Other 363 194 72,862 62,436 Valuation allowance (52,240) (47,827) Total deferred tax assets 20,622 14,609 Intangible assets (29,387) (14,314) Fixed Assets (1,940) — Right-of-use lease asset (877) (365) Total deferred tax liabilities (32,204) (14,679) Total net deferred tax liability $ (11,582) $ (70) |
Schedule of effective income tax rate reconciliation | The provision for (benefit from) income taxes differs 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, 2023 2022 Federal tax at statutory rate 21.00 % 21.06 % State, net of federal benefit (0.65) % 5.77 % Stock-based compensation (3.01) % (1.24) % Permanent differences 0.33 % 0.86 % US tax effect of foreign earnings (5.81) % — % Transaction costs (1.24) % 3.69 % PPP loan forgiveness — % 0.60 % Foreign rate differential 3.85 % (0.08) % Change in valuation allowance (3.38) % (13.56) % Impact of business divestiture (5.26) % — % IRC section 162(m) executive compensation limitation (1.33) % (16.73) % Other Items (0.50) % (0.51) % Effective tax rate 4.00 % (0.14) % |
Schedule of unrecognized tax benefits roll forward | As of the year ended December 31, 2023 and December 31, 2022, the Company had $0.4 million and $0 unrecognized tax benefits, respectively, and does not anticipate any significant change to the unrecognized tax benefit balance to occur within the next 12 months. Year ended December 31, (in thousands) 2023 2022 Unrecognized tax benefits, beginning of fiscal year — — Increases related to tax positions taken during prior periods 351 — Unrecognized tax benefits, end of fiscal year $ 351 $ — |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of remaining lease term and weighted-average discount rate for operating leases | As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases are as follows: December 31, 2023 2022 Weighted-average remaining lease term 3.75 4.56 Weighted-average discount rate 15.97 % 12.86 % |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information as of December 31, 2023 and 2022 related to operating leases are as follows (in thousands): Year Ended 2023 2022 Cash paid within operating cash flows $ 1,311 $ 1,178 Operating lease right-of-use assets recognized in exchange for new operating lease obligations 1,474 3,313 |
Schedule of future minimum lease payments under non-cancelable operating leases | As of December 31, 2023, the future minimum lease payments under non-cancelable operating leases are as follows (in thousands): For the years ended December 31, 2024 $ 1,589 2025 1,223 2026 811 2027 498 2028 494 Thereafter 158 Total operating lease payments 4,773 Less: Imputed interest (1,079) Total operating lease liabilities $ 3,694 |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The benefit obligation has been measured as of December 31, 2023, and 2022. 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 (in thousands): Year Ended December 31, 2023 2022 Present value of obligation as at the beginning of the year $ 562 $ 444 Interest cost 29 30 Past service cost 28 — Current service cost 114 169 Benefits paid (234) (142) Net actuarial (gain)/loss recognized in the year (214) 113 Effect of exchange rate changes 30 (52) Present value of obligation as at the end of the year $ 315 $ 562 The following table sets forth the amounts recognized on the consolidated balance sheets (in thousands): Year Ended December 31, 2023 2022 Present value of obligation as at the end of the year $ 315 $ 562 Fair value of plan assets as at the end of the year — — Funded status / (unfunded status) (315) (562) Excess of actual over estimated — — Unrecognized actuarial (gains)/losses — — Net asset/(liability)recognized in consolidated balance sheet $ (315) $ (562) Current portion $ 14 $ 10 Non-current portion $ 301 $ 552 Accumulated benefit obligation in excess of plan assets were as follows (in thousands): Year Ended December 31, 2023 2022 Accumulated benefit obligation $ 91 $ 146 |
Components of net periodic benefit costs | Components of net periodic benefit costs, were as follows (in thousands): Year Ended December 31, 2023 2022 Current service cost $ 114 $ 169 Past service cost 28 — Interest cost 29 30 Net actuarial (gain)/loss recognized in the year (214) 113 Expense (benefit) recognized in the consolidated statement of operations $ (43) $ 312 |
Schedule of components of actuarial loss / (gain) on retirement benefits | The components of actuarial (gain)/loss on retirement benefits are as follows (in thousands): Year Ended December 31, 2023 2022 Actuarial gain/(loss) on arising from change in financial inputs $ 214 $ (162) Actuarial gain/(loss) on arising from experience adjustment — 49 Total actuarial gain/(loss) on obligation $ 214 $ (113) |
Schedule of Defined Benefit Plan, Assumptions | The weighted average actuarial inputs used to determine benefit obligations and net gratuity cost were: Year Ended December 31, 2023 2022 Discount rate 7.35 % 7.45 % Rate of compensation increase 9.59 % 10.00 % |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances and transactions | A summary of balances due to and from related parties, and transactions with related parties are as follows (in thousands): December 31, Balances as at Period End 2023 2022 Amount payable to related party (1) $ 42 $ 13 Amount receivable from related party (2) 43 38 Loan receivable from related party (3) 83 — Note payable to related party (4) 201 197 Rent payable to related parties and an affiliate associated with these related parties and an employee (5) 1,284 — Year Ended December 31, Transactions with Related Parties 2023 2022 Offshore IT and software development services, sales support and other services (6) $ — $ 660 Interest income (7) — 282 Payment made on behalf of Mondee Holdings LLC (8) — 5,241 Service fees (2) — 2,379 Loan receivable from related party (3) 83 — Lease expense (5) 381 169 _________________________ (1) As of December 31, 2022 Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. As of December 31, 2023, Interep owes a travel credit to Asi Ginio, a member of the Board of Directors, in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep in connection with the Interep Acquisition. (2) 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 is owned by the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, the Company provided financing of $0.1 million to its Chief Financial Officer ("CFO") as part of his relocation package. The promissory note bears an annual interest rate of 3.3% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service. (4) The Company has a note payable to the CEO amounting to $0.2 million and $0.2 million as of December 31, 2023 and December 31, 2022, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial. (6) Metaminds Technologies Pvt. Ltd. and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”), provide certain consulting services to Mondee and its subsidiaries in the areas of software development, fulfillment and other support. The CEO co-owns Metaminds with his wife. The CEO is a material shareholder in Mondee, and both the CEO and his wife serve on the Board of Directors of Mondee, Inc. and certain of its subsidiaries. Prior to acquisition of certain assets and liabilities of Metaminds Technologies Pvt Ltd (“Metaminds Technologies”), Mondee hired all employees of Metaminds Technologies and Metaminds Software Solutions Ltd (“Metaminds Software”) in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the for the year ended December 31, 2023. (7) The Company had a secured promissory note receivable from Mondee Group, bearing an interest rate of 2.3% compounded annually, with a 10-year term, and was secured by 14,708 Class A units in Mondee Holdings, LLC. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company’s Class A Common Stock to the extent of $20.3 million and partly by the asset acquisition of Metaminds Technologies (defined below). On March 10, 2023, the Company received — shares of Class A Common Stock, which were valued at $20.3 million. The shares are reflected as treasury stock on the consolidated balance sheet as the shares have not been retired as of December 31, 2023. (8) Corresponds to a payment made to Rocketrip put option holders by the Company on the behalf of Mondee Holdings LLC. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of amounts detailed in segment reconciliation | Such amounts are detailed in our segment reconciliation below (in thousands): Year Ended December 31, 2023 Travel Marketplace SaaS Platform Total Revenue $ 222,075 1,250 223,325 Adjusted EBITDA $ 23,461 (3,943) 19,518 Depreciation and amortization (16,068) Stock-based compensation (13,787) Payroll tax expense related to stock-based compensation (214) Restructuring (expense) income, net (2,371) Acquisition cost (1,238) Legal expenses pertaining to acquisitions (952) Transaction filing fees and related expenses (2,687) Change in fair value of earn-out liability (2,707) Operating loss (20,506) Total other expense, net (42,842) Loss before income taxes (63,348) Provision for income taxes 2,531 Net loss (60,817) Year Ended December 31, 2022 Travel Marketplace SaaS Platform Total Revenue $ 157,473 2,011 159,484 Adjusted EBITDA $ 12,451 (570) 11,881 Depreciation and amortization (11,770) Stock-based compensation (62,042) Restructuring and related costs (2,542) Sale of export incentives (760) Legal expense (744) Warrant transaction expense (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) |
Schedule of revenue by geographic area | The following table represents revenue by geographic area based on the geographic location of the Company’s subsidiaries (in thousands). Geographic stratification changed in the year ended December 31, 2023 as a result of the impact of acquisitions viewed in comparison to the whole company. Year Ended December 31, 2023 2022 United States $ 124,323 $ 149,782 Brazil 81,696 — Rest of Americas 17,149 9,702 Asia Pacific 157 — $ 223,325 $ 159,484 |
Long-lived assets and operating lease assets by geographic areas | The following table represents the Company's long-lived assets (excluding capitalized software) and operating lease assets by geographic area (in thousands). Year Ended December 31, 2023 2022 United States $ 2,432 $ 1,016 India 979 625 Rest of Americas 710 17 $ 4,128 $ 1,658 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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 inputs: 2018, 2017, and 2016 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 2.9 % Selected volatility 26.0 % Expected dividend rate 0 % Weighted-average contractual term (years) 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 inputs: 2021 Grants Expected term (in years) 0 – 2.5 Risk-free interest rate 0.81% – 1.26% Selected volatility 50.92% – 53.85% Expected dividend rate 0 % Weighted-average contractual term (years) 0 – 2.5 |
