Mondee Holdings, Inc.

CIK:0001828852|SEC Filings

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 58,326	$ 56,771	$ 116,347	$ 106,700
Operating expenses
Sales and marketing expenses	38,107	40,060	78,374	77,505
Personnel expenses, including stock-based compensation of $10,922, $4,467, $16,168, and $6,623, respectively	22,072	12,359	35,288	19,825
General and administrative expenses, including non-employee stock-based compensation of $590, $337, $645, and $742, respectively	4,020	5,227	9,805	9,721
Information technology expenses	268	1,376	2,337	2,299
Provision for credit losses, net	349	(34)	(54)	(701)
Depreciation and amortization	3,653	3,803	9,216	7,189
Restructuring expense, net	158	(168)	(131)	1,361
Total operating expenses	68,627	62,623	134,835	117,199
Loss from operations	(10,301)	(5,852)	(18,488)	(10,499)
Other (expense) income
Interest income	200	290	369	637
Interest expense	(12,818)	(8,415)	(22,750)	(16,632)
Changes in fair value of warrant liability	(7)	393	35	372
Other (expense) income, net	(2,590)	984	(3,495)	1,306
Total other expense, net	(15,215)	(6,748)	(25,841)	(14,317)
Loss before income taxes	(25,516)	(12,600)	(44,329)	(24,816)
Benefit (provision) for income taxes	4	(2,008)	(641)	(2,707)
Net loss	(25,512)	(14,608)	(44,970)	(27,523)
Cumulative dividends allocated to preferred stockholders	(3,937)	(2,686)	(7,742)	(5,164)
Net loss attributable to common stockholders	$ (29,449)	$ (17,294)	$ (52,712)	$ (32,687)
Net loss attributable per share to common stockholders
Net loss attributable per share to common stockholders, basic (in dollars per share)	$ (0.36)	$ (0.22)	$ (0.66)	$ (0.43)
Net loss attributable per share to common stockholders, diluted (in dollars per share)	$ (0.36)	$ (0.22)	$ (0.66)	$ (0.43)
Basic and diluted
Basic (in shares)	80,722,160	77,197,805	79,595,320	76,774,455
Diluted (in shares)	80,722,160	77,197,805	79,595,320	76,774,455
Allocated share based compensation	$ 11,991	$ 4,890	$ 17,298	$ 7,451

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (44,970)	$ (27,523)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	9,216	7,189
Deferred taxes	427	62
Provision for credit losses, net	(54)	(701)
Stock-based compensation	16,813	7,365
Non-cash lease expense and lease impairment charges	914	457
Amortization of loan origination fees	4,183	4,126
Payment in kind interest expense	6,498	2,807
Gain on termination of lease	(458)	(337)
Unrealized (gain) loss on foreign currency exchange derivatives	(570)	129
Change in the estimated fair value of earn-out consideration and warrants	1,262	329
Payment of earn-out consideration in excess of acquisition date fair value	(1,873)	0
Changes in operating assets and liabilities:
Contract assets	(4,871)	(8,795)
Prepaid expenses and other current assets	787	494
Other non-current assets	(419)	(377)
Accrued expenses and other liabilities	1,357	(262)
Deferred revenue	(1,780)	(985)
Operating lease liabilities	(853)	(608)
Net cash provided by (used in) operating activities	11,062	(12,406)
Cash flows from investing activities
Capital expenditures	(7,785)	(4,474)
Cash paid for acquisitions, net of cash acquired	(139)	(21,919)
Purchase of restricted short term investments	0	(231)
Net cash used in investing activities	(7,924)	(26,624)
Cash flows from financing activities
Repayment of debt	(1,900)	(2,063)
Payment of preferred stock offering costs	(28)	0
Loan origination fee for long term debt	(79)	(615)
Payments of tax on vested restricted stock units	(793)	0
Proceeds from common stock issued in connection with employee stock purchase plan	84	0
Payment of earn-out consideration up to acquisition date fair value	(2,460)	0
Payment of deferred consideration for Interep acquisition	(120)	0
Payment of offering costs	0	(3,672)
Proceeds from long term debt	0	15,000
Net cash (used in) provided by financing activities	(5,296)	8,650
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(1,523)	528
Net decrease in cash, cash equivalents, and restricted cash	(3,681)	(29,852)
Cash, cash equivalents, and restricted cash at beginning of period	34,666	78,841
Cash, cash equivalents and restricted cash at end of period	30,985	48,989
Supplemental cash flow information
Cash paid for interest	5,472	5,476
Cash paid for income taxes, net of refunds	244	85
Cash paid for LBF US divestiture and transition service expense	702	0
Non-cash financing and investing activities
Increase to operating right-of-use assets and lease liabilities from new operating leases and lease modifications	1,720	246
Unpaid offering costs	365	0
Unpaid preferred stock offering costs	228	0
Unpaid loan origination fee for long term debt	1,500	0
Property and equipment included in accounts payable	1,822	22
Deferred consideration in connection with acquisition of Interep	0	683
Shares withheld for tax withholding on vesting of restricted stock units	783	1,015
Accrued Series A preferred stock dividend	7,742	5,164
Unpaid consideration in connection with Tailor asset acquisition	501	0
Interest capitalized for software development	326	123
Related Party
Changes in operating assets and liabilities:
Accounts receivable and amounts receivable from related parties	(16)	0
Amounts payable to related parties and accounts payable	0	25
Nonrelated Party
Changes in operating assets and liabilities:
Accounts receivable and amounts receivable from related parties	12,189	(20,468)
Amounts payable to related parties and accounts payable	13,280	24,667
Common Class A \| Orinter
Non-cash financing and investing activities
Issuance of stock	0	19,134
Earnout Shares \| Orinter
Non-cash financing and investing activities
Issuance of stock	$ 0	$ 7,629

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 23,337	$ 27,994
Restricted cash and short-term investments	8,951	7,993
Contract assets, net of allowance of $7 and $7 as of June 30, 2024 and December 31, 2023, respectively	15,459	13,228
Prepaid expenses and other current assets	6,732	7,250
Total current assets	148,885	173,097
Property and equipment, net	23,831	17,311
Goodwill	82,758	88,056
Intangible assets, net	92,288	102,029
Amounts receivable from related parties, excluding