Summary of Incentive Units activity | The following table summarizes the Class D Incentive Units activity for the year ended December 31, 2022: Number of Class D Weighted Weighted Weighted average 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, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested – December 31, 2022 105,000 $ 9.40 Granted 3,158,078 7.25 Vested 459,426 8.54 Forfeited or canceled 79,600 7.51 Unvested – December 31, 2023 2,724,052 $ 5.91 |
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, 2023. 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 Employee 4/20/2023 180,000 Forfeit add back 10/11/2023 (200,000) Employee 12/31/2023 1,353,333 Unallocated shares — 66,667 Total 9,000,000 |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The estimated fair value of the allocated earn-out shares were determined using a Monte Carlo simulation valuation model. Inputs used in the valuation of allocated shares at Closing Date were as follows: July 18, 2022 Fair Value of Class A Common Stock $10.13 Selected Volatility 60 % Risk-free interest rate 3.14 % Contractual terms (years) 4.0 The grant-date fair values of the earn-outs, subsequent to the Closing Date, granted to employees and non-employees were determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: September 2022 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 Company granted 180,000 shares on April 20, 2023. The estimated grant date fair value of shares allocated in April 2023 was determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: April 20, 2023 Fair value of Class A Common Stock $10.70 Selected volatility 65.0% Risk-free interest rate 3.9% Contractual term (years) 3.2 The Company granted 1,353,000 shares on December 31, 2023. The estimated grant date fair value of shares allocated in December 2023 was determined using the Monte Carlo simulation method. Inputs used in the valuation were as follows: December 31, 2023 Fair value of Class A Common Stock $2.76 Selected volatility 80.0% Risk-free interest rate 4.1% Contractual term (years) 2.5 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 (in thousands, except for stock and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (60,817) $ (90,238) Cumulative dividends allocated to preferred stockholders (11,557) — Net loss attributable to common stockholders $ (72,374) $ (90,238) Denominator: Weighted average shares outstanding, basic and diluted 77,213,602 67,368,620 Basic and diluted net loss per share $ (0.94) $ (1.34) |
Schedule of potential common shares outstanding that were excluded from computation of diluted net loss per share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share as of the periods presented because including them would be anti-dilutive: December 31, 2023 2022 Common stock warrants 1,677,000 1,507,500 Outstanding earn-out shares 8,933,333 7,600,000 Consolid earnout shares 400,000 — Skypass earnout shares 1,800,000 — Purple Grids earnout shares 2,542,857 — Restricted stock units 2,724,052 105,000 Potential common shares excluded from diluted net loss per share 18,077,242 9,212,500 |
RESTRUCTURING EXPENSE, NET (Tab
RESTRUCTURING EXPENSE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | Activities related to our restructuring impacted our travel marketplace segment. The following is a roll forward of the outstanding restructuring charges by cost type for the year ended December 31, 2023 (in thousands): Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of December 31, 2023 Severance costs $ — $ 2,447 $ (14) $ (1,859) $ 574 Other exit costs — 277 (2) (250) 25 Total $ — $ 2,724 $ (16) $ (2,109) $ 599 |
NATURE OF OPERATIONS - Addition
NATURE OF OPERATIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 5 Months Ended | |||
Jul. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
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) | 1,677,000 | |||
Shares entitled to earn-out shareholders for business combination (in shares) | 9,000,000 | 1,100,000 | 9,000,000 | |
Earn-out shares allocated (in shares) | 6,500,000 | |||
Debt prepayment | $ 41.2 | |||
New shares issued (in shares) | 7,000,000 | |||
Common Class A | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares issued upon conversion (in shares) | 1 | |||
Term Loan | ||||
Shares required to be issued on business consummation | 3,000,000 | |||
PIPE Shares | ||||
Stock price (in dollars per share) | $ 10 | |||
Consideration received | $ 70 | |||
Metaminds | ||||
Asset acquisition purchase consideration | $ 2 | |||
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, 2023 USD ($) segment $ / shares | Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash and short-term investments | $ 8,000 | $ 8,600 | |
Accounts receivable | 116,632 | 21,733 | |
Accounts receivable, allowance of expected credit losses | 5,185 | 4,861 | |
Accounts receivable factoring fee expense | 3,400 | ||
Contract assets, allowance of expected credit losses | 7 | 750 | |
Provision for credit losses, net | 393 | 312 | |
Contract with Customer, Asset, Credit Loss Expense | 1,200 | ||
Revision of estimate | 800 | ||
Advertising expenses | 5,900 | 18,600 | |
Amortization of debt issuance costs | $ 8,846 | 6,563 | |
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 | $ (9,677) | $ 308 | |
Capitalized and purchased software | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Useful life (in years) | 3 years | ||
Credit Concentration Risk | Accounts Receivable Factoring Fees | Operating Expense | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk percentage | 8% | ||
Affiliated Entity | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | $ 29,000 | ||
Customers | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, allowance of expected credit losses | 200 | ||
Customers | Nonrelated Party | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | 5,100 | ||
Financing Institutions | Nonrelated Party | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | 82,600 | ||
Three Parties | Customer Concentration Risk | Accounts Receivable and Contract Assets Benchmark | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk percentage | 10% | ||
Two Parties | Customer Concentration Risk | Accounts Receivable and Contract Assets Benchmark | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk percentage | 23% | ||
Service Exports from India Scheme (SEIS) Income | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other expense, net | $ 0 | $ 800 | |
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Weighted-average Remaining Useful Life (in years) | 20 years | ||
Maximum | Other Long-lived Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Useful life (in years) | 20 years | ||
Restricted Stock Units (RSUs) | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of RSUs vesting if market share met | 0.33 | ||
Restricted Stock Units (RSUs) | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Expected term (in years) | 1 year | ||
Restricted Stock Units (RSUs) | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Expected term (in years) | 3 years | ||
Stock Options | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Expected term (in years) | 4 years | ||
Earn-Out Scenario One | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | |
Earn-Out Scenario Two | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | 15 | 15 | |
Earn-Out Scenario Three | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Closing share price trigger for Business Combination (in dollars per share) | $ / shares | $ 18 | $ 18 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 27,994 | $ 78,841 | |
Restricted cash presented in restricted cash and short-term investments | 6,672 | 0 | |
Total cash, cash equivalents and restricted cash | $ 34,666 | $ 78,841 | $ 15,506 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | Dec. 31, 2023 |
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 and purchased 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) | Dec. 31, 2023 | Jan. 31, 2023 |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 20 years | |
Trade name with definite life | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 15 years | |
Trade name with definite life | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 15 years | |
Trade name with definite life | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 20 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 11 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) | 15 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 | |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 3 years |
REVERSE RECAPITALIZATION - Sche
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 62,200 | |||
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) | 74,747,218 | |||||
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 | |||||
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 | 83,252,040 | 82,266,160 | 60,800,000 | |
Earnout liability (in shares) | 7,400,000 | |||||
Class A Ordinary | ||||||
Reverse Recapitalization [Line Items] | ||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 82,266,160 | 82,266,160 | 83,252,040 | 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 |
REVERSE RECAPITALIZATION - Addi
REVERSE RECAPITALIZATION - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Mar. 10, 2023 | Sep. 29, 2022 | Jul. 18, 2022 | Dec. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization [Line Items] | ||||||
Total shares outstanding prior to and immediately after Business Combination (in shares) | 74,747,218 | |||||
Direct and incremental costs related to legal, accounting and other processional fees | $ 28,400 | |||||
Percentage of outstanding common stock owned by CEO | 83% | |||||
Legacy Mondee shares (in shares) | 60,800,000 | |||||
Payment of offering costs for Business Combination | $ (1,400) | $ (300) | $ (4,462) | $ (23,704) | ||
Mondee Group LLC | ||||||
Reverse Recapitalization [Line Items] | ||||||
Issuance of shares of parent stock and put option | $ 20,300 | $ 20,300 | ||||
Metaminds | ||||||
Reverse Recapitalization [Line Items] | ||||||
Asset acquisition purchase consideration | 2,000 | |||||
Private Placement | ||||||
Reverse Recapitalization [Line Items] | ||||||
Transaction costs attributable to issuance of private warrants | $ 300 | |||||
Legacy Mondee | ||||||
Reverse Recapitalization [Line Items] | ||||||
Direct and incremental costs related to legal, accounting and other processional fees | 14,800 | |||||
ITHAX | ||||||
Reverse Recapitalization [Line Items] | ||||||
Direct and incremental costs related to legal, accounting and other processional fees | $ 13,600 |
WARRANTS - Common Stock Warrant
WARRANTS - Common Stock Warrants Outstanding (Details) - $ / shares | Dec. 31, 2023 | Dec. 14, 2023 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1,677,000 | |
Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 232,500 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Series A Preferred Stock Issued 10/17/23 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1,275,000 | |
Exercise price of warrants (in dollars per share) | $ 7.50 | |
Series A Preferred Stock Issued 12/14/23 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 169,500 | |
Exercise price of warrants (in dollars per share) | $ 7.50 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Sep. 29, 2022 $ / shares shares | Sep. 16, 2022 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 14, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 18, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 1,677,000 | ||||||
Shares converted (in shares) | shares | 105,000 | ||||||
Changes in fair value of warrant liability | $ | $ (1,156,000) | $ 108,000 | |||||
Proceeds from exercise of common stock warrants | $ | 0 | 1,368,000 | |||||
Number of securities tendered (in shares) | shares | 10,741,390 | ||||||
Repurchase of public warrants (Refer to Note 4) | $ | $ 7,500,000 | 0 | 7,481,000 | ||||
Incremental direct cost | $ | $ 500,000 | ||||||
Warrant liability | $ | $ 137,000 | $ 1,293,000 | |||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Redeemable preferred shares issued and sold | shares | 85,000 | 11,300 | 11,300 | 85,000 | |||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Threshold trading days | 20 | ||||||
Trading period | 30 | ||||||
Reference value (in dollars per share) | $ 18 | ||||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Threshold number of business days before sending notice of redemption to warrant holders (in days) | 30 | ||||||
Shares issued upon exercise of common stock warrants (in shares) | shares | 118,942 | ||||||
Proceeds from exercise of common stock warrants | $ | $ 1,400,000 | ||||||
Warrants redeemed (in shares) | shares | 1,319,653 | ||||||
Warrant liability | $ | $ 0 | ||||||
Public Warrants | ITHAX | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 12,075,000 | ||||||
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) | $ 3.07 | ||||||
Private Placement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 232,500 | ||||||
Changes in fair value of warrant liability | $ | $ (1,200,000) | $ (100,000) | |||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||
Redeemable Preferred stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Incremental cost of warrants issued per share (USD per share) | $ 1.49 | ||||||
PIPE Financing | ITHAX | |||||||
Class of Warrant or Right [Line Items] | |||||||
Reference value (in dollars per share) | $ 11.50 | ||||||
Warrants outstanding (in shares) | shares | 337,500 | ||||||
Redeemable Preferred stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 1,275,000 | 1,444,500 | |||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||
Common shares, par value (per share) | $ 0.0001 | ||||||
Warrant grant date fair value (in dollars per share) | $ 2.38 | ||||||
Common Class A | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 0.65 | ||||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
WARRANTS - Summary of Warrant A
WARRANTS - Summary of Warrant Activity (Details) - Common Stock Warrants | Sep. 29, 2022 $ / shares |
Class of Warrant or Right [Line Items] | |
Warrant term (in years) | 5 years |
Fair value of Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 9.13 |
Selected volatility | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 0.4000 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants, measurement input | 0.0398 |
WARRANTS - Warrant Assumptions
WARRANTS - Warrant Assumptions (Details) | Dec. 14, 2023 $ / shares | Oct. 17, 2023 $ / shares | Sep. 29, 2022 $ / shares |
Redeemable Preferred stock | Selected volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.7300 | 0.7300 | |
Common Stock Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant term (in years) | 5 years | ||
Common Stock Warrants | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Warrant term (in years) | 3 years 9 months 14 days | 3 years 9 months 14 days | |
Common Stock Warrants | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Warrant term (in years) | 3 years 11 months 12 days | 3 years 11 months 12 days | |
Common Stock Warrants | Selected volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.4000 | ||
Common Stock Warrants | Fair value of Class A Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 9.13 | ||
Common Stock Warrants | Fair value of Class A Common Stock | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 1.02 | 1.02 | |
Common Stock Warrants | Fair value of Class A Common Stock | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 2.56 | 2.56 | |
Common Stock Warrants | Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0398 | ||
Common Stock Warrants | Risk-free interest rate | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0400 | 0.0400 | |
Common Stock Warrants | Risk-free interest rate | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0494 | 0.0494 |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial Assets and Liabilities Measured at Fair Value (Details) $ in Thousands | Aug. 12, 2023 shares | May 12, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 01, 2021 shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 1,677,000 | ||||||
Orinter Tour & Travel | Earn Out Liability | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out obligation | $ 10,000 | ||||||
Consolid | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Value of shares issued for acquisition | $ 1,000 | ||||||
Number of shares receivable as merger consideration (in shares) | shares | 400,000 | ||||||
Interep | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares receivable as merger consideration (in shares) | shares | 411,000 | ||||||
Earn-out component aggregate | $ 3,000 | ||||||
Skypass | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares receivable as merger consideration (in shares) | shares | 1,800,000 | ||||||
Additional shares of EBITDA target (percentage) | 0.025 | ||||||
Private Placement | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 232,500 | ||||||
ITHAX | Private Placement | PIPE Financing | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of warrants to purchase shares issued (in shares) | shares | 675,000 | ||||||
Fair Value, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Foreign currency exchange derivatives | $ 300 | ||||||
Total liabilities | 10,158 | ||||||
Fair Value, Recurring | Orinter Tour & Travel | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 6,540 | ||||||
Fair Value, Recurring | Consolid | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 780 | ||||||
Fair Value, Recurring | Interep | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 2,240 | ||||||
Fair Value, Recurring | Skypass | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 161 | ||||||
Fair Value, Recurring | Private Placement | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Private warrant liability | 137 | $ 1,293 | |||||
Fair Value, Recurring | Level 1 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Foreign currency exchange derivatives | 0 | ||||||
Total liabilities | 0 | ||||||
Fair Value, Recurring | Level 1 | Orinter Tour & Travel | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 1 | Consolid | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 1 | Interep | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 1 | Skypass | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 1 | Private Placement | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Private warrant liability | 0 | 0 | |||||
Fair Value, Recurring | Level 2 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Foreign currency exchange derivatives | 300 | ||||||
Total liabilities | 300 | ||||||
Fair Value, Recurring | Level 2 | Orinter Tour & Travel | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 2 | Consolid | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 2 | Interep | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 2 | Skypass | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 0 | ||||||
Fair Value, Recurring | Level 2 | Private Placement | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Private warrant liability | 0 | 0 | |||||
Fair Value, Recurring | Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Foreign currency exchange derivatives | 0 | ||||||
Total liabilities | 9,858 | ||||||
Fair Value, Recurring | Level 3 | Earn Out Liability | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out obligation | 9,721 | 0 | $ 597 | ||||
Fair Value, Recurring | Level 3 | Orinter Tour & Travel | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 6,540 | ||||||
Fair Value, Recurring | Level 3 | Consolid | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 780 | ||||||
Fair Value, Recurring | Level 3 | Interep | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 2,240 | ||||||
Fair Value, Recurring | Level 3 | Skypass | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Earn-out consideration | 161 | ||||||
Fair Value, Recurring | Level 3 | Private Placement | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Private warrant liability | 137 | 1,293 | |||||
Earn-out obligation | $ 137 | $ 1,293 | $ 0 |
FAIR VALUE MEASUREMENT - Additi
FAIR VALUE MEASUREMENT - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on foreign currency translation | $ 100 | |
Changes in fair value of warrant liability | (1,156) | $ 108 |
Level 3 | Earn Out Liability | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in the estimimated fair value | (2,707) | 597 |
Private Placement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Changes in fair value of warrant liability | (1,200) | (100) |
Private Placement | Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in the estimimated fair value | (1,156) | $ 108 |
Foreign Exchange Forward | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 9,600 |
FAIR VALUE MEASUREMENT - Fair V
FAIR VALUE MEASUREMENT - Fair Value Adjustments of Earn-Out Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in the estimated fair value of private placement warrants | Change in the estimated fair value of private placement warrants | |
Fair Value, Recurring | Level 3 | Private Placement | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 1,293 | $ 0 |
Private placement warrants recognized upon closing of reverse recapitalization | 0 | 1,721 |
Transfer of private placement warrants to public warrants | 0 | (536) |
Change in the estimimated fair value | (1,156) | 108 |
Ending balance | 137 | 1,293 |
Fair Value, Recurring | Level 3 | Earn Out Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | 597 |
Change in the estimimated fair value | (2,707) | 597 |
Ending balance | 9,721 | 0 |
Fair Value, Recurring | Level 3 | Earn Out Liability | Orinter Tour & Travel | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Addition of earn-out consideration | 3,060 | 0 |
Fair Value, Recurring | Level 3 | Earn Out Liability | Interep | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Addition of earn-out consideration | 1,700 | 0 |
Fair Value, Recurring | Level 3 | Earn Out Liability | Consolid | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Addition of earn-out consideration | 1,820 | 0 |
Fair Value, Recurring | Level 3 | Earn Out Liability | Skypass | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Addition of earn-out consideration | $ 434 | $ 0 |
FAIR VALUE MEASUREMENT - Fair_2
FAIR VALUE MEASUREMENT - Fair Value Measurement of Earn-Out Consideration (Details) - Level 3 | Dec. 31, 2023 USD ($) |
Orinter Tour & Travel | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.280 |
Orinter Tour & Travel | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.660 |
Orinter Tour & Travel | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.870 |
Orinter Tour & Travel | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.210 |
Orinter Tour & Travel | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.75 |
Orinter Tour & Travel | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 1 |
Interep | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.320 |
Interep | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.660 |
Interep | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.870 |
Interep | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.245 |
Interep | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.72 |
Interep | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 1 |
Consolid | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.280 |
Consolid | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.740 |
Consolid | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.970 |
Consolid | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.215 |
Consolid | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.91 |
Consolid | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.97 |
Skypass | Cost of equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.255 |
Skypass | EBITDA volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.590 |
Skypass | Equity volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.780 |
Skypass | Required metric risk premium | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.195 |
Skypass | Risk-neutral adjustment factor | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.69 |
Skypass | Risk-neutral adjustment factor | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earn-out consideration, measurement input | 0.98 |
FAIR VALUE MEASUREMENT - Privat
FAIR VALUE MEASUREMENT - Private Placement Warrant Liability (Details) - Private Placement - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 1,293 | $ 0 |
Private placement warrants recognized upon closing of reverse recapitalization | 0 | 1,721 |
Transfer of private placement warrants to public warrants | 0 | (536) |
Remeasurement period adjustment for earn out liability | (1,156) | 108 |
Ending balance | $ 137 | $ 1,293 |
FAIR VALUE MEASUREMENT - Measur
FAIR VALUE MEASUREMENT - Measurement Inputs (Details) - Private Placement | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant term (in years) | 3 years 7 months 6 days | 4 years 7 months 6 days |
Fair value of Class A Common Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock price | $ 2.76 | $ 10.88 |
Selected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.730 | 0.60 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.040 | 0.041 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0 | 0 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 49,787 | $ 37,648 |
Less: accumulated depreciation and amortization | (32,476) | (26,316) |
Total property and equipment, net | 17,311 | 11,332 |
Depreciation and amortization | 16,068 | 11,770 |
Capitalized software development costs | 11,900 | 7,400 |
Capitalized and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 44,078 | 32,283 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,079 | 912 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 288 | 332 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 194 | 14 |
Capitalized software development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,148 | 4,107 |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 6,500 | $ 5,400 |
ACQUISITIONS AND DIVESTURES - A
ACQUISITIONS AND DIVESTURES - Acquisition Date Fair Value of Purchase Consideration (Details) - USD ($) $ in Thousands | Aug. 12, 2023 | May 12, 2023 | Jan. 31, 2023 |
Orinter Tour & Travel | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 21,085 | ||
Shares paid | 16,037 | ||
Fair value of earn-out consideration | 3,060 | ||
Total purchase price consideration | 40,182 | ||
Cash paid at close | 20,000 | ||
Escrow deposit | $ 1,500 | ||
Earn out period (in years) | 3 years | ||
Orinter Tour & Travel | Common Class A | |||
Business Acquisition [Line Items] | |||
Number of shares receivable as merger consideration (in shares) | 1,726,405,000 | ||
Orinter Tour & Travel | Period One | Common Class A | |||
Business Acquisition [Line Items] | |||
Shares maintained in escrow, term (in years) | 12 months | ||
Common stock shares acquired, maintained in escrow (in shares) | 903,202,000 | ||
Orinter Tour & Travel | Period Two | Common Class A | |||
Business Acquisition [Line Items] | |||
Shares maintained in escrow, term (in years) | 24 months | ||
Common stock shares acquired, maintained in escrow (in shares) | 823,203,000 | ||
Orinter Tour & Travel | Earn Out Liability | |||
Business Acquisition [Line Items] | |||
Earn-out obligation | $ 10,000 | ||
Interep | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 4,000 | ||
Shares paid | 3,097 | ||
Fair value of earn-out consideration | 1,700 | ||
Total purchase price consideration | $ 9,480 | ||
Number of shares receivable as merger consideration (in shares) | 411,000 | ||
Cash consideration | $ 4,633 | ||
Other consideration - travel credit | 50 | ||
Consolid | |||
Business Acquisition [Line Items] | |||
Cash consideration | 3,406 | ||
Fair value of earn-out consideration | 1,820 | ||
Total purchase price consideration | $ 5,226 | ||
Number of shares receivable as merger consideration (in shares) | 400,000 | ||
Skypass | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 3,214 | ||
Shares paid | 5,320 | ||
Deferred stock consideration | 1,584 | ||
Fair value of earn-out consideration | 434 | ||
Total purchase price consideration | $ 10,552 | ||
Number of shares receivable as merger consideration (in shares) | 1,800,000 |
ACQUISITIONS AND DIVESTURES - F
ACQUISITIONS AND DIVESTURES - Fair Values of Assets Acquired and Liabilities Assumed as of the Date of Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Aug. 12, 2023 | May 12, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 88,056 | $ 66,420 | $ 66,420 | |||
Deferred income tax asset | 700 | |||||
Deferred income tax | $ 15,000 | |||||
Orinter Tour & Travel | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 624 | |||||
Accounts receivable | 39,960 | |||||
Prepaid expenses and other current assets | 1,447 | |||||
Property and equipment | 336 | |||||
Goodwill | 14,524 | |||||
Operating lease right-of-use-assets | 172 | |||||
Indemnification asset | 2,651 | |||||
Intangible assets | 29,650 | |||||
Fair value of assets acquired | 89,364 | |||||
Accounts payable | 31,243 | |||||
Accrued expenses and other current liabilities | 6,437 | |||||
Operating lease liabilities | 103 | |||||
Deferred income tax | $ 8,748 | |||||
Indemnification liability | 2,651 | |||||
Fair value of liabilities assumed | 49,182 | |||||
Total purchase consideration | $ 40,182 | |||||
Interep | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 2,925 | |||||
Accounts receivable | 21,989 | |||||
Prepaid expenses and other current assets | 683 | |||||
Property and equipment | 61 | |||||
Goodwill | 2,403 | |||||
Operating lease right-of-use-assets | 63 | |||||
Other non-current assets | 9 | |||||
Indemnification asset | 1,844 | |||||
Intangible assets | 7,570 | |||||
Fair value of assets acquired | 37,547 | |||||
Accounts payable | 22,962 | |||||
Accrued expenses and other current liabilities | 1,112 | |||||
Operating lease liabilities | 63 | |||||
Other long-term liabilities | 14 | |||||
Deferred income tax | 2,072 | |||||
Indemnification liability | 1,844 | |||||
Fair value of liabilities assumed | 28,067 | |||||
Total purchase consideration | 9,480 | |||||
Consolid | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 4,050 | |||||
Accounts receivable | 3,569 | |||||
Prepaid expenses and other current assets | 1,236 | |||||
Property and equipment | 90 | |||||
Goodwill | 1,662 | |||||
Operating lease right-of-use-assets | 143 | |||||
Other non-current assets | 41 | |||||
Deferred income tax asset | 690 | |||||
Intangible assets | 1,174 | |||||
Fair value of assets acquired | 12,655 | |||||
Accounts payable | 5,441 | |||||
Accrued expenses and other current liabilities | 1,534 | |||||
Operating lease liabilities | 143 | |||||
Other long-term liabilities | 311 | |||||
Fair value of liabilities assumed | 7,429 | |||||
Total purchase consideration | $ 5,226 | |||||
Skypass | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,746 | |||||
Accounts receivable | 2,797 | |||||
Prepaid expenses and other current assets | 25 | |||||
Goodwill | 4,009 | |||||
Operating lease right-of-use-assets | 1,006 | |||||
Intangible assets | 4,135 | |||||
Fair value of assets acquired | 13,718 | |||||
Accounts payable | 668 | |||||
Accrued expenses and other current liabilities | 684 | |||||
Operating lease liabilities | 714 | |||||
Deferred income tax | 1,100 | |||||
Fair value of liabilities assumed | 3,166 | |||||
Total purchase consideration | $ 10,552 |
ACQUISITIONS AND DIVESTURES -_2
ACQUISITIONS AND DIVESTURES - Fair Value of Identifiable Intangible Assets and Their Estimated Useful Lives (Details) $ in Thousands | Jan. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair value | $ 29,650 |
Customer relationships | |
Business Acquisition [Line Items] | |
Weighted-average Remaining Useful Life (in years) | 11 years |
Fair value | $ 22,000 |
Trade name | |
Business Acquisition [Line Items] | |
Weighted-average Remaining Useful Life (in years) | 15 years |
Fair value | $ 7,650 |
ACQUISITIONS AND DIVESTURES -_3
ACQUISITIONS AND DIVESTURES - Additional information (Details) $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Nov. 13, 2023 USD ($) shares | Aug. 12, 2023 USD ($) shares | May 12, 2023 USD ($) installment shares | Jan. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Clawback amount | $ (600) | ||||||||
Fair value | $ 29,650 | ||||||||
Goodwill | $ 88,056 | $ 88,056 | $ 66,420 | $ 66,420 | |||||
Common stock repurchased (in shares) | shares | 2,389,954 | ||||||||
Common stock repurchased | $ 9,970 | ||||||||
Non-cash gain on LBF US divestiture, net | 1,415 | 0 | |||||||
Other expense, net | (9,677) | 308 | |||||||
Cash paid for LBF US transition services | 7,697 | $ 0 | |||||||
Acquisition related costs | 1,238 | ||||||||
Deferred income tax | $ 15,000 | 15,000 | |||||||
LBF Travel Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock repurchased | 1,782 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Support obligation | $ 500 | ||||||||
Consideration for divesture | 1,300 | ||||||||
Non-cash gain on LBF US divestiture, net | $ 1,300 | ||||||||
Other expense, net | (10,400) | ||||||||
Cash paid for LBF US transition services | 7,700 | ||||||||
Unpaid transaction services | $ 2,700 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | Common Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock repurchased (in shares) | shares | 200,000 | ||||||||
Common stock repurchased | $ 1,800 | ||||||||
Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 22,000 | ||||||||
Weighted-average Remaining Useful Life (in years) | 11 years | ||||||||
Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 7,650 | ||||||||
Weighted-average Remaining Useful Life (in years) | 15 years | ||||||||
Assembled workforce | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-average Remaining Useful Life (in years) | 3 years | 3 years | |||||||
Orinter Tour & Travel | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue of acquiree | $ 63,700 | ||||||||
Pretax net income of acquiree | 11,700 | ||||||||
Cash consideration | 21,085 | ||||||||
Clawback amount | (500) | ||||||||
Goodwill | 14,524 | ||||||||
Transaction cost | 400 | ||||||||
Total purchase consideration | 40,182 | ||||||||
Deferred income tax | 8,748 | ||||||||
Orinter Tour & Travel | Earn Out Liability | |||||||||
Business Acquisition [Line Items] | |||||||||
Earn-out obligation | $ 10,000 | ||||||||
Interep | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue of acquiree | $ 18,300 | ||||||||
Pretax net income of acquiree | 2,300 | ||||||||
Cash consideration | 4,000 | ||||||||
Deferred payment | $ 700 | ||||||||
Number of payment installments | installment | 36 | ||||||||
Number of shares receivable as merger consideration (in shares) | shares | 411,000 | ||||||||
Other consideration - travel credit | $ 50 | ||||||||
Earn-out component aggregate | 3,000 | ||||||||
Goodwill | 2,403 | ||||||||
Acquisition related costs | $ 100 | ||||||||
Total purchase consideration | 9,480 | ||||||||
Deferred income tax | 2,072 | ||||||||
Interep | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 5,200 | ||||||||
Weighted-average Remaining Useful Life (in years) | 7 years 6 months | ||||||||
Interep | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 2,300 | ||||||||
Weighted-average Remaining Useful Life (in years) | 15 years | ||||||||
Consolid | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue of acquiree | 5,700 | ||||||||
Pretax net income of acquiree | $ 1,200 | ||||||||
Cash consideration | $ 3,406 | ||||||||
Contingent consideration, cash portion | $ 1,000 | ||||||||
Number of shares receivable as merger consideration (in shares) | shares | 400,000 | ||||||||
Goodwill | $ 1,662 | ||||||||
Acquisition related costs | 300 | ||||||||
Total purchase consideration | 5,226 | ||||||||
Consolid | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 700 | ||||||||
Weighted-average Remaining Useful Life (in years) | 8 years 6 months | ||||||||
Consolid | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 500 | ||||||||
Weighted-average Remaining Useful Life (in years) | 15 years | ||||||||
Skypass | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 3,214 | ||||||||
Number of shares receivable as merger consideration (in shares) | shares | 1,800,000 | ||||||||
Goodwill | $ 4,009 | ||||||||
Issuance of stock, days | 60 days | ||||||||
Cash payment to acquire business, less net working capital adjustment | $ 3,000 | ||||||||
Contingent period (in years) | 4 years | ||||||||
Additional shares of EBITDA target (percentage) | 0.025 | ||||||||
Acquisition related costs | $ 200 | ||||||||
Total purchase consideration | $ 10,552 | ||||||||
Deferred income tax | $ 1,100 | ||||||||
Skypass | Closing Date | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares receivable as merger consideration (in shares) | shares | 900,000 | ||||||||
Skypass | First, Second, and Third Anniversaries | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares receivable as merger consideration (in shares) | shares | 100,000 | ||||||||
Skypass | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 3,400 | ||||||||
Weighted-average Remaining Useful Life (in years) | 8 years 4 months 24 days | ||||||||
Skypass | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 800 | ||||||||
Weighted-average Remaining Useful Life (in years) | 15 years | ||||||||
Purplegrids | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares receivable as merger consideration (in shares) | shares | 5,500,000 | ||||||||
Total purchase consideration | $ 8,700 | ||||||||
Deferred income tax | 3,100 | ||||||||
Purplegrids | Earn Out Liability | |||||||||
Business Acquisition [Line Items] | |||||||||
Earn-out obligation | 3,200 | ||||||||
Purplegrids | Developed technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 10,900 | ||||||||
Weighted-average Remaining Useful Life (in years) | 7 years | ||||||||
Purplegrids | Assembled workforce | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value | $ 500 | ||||||||
Weighted-average Remaining Useful Life (in years) | 3 years |
ACQUISITIONS AND DIVESTURES -_4
ACQUISITIONS AND DIVESTURES - Fair Value Consideration (Details) - Interep $ in Thousands | May 12, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 4,633 |
Issuance of shares of parent stock and put option | 3,097 |
Other consideration - travel credit | 50 |
Fair value of earn-out consideration | 1,700 |
Total purchase consideration | $ 9,480 |
ACQUISITIONS AND DIVESTURES - P
ACQUISITIONS AND DIVESTURES - Pro Forma Revenue (Details) - LBF Travel Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues, net | $ 232,983 | $ 191,885 |
Net loss | $ (43,715) | $ (75,193) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 88,056 | $ 66,420 | $ 66,420 |
Intangible assets with indefinite lives | 10,653 | 12,028 | |
Intangible assets with definitive lives, net | $ 91,376 | $ 45,342 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | 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 | $ 9.5 | $ 6.3 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill By Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 66,420 | $ 66,420 |
Additions | 22,598 | 0 |
Impairment charges | 0 | |
Divestiture of LBF US (Note 7 - Acquisitions and Divestitures) | 1,678 | |
Foreign currency translation impact | 716 | |
Ending balance | 88,056 | 66,420 |
Travel Marketplace | ||
Goodwill [Roll Forward] | ||
Beginning balance | 58,999 | 58,999 |
Additions | 22,598 | 0 |
Impairment charges | 0 | |
Divestiture of LBF US (Note 7 - Acquisitions and Divestitures) | 1,678 | |
Foreign currency translation impact | 716 | |
Ending balance | 80,635 | 58,999 |
SAAS Platform | ||
Goodwill [Roll Forward] | ||
Beginning balance | 7,421 | 7,421 |
Additions | 0 | 0 |
Impairment charges | 0 | |
Divestiture of LBF US (Note 7 - Acquisitions and Divestitures) | 0 | |
Foreign currency translation impact | 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, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 139,074 | $ 83,345 |
Accumulated Amortization | (47,698) | (38,003) |
Net Carrying Amount | $ 91,376 | $ 45,342 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 8 years 1 month 13 days | 6 years 8 months 26 days |
Gross Carrying Amount | $ 93,139 | $ 60,778 |
Accumulated Amortization | (36,454) | (29,288) |
Net Carrying Amount | $ 56,685 | $ 31,490 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 12 years 7 months 13 days | 8 years 11 months 12 days |
Gross Carrying Amount | $ 21,265 | $ 9,580 |
Accumulated Amortization | (6,408) | (5,295) |
Net Carrying Amount | $ 14,857 | $ 4,285 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 10 years 11 months 23 days | 12 years |
Gross Carrying Amount | $ 5,767 | $ 5,767 |
Accumulated Amortization | (1,538) | (1,153) |
Net Carrying Amount | $ 4,229 | $ 4,614 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 6 years 6 months 25 days | 6 years 2 months 8 days |
Gross Carrying Amount | $ 18,402 | $ 7,220 |
Accumulated Amortization | (3,276) | (2,267) |
Net Carrying Amount | $ 15,126 | $ 4,953 |
Assembled workforce | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Remaining Useful Life (in years) | 2 years 10 months 13 days | |
Gross Carrying Amount | $ 501 | |
Accumulated Amortization | (22) | |
Net Carrying Amount | $ 479 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 11,986 | |
2025 | 11,812 | |
2026 | 11,442 | |
2027 | 11,297 | |
2028 | 11,297 | |
Thereafter | 33,542 | |
Net Carrying Amount | $ 91,376 | $ 45,342 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 8,149 | $ 3,314 |
Provision for chargebacks | 148 | 377 |
Accrued compensation and benefits | 7,209 | 1,374 |
Accrued travel agent incentives | 3,942 | 3,458 |
Customer deposits | $ 4,127 | $ 0 |
Current portion of operating lease liabilities | Other accrued liabilities | Other accrued liabilities |
Current portion of operating lease liabilities | $ 1,133 | $ 796 |
Other current liabilities | 407 | 0 |
Other accrued liabilities | $ 25,115 | $ 9,319 |
DEBT - Paycheck Protection Prog
DEBT - Paycheck Protection Program Loan (PPP Loan) (Details) - USD ($) $ in Millions | May 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Paycheck Protection Program (PPP) Loan | Secured Debt | Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount of loan | $ 2 | $ 3.6 | $ 1.6 |
DEBT - Term Loan (Details)
DEBT - Term Loan (Details) - USD ($) | 12 Months Ended | |||||||
Jan. 11, 2023 | Jul. 17, 2022 | Jun. 22, 2021 | Dec. 23, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 24, 2022 | |
Debt Instrument [Line Items] | ||||||||
Related party borrowings | $ 1,800,000 | |||||||
Paid in kind (percent) | 12.25% | |||||||
Total debt | 161,507,000 | $ 134,396,000 | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment rate | 3% | |||||||
Prepayment fee on debt | $ 1,200,000 | |||||||
Fixed interest rate (in percent) | 2.50% | |||||||
Term Loan | Level 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, fair value | $ 149,000,000 | 143,700,000 | ||||||
Term Loan | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate | 8.50% | |||||||
Term Loan | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum aggregate principal amount | $ 150,000,000 | |||||||
Term Loan | 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 | $ 1,800,000 | |||||||
Term Loan | Revolving Credit Facility | Line of Credit | Wingspire Capital LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum aggregate principal amount | $ 15,000,000 | |||||||
Term Loan | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin (percent) | 1% | |||||||
Term Loan | Class G Units | ||||||||
Debt Instrument [Line Items] | ||||||||
Unit price per share (in dollars per share) | $ 3.25 | |||||||
Term Loan | Class G Units | Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock to be issued, control agreement (in shares) | 3,600,000 | |||||||
Term Loan | On or before July 31, 2022 | Class G Units | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock to be issued, control agreement (in shares) | 3,000,000 | |||||||
Term Loan | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment of term loan | $ 40,000,000 | |||||||
Term Loan | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate | 7% | 8.50% | ||||||
Term Loan | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate | 10.50% | 10.50% | ||||||
Wingspire Capital, Term Loan | Wingspire Capital LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount drawn | 15,000,000 | |||||||
Wingspire Capital, Term Loan | Level 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, fair value | $ 13,900,000 | |||||||
Wingspire Capital, Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 17.10% | |||||||
Wingspire Capital, Term Loan A | Wingspire Capital LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 30,000,000 | |||||||
Wingspire Capital, Term Loan A | Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit increase | 20,000,000 | |||||||
Debt Instrument, Covenant, EBITDA Threshold Minimum | 25,000,000 | |||||||
Covenant, minimum draw threshold | $ 5,000,000 | |||||||
Orinter | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 23% | 22.90% |
DEBT - Orinter Short-Term Loan
DEBT - Orinter Short-Term Loan (Details) $ in Thousands, € in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | |
Debt Instrument [Line Items] | |||
Accounts receivable factoring fee expense | $ 3,400 | ||
Cash paid for interest | $ 17,190 | $ 10,820 | |
Orinter Short-term Loan | |||
Debt Instrument [Line Items] | |||
Fixed interest rate (in percent) | 6.7489% | ||
Amount of loan | € | € 2.2 |
DEBT - Outstanding Borrowing Ar
DEBT - Outstanding Borrowing Arrangements, Excluding PPP and Other Governmental Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total outstanding principal balance | $ 173,349 | $ 152,782 |
Less: Unamortized debt issuance costs and discounts | (11,842) | (18,386) |
Total debt | 161,507 | 134,396 |
Less: Current portion of long-term debt | (10,828) | (7,514) |
Long-term debt, net of current portion | 150,679 | 126,882 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | 114,708 | 106,250 |
Cumulative PIK Interest for Wingspire Term Loan B | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | 56,063 | 46,518 |
Others | ||
Debt Instrument [Line Items] | ||
Total outstanding principal balance | $ 2,578 | $ 14 |
DEBT - Total Interest Expense (
DEBT - Total Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Cash interest expense | $ 13,637 | $ 10,903 |
Payment in kind interest, net | 9,363 | 9,036 |
LOC commitment charges | 152 | 152 |
Amortization of debt issuance costs | 8,846 | 6,563 |
Total | 31,998 | 26,654 |
Capitalized and purchased software | ||
Debt Instrument [Line Items] | ||
Payment in kind interest, net | $ 200 | $ 600 |
DEBT - Aggregate Annual Princip
DEBT - Aggregate Annual Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 173,349 | $ 152,782 |
Borrowing Arrangements | ||
Debt Instrument [Line Items] | ||
2024 | 10,828 | |
2025 | 162,521 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total | 173,349 | |
Governmental Loans | ||
Debt Instrument [Line Items] | ||
2024 | 51 | |
2025 | 21 | |
2026 | 21 | |
2027 | 21 | |
2028 | 21 | |
Thereafter | 58 | |
Total | $ 193 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of reportable segments | segment | 2 | |
Revenue recognition is included in contract liability | $ 2,600 | $ 4,000 |
Shortfall fees | $ 2,700 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 223,325 | $ 159,484 |
Travel Marketplace | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 222,075 | 157,473 |
Travel Marketplace | Transaction through affiliates and with customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 213,892 | 123,746 |
Travel Marketplace | Transactions from travelers’ direct bookings | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,183 | 33,727 |
Travel Marketplace | Travel Transaction revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 208,842 | 145,154 |
Travel Marketplace | Air | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 125,982 | 144,459 |
Travel Marketplace | Travel Package | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 46,434 | 57 |
Travel Marketplace | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26,805 | 222 |
Travel Marketplace | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,621 | 416 |
Travel Marketplace | Fintech Program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,233 | 12,319 |
SAAS Platform | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,250 | 2,011 |
SAAS Platform | Subscription services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,250 | $ 2,011 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | ||
Accounts receivables, beginning balance | $ 21,733 | $ 10,178 |
Accounts receivables, increase/(decrease), net | 93,796 | 11,555 |
Accounts receivables, ending balance | 115,529 | 21,733 |
Contract asset, beginning balance | 5,794 | 3,935 |
Contract asset, increase/(decrease), net | 7,434 | 1,859 |
Contract asset, ending balance | 13,228 | 5,794 |
Deferred revenue, beginning balance | (20,484) | (20,738) |
Deferred revenue, increase/(decrease), net | 3,001 | 254 |
Deferred revenue, ending balance | $ (17,483) | $ (20,484) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components for Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (76,838) | $ (90,611) |
International | 13,490 | 500 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | $ (63,348) | $ (90,111) |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense: | ||
Federal | $ (235) | $ 0 |
State | 889 | 109 |
International | 183 | 455 |
Current tax expense: | 837 | 564 |
Deferred | ||
Federal | (2,978) | (11) |
State | (469) | (195) |
International | 79 | (231) |
Deferred income tax expense benefit | (3,368) | (437) |
Total provision (benefit) for income taxes | $ (2,531) | $ 127 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 27,423 | $ 29,822 |
Interest expense limitation | 28,134 | 19,068 |
Deferred revenue | 4,318 | 4,787 |
Accrual and reserves | 4,170 | 2,033 |
Stock based compensation | 1,671 | 1,251 |
Fixed assets | 0 | 274 |
Capitalized research and development costs | 4,199 | 4,380 |
Capital Loss | 1,580 | 0 |
Lease liability | 1,004 | 627 |
Other | 363 | 194 |
Total deferred tax assets, gross | 72,862 | 62,436 |
Valuation allowance | (52,240) | (47,827) |
Total deferred tax assets | 20,622 | 14,609 |
Intangible assets | (29,387) | (14,314) |
Fixed Assets | (1,940) | 0 |
Right-of-use lease asset | (877) | (365) |
Total deferred tax liabilities | (32,204) | (14,679) |
Total net deferred tax liability | $ (11,582) | $ (70) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal tax at statutory rate | 21% | 21.06% |
State, net of federal benefit | (0.65%) | 5.77% |
Stock-based compensation | (3.01%) | (1.24%) |
Permanent differences | 0.33% | 0.86% |
US tax effect of foreign earnings | (5.81%) | 0% |
Transaction costs | (1.24%) | 3.69% |
PPP loan forgiveness | 0% | 0.60% |
Foreign rate differential | 3.85% | (0.08%) |
Change in valuation allowance | (3.38%) | (13.56%) |
Impact of business divestiture | (5.26%) | 0% |
IRC section 162(m) executive compensation limitation | (1.33%) | (16.73%) |
Other Items | (0.50%) | (0.51%) |
Effective tax rate | 4% | (0.14%) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax liabilities from acquisition | $ 15,000 | ||
Deferred income tax asset | 700 | ||
Operating loss carryforwards, federal | 105,100 | ||
Operating loss carryforwards, state | 117,100 | ||
Operating loss carryforwards, will not expire | 62,800 | ||
Net operating loss | 27,423 | $ 29,822 | |
Valuation allowance | 52,240 | 47,827 | |
Amount of valuation allowance increased | 4,400 | 12,200 | |
Unrecognized tax benefits | 351 | $ 0 | $ 0 |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | $ 16,600 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of fiscal year | $ 0 | $ 0 |
Increases related to tax positions taken during prior periods | 351 | 0 |
Unrecognized tax benefits, end of fiscal year | $ 351 | $ 0 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) | 2 Months Ended | 12 Months Ended | |||||
Sep. 30, 2024 | Sep. 29, 2022 USD ($) $ / shares shares | Dec. 14, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Sep. 29, 2024 | Sep. 28, 2024 | |
Class of Stock [Line Items] | |||||||
Redeemable preferred shares issued and sold | shares | 85,000 | 11,300 | 11,300 | 85,000 | |||
Warrants outstanding (in shares) | shares | 1,677,000 | ||||||
Proceeds from issuance of preferred stock | $ 11,300,000 | $ 11,300,000 | $ 85,000,000 | ||||
Temporary equity, conversion ratio | 1 | ||||||
Preferred stock issuance cost | $ 1,400,000 | $ 300,000 | 4,462,000 | 23,704,000 | |||
Dividends accrued | 11,600,000 | $ 0 | |||||
Payments of dividends | $ 0 | ||||||
Series A Preferred Stock Issued 10/17/23 | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 1,275,000 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.50 | ||||||
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 | ||||||
Warrants outstanding (in shares) | shares | 1,275,000 | 1,444,500 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||
Proceeds from issuance of preferred stock | $ 85,000,000 | ||||||
Dividend rate, percentage | 17.74% | 13.99% | |||||
Redeemable Preferred stock | Secured Overnight Financing Rate (SOFR) | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate basis spread on variable rate | 8.50% | ||||||
Redeemable Preferred stock | Forecast | Secured Overnight Financing Rate (SOFR) | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate basis spread on variable rate | 12% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 13, 2021 |
Line of Credit Facility [Line Items] | ||||
Deferred revenue | $ 17,483 | $ 20,484 | $ 20,738 | |
Commercial Commitments | ||||
Line of Credit Facility [Line Items] | ||||
Deferred revenue | 9,200 | |||
Global Collect Services B.V. | ||||
Line of Credit Facility [Line Items] | ||||
Collection claim | $ 500 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Secured letters of credit outstanding | $ 7,900 | $ 7,400 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Operating lease expense | $ 1.6 | $ 1.3 |
Lease expense | $ 0.4 | |
Weighted-average remaining lease term | 3 years 9 months | 4 years 6 months 21 days |
Weighted-average discount rate | 15.97% | 12.86% |
OPERATING LEASES - Supplemental
OPERATING LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Cash paid within operating cash flows | $ 1,311 | $ 1,178 |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 1,474 | $ 3,313 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2024 | $ 1,589 |
2025 | 1,223 |
2026 | 811 |
2027 | 498 |
2028 | 494 |
Thereafter | 158 |
Total operating lease payments | 4,773 |
Less: Imputed interest | (1,079) |
Total operating lease liabilities | $ 3,694 |
EMPLOYEE BENEFIT PLAN - Summary
EMPLOYEE BENEFIT PLAN - Summary of Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Present value of obligation as at the beginning of the year | $ 562 | $ 444 |
Interest cost | 29 | 30 |
Past service cost | 28 | 0 |
Current service cost | 114 | 169 |
Benefits paid | (234) | (142) |
Net actuarial (gain)/loss recognized in the year | (214) | 113 |
Effect of exchange rate changes | 30 | (52) |
Present value of obligation as at the end of the year | $ 315 | $ 562 |
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | consolidated financial statements |
EMPLOYEE BENEFIT PLAN - Amount
EMPLOYEE BENEFIT PLAN - Amount Recognized on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Fair value of plan assets as at the end of the year | $ 0 | $ 0 |
Funded status / (unfunded status) | (315) | (562) |
Excess of actual over estimated | 0 | 0 |
Unrecognized actuarial (gains)/losses | 0 | 0 |
Net asset/(liability)recognized in consolidated balance sheet | (315) | (562) |
Current portion | 14 | 10 |
Non-current portion | $ 301 | $ 552 |
EMPLOYEE BENEFIT PLAN - Accumul
EMPLOYEE BENEFIT PLAN - Accumulated Benefit Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 91 | $ 146 |
EMPLOYEE BENEFIT PLAN - Compone
EMPLOYEE BENEFIT PLAN - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Current service cost | $ 114 | $ 169 |
Past service cost | 28 | 0 |
Interest cost | 29 | 30 |
Net actuarial (gain)/loss recognized in the year | (214) | 113 |
Expense (benefit) recognized in the consolidated statement of operations | $ (43) | $ 312 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | 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, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Actuarial gain/(loss) on arising from change in financial inputs | $ 214 | $ (162) |
Actuarial gain/(loss) on arising from experience adjustment | 0 | 49 |
Net actuarial (gain)/loss recognized in the year | $ 214 | $ (113) |
EMPLOYEE BENEFIT PLAN - Weighte
EMPLOYEE BENEFIT PLAN - Weighted Average Actuarial Assumptions Used To Determine Benefit Obligations and Net Gratuity Cost (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Discount rate | 7.35% | 7.45% |
Rate of compensation increase | 9.59% | 10% |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Balances and Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amount payable to related party(1) | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accounts payable to related parties | $ 42 | $ 13 |
Amount receivable from related party(2) | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accounts payable to related parties | 43 | 38 |
Mondee Group LLC | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accounts payable to related parties | 83 | 0 |
Rent payable to related parties and an affiliate associated with these related parties and an employee | 1,284 | 0 |
Metaminds Software | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accounts payable to related parties | $ 201 | $ 197 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 10, 2023 | Jul. 18, 2022 | May 11, 2021 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Interest income | $ 1,053 | $ 637 | ||||||
Payment made on behalf of Mondee Holdings LLC | $ 0 | $ 5,241 | ||||||
Metaminds Software | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent expense - from Mike Melham and Metaminds Software | $ 381 | 169 | ||||||
Lease term | 11 months | 11 months | ||||||
Amount payable to related party(1) | Offshore IT and software development services, sales support and other services(6) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Services received from related parties | $ 0 | 660 | ||||||
Mondee Group Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest income | $ 0 | 282 | ||||||
Mondee Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of service fee | 10% | |||||||
Interest rate | 2.30% | |||||||
Notes receivable, term | 10 years | |||||||
Number of units secured | 14,708 | 14,708 | ||||||
Shares paid | $ (20,300) | $ (20,300) | ||||||
Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 2% | |||||||
Mondee Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fee from Mondee Group LLC | $ 0 | 2,379 | ||||||
Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan receivable from related party | $ 83 | $ 0 | ||||||
Chief Financial Officer | July 2023 Promissory Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing provided | $ 100 | |||||||
Interest rate | 3.30% |
SEGMENT INFORMATION - Amounts D
SEGMENT INFORMATION - Amounts Detailed in Segment Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 223,325 | $ 159,484 |
Adjusted EBITDA | 19,518 | 11,881 |
Depreciation and amortization | (16,068) | (11,770) |
Stock-based compensation | (13,787) | (62,042) |
Payroll tax expense related to stock-based compensation | (214) | |
Restructuring (expense) income, net | (2,371) | (2,542) |
Sale of export incentives | (760) | |
Acquisition cost | (1,238) | |
Legal expense | (952) | (744) |
Transaction filing fees and related expenses | (2,687) | |
Warrant transaction expense | (326) | |
Change in fair value of earn-out liability | (2,707) | |
Operating Income (Loss), Total | (20,506) | (66,303) |
Total other expense, net | (42,842) | (23,808) |
Loss before income taxes | (63,348) | (90,111) |
Benefit (provision) for income taxes | 2,531 | (127) |
Net loss | (60,817) | (90,238) |
Travel Marketplace | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 222,075 | 157,473 |
SAAS Platform | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 1,250 | 2,011 |
Operating Segments | Travel Marketplace | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 222,075 | 157,473 |
Adjusted EBITDA | 23,461 | 12,451 |
Operating Segments | SAAS Platform | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 1,250 | 2,011 |
Adjusted EBITDA | $ (3,943) | $ (570) |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 223,325 | $ 159,484 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 124,323 | 149,782 |
Brazil | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 81,696 | 0 |
Rest of Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 17,149 | 9,702 |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 157 | $ 0 |
SEGMENT INFORMATION - Long-Live
SEGMENT INFORMATION - Long-Lived Assets and Operating Lease Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 4,128 | $ 1,658 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,432 | 1,016 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 979 | 625 |
Rest of Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 710 | $ 17 |
CLASS A COMMON STOCK (Details)
CLASS A COMMON STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 18, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Common shares, shares outstanding (in shares) | 74,747,218 | |||
Authorized amount | $ 40,000 | |||
Common stock repurchased (in shares) | 2,389,954 | |||
Stock repurchases | $ 9,970 | $ 0 | ||
Average cost per share (in USD per share) | $ 4.16 | |||
Remaining authorized repurchase amount | $ 30,000 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares issued (in shares) | 82,266,160 | |||
Common shares, shares outstanding (in shares) | 83,252,040 | 82,266,160 | 60,800,000 | |
Common stock repurchased (in shares) | 2,389,954 | |||
Restricted Stock Units (RSUs) | ||||
Class of Stock [Line Items] | ||||
Restricted stock units vested (in shares) | 459,426 | |||
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Restricted stock units vested (in shares) | 53,071 | 331,600 | ||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common shares, shares issued (in shares) | 83,252,040 | 82,266,160 | ||
Common shares, shares outstanding (in shares) | 83,252,040 | 82,266,160 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) | 1 Months Ended | 5 Months Ended | 12 Months Ended | 17 Months Ended | ||||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Apr. 30, 2023 shares | Apr. 20, 2023 shares | Sep. 12, 2022 shares | Sep. 07, 2022 shares | Jul. 18, 2022 USD ($) tradingDay $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Total unrecognized stock-based compensation expense | $ | $ 0 | $ 0 | $ 0 | |||||||||||
Allocated share based compensation | $ | 13,787,000 | $ 62,042,000 | ||||||||||||
Unrecognized earn-out compensation expense | $ | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | |||||||||||
Number of consecutive trading days | 20 days | 20 days | ||||||||||||
Total number of trading days | 30 days | 30 days | ||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 9,000,000 | 9,000,000 | 1,100,000 | |||||||||||
Compensation expense upon completion of Business Combination | $ | $ 43,280,000 | 82,057,000 | ||||||||||||
Trading days trigger for Business Combination | tradingDay | 20 | |||||||||||||
Consecutive trading days trigger for Business Combination | tradingDay | 30 | |||||||||||||
Grants in period (in shares) | 1,353,000 | 180,000 | ||||||||||||
Personnel expenses | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Allocated share based compensation | $ | 12,438,000 | $ 61,690,000 | ||||||||||||
Secondary Sale | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Allocated share based compensation | $ | $ 1,800,000 | |||||||||||||
Sale of private placement units (in shares) | 5,250,000 | |||||||||||||
Consideration received | $ | $ 52,500,000 | |||||||||||||
Stock price (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Public Stock Offering - Shares From Related Parties | Related Party | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of private placement units (in shares) | 2,122,529 | |||||||||||||
Consideration received | $ | $ 21,200,000 | |||||||||||||
Secondary Sale, Shares From Current and Former Employees | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of private placement units (in shares) | 2,148,783 | |||||||||||||
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) | $ / shares | $ 12.50 | $ 12.50 | $ 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) | $ / shares | 15 | 15 | 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) | $ / shares | $ 18 | $ 18 | $ 18 | $ 18 | ||||||||||
Investor | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 500,000 | |||||||||||||
Fair value impacts of earn-out shares | $ | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | |||||||||||
Chief Executive Officer | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 6,000,000 | |||||||||||||
Compensation expense upon completion of Business Combination | $ | 50,100,000 | |||||||||||||
Employee | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 1,353,333 | 180,000 | 900,000 | 6,000,000 | 900,000 | |||||||||
Compensation expense upon completion of Business Combination | $ | 6,800,000 | |||||||||||||
Non-employee | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Allocated share based compensation | $ | $ 400,000 | |||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 200,000 | 200,000 | ||||||||||||
Employee and Nonemployee | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 1,533,000 | 1,533,000 | ||||||||||||
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 | 9,615,971 | 9,615,971 | |||||||||||
Class D Management Incentive Units | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorizes for issuance (in shares) | 91,177,477 | |||||||||||||
Granted (in shares) | 0 | 0 | 42,288,769 | |||||||||||
Vesting percentage | 100% | |||||||||||||
Total unrecognized stock-based compensation expense | $ | $ 0 | $ 0 | $ 0 | |||||||||||
Incentive units threshold (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | $ 0.03 | ||||||||||
Allocated share based compensation | $ | $ 1,100,000 | |||||||||||||
Unvested stock units (in shares) | 0 | 0 | 0 | 10,278,486 | ||||||||||
Class D Management Incentive Units | Personnel expenses | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Allocated share based compensation | $ | $ 4,100,000 | |||||||||||||
Class D Management Incentive Units | General and Administrative Expense [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Allocated share based compensation | $ | $ 1,100,000 | |||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Granted (in shares) | 3,158,078 | |||||||||||||
Total unrecognized stock-based compensation expense | $ | $ 16,100,000 | $ 16,100,000 | $ 16,100,000 | |||||||||||
Allocated share based compensation | $ | $ 6,700,000 | $ 3,700,000 | ||||||||||||
Unvested stock units (in shares) | 2,724,052 | 105,000 | 105,000 | 2,724,052 | 105,000 | 2,724,052 | ||||||||
Period of recognition for unrecognized stock-based compensation expense | 2 years 1 month 17 days | |||||||||||||
Percentage of RSUs vesting if market share met | 0.33 | 0.33 | 0.33 | |||||||||||
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 | $ | $ 3,300,000 | |||||||||||||
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) | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares issued (in shares) | 30,727 | |||||||||||||
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% | |||||||||||||
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, 2023 | Apr. 20, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Expected term (in years) | 2 years 6 months | 3 years 2 months 12 days | |||
Risk-free interest rate | 4.10% | 3.90% | |||
Selected volatility | 80% | 65% | |||
2018, 2017 And 2016 Grants | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Risk-free interest rate | 2.90% | ||||
Selected volatility | 26% | ||||
Expected dividend rate | 0% | ||||
2018, 2017 And 2016 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 term (years) | 0 years | ||||
2018, 2017 And 2016 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 term (years) | 2 years 6 months | ||||
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 | ||||
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 term (years) | 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 term (years) | 2 years 6 months |
STOCK-BASED COMPENSATION - Ince
STOCK-BASED COMPENSATION - Incentive Units and RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average grant date fair value of units | |||
Forfeited or canceled (dollars per share) | $ 0.004 | ||
Class D Management Incentive Units | |||
Number of Class D Incentive Units Outstanding | |||
Unvested at the beginning of the period (in shares) | 0 | 10,278,486 | |
Granted (in shares) | 0 | 0 | 42,288,769 |
Vested (in shares) | (10,228,486) | ||
Forfeited or canceled (in shares) | (50,000) | ||
Unvested at the end of the period (in shares) | 0 | 10,278,486 | |
Weighted average grant date fair value of units | |||
Unvested at the beginning of the period (dollars per share) | $ 0 | $ 0.13 | |
Granted (dollars per share) | 0 | ||
Vested (dollars per share) | 0.127 | ||
Unvested at the end of the period (dollars per share) | $ 0 | $ 0.13 | |
Weighted average remaining contractual life (Years) | |||
Weighted average remaining contractual life (in years) | 2 years | ||
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 | $ 0.03 | |
Vested (dollars per share) | 0.03 | ||
Forfeited or canceled (dollars per share) | 0.01 | ||
Unvested at the end of the period (dollars per share) | 0 | $ 0.03 | |
Class D Management Incentive Units | Minimum | |||
Weighted average grant date fair value of units | |||
Granted (dollars per share) | $ 0.002 | ||
Class D Management Incentive Units | Maximum | |||
Weighted average grant date fair value of units | |||
Granted (dollars per share) | $ 0.13 | ||
Restricted Stock Units (RSUs) | |||
Number of Class D Incentive Units Outstanding | |||
Unvested at the beginning of the period (in shares) | 105,000 | ||
Granted (in shares) | 3,158,078 | ||
Vested (in shares) | (459,426) | ||
Forfeited or canceled (in shares) | (79,600) | ||
Unvested at the end of the period (in shares) | 2,724,052 | 105,000 | |
Weighted average grant date fair value of units | |||
Unvested at the beginning of the period (dollars per share) | $ 9.40 | ||
Granted (dollars per share) | 7.25 | ||
Vested (dollars per share) | 8.54 | ||
Forfeited or canceled (dollars per share) | 7.51 | ||
Unvested at the end of the period (dollars per share) | $ 5.91 | $ 9.40 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Allocation of Earnout Shares (Details) - shares | 5 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Oct. 22, 2023 | Apr. 30, 2023 | Sep. 12, 2022 | Sep. 07, 2022 | Jul. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 9,000,000 | 1,100,000 | 9,000,000 | ||||||
Employee | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 1,353,333 | 180,000 | 900,000 | 6,000,000 | 900,000 | ||||
Investor | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 500,000 | ||||||||
Non-employee | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | 200,000 | 200,000 | |||||||
Unallocated shares | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Shares entitled to earn-out shareholders for business combination (in shares) | (200,000) | 66,667 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Fair Value Valuation Assumptions (Details) | Jul. 18, 2022 $ / shares yr |
Fair value of Class A Common Stock | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 10.13 |
Fair value of Class A Common Stock | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 10.19 |
Fair value of Class A Common Stock | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 12.32 |
Selected volatility | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 0.60 |
Selected volatility | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.610 |
Selected volatility | Maximum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.611 |
Risk-free interest rate | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of acquisition | 0.0314 |
Risk-free interest rate | Minimum | |
Schedule Of Reverse Recapitalization [Line Items] | |
Valuation assumptions of earn-outs granted | 0.0348 |
Risk-free interest 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 | 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 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumption Used in Valuation (Details) - $ / shares | Dec. 31, 2023 | Apr. 20, 2023 |
Share-Based Payment Arrangement [Abstract] | ||
Fair value of Class A Common Stock (in dollars per share) | $ 2.76 | $ 10.70 |
Selected volatility | 80% | 65% |
Risk-free interest rate | 4.10% | 3.90% |
Expected term (in years) | 2 years 6 months | 3 years 2 months 12 days |
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, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (60,817) | $ (90,238) |
Cumulative dividends allocated to preferred stockholders | (11,557) | 0 |
Net loss attributable to common stockholders | $ (72,374) | $ (90,238) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 77,213,602 | 67,368,620 |
Weighted average shares outstanding, diluted (in shares) | 77,213,602 | 67,368,620 |
Basic net loss per share (in dollars per share) | $ (0.94) | $ (1.34) |
Diluted net loss per share (in dollars per share) | $ (0.94) | $ (1.34) |
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, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 18,077,242 | 9,212,500 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common share excluded from diluted net loss per share (in shares) | 1,677,000 | 1,507,500 |
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) | 8,933,333 | 7,600,000 |
Consolid 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) | 400,000 | 0 |
Skypass 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) | 1,800,000 | 0 |
Purple grids 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) | 2,542,857 | 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) | 2,724,052 | 105,000 |
RESTRUCTURING EXPENSE, NET - Ad
RESTRUCTURING EXPENSE, NET - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring expense, net | $ 2,371 | $ 2,542 |
Gain on termination of lease | 337 | 0 |
Payments for Restructuring | 2,100 | 1,700 |
Accelerated amortization of right of use assets | $ 0 | $ (900) |
RESTRUCTURING EXPENSE, NET - Sc
RESTRUCTURING EXPENSE, NET - Schedule of Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Cash Payments | $ (2,100) | $ (1,700) |
Travel Marketplace | ||
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2022 | 0 | |
Additions | 2,724 | |
Adjustments | (16) | |
Cash Payments | (2,109) | |
Balance as of December 31, 2023 | 599 | 0 |
Travel Marketplace | Severance costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2022 | 0 | |
Additions | 2,447 | |
Adjustments | (14) | |
Cash Payments | (1,859) | |
Balance as of December 31, 2023 | 574 | 0 |
Travel Marketplace | Other exit costs | ||
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2022 | 0 | |
Additions | 277 | |
Adjustments | (2) | |
Cash Payments | (250) | |
Balance as of December 31, 2023 | $ 25 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Mar. 11, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||
Paid in kind amendment fee | $ 1.8 | |
Subsequent Event | Term Loan | Line of Credit | ||
Subsequent Event [Line Items] | ||
Paid in kind amendment fee | $ 0.4 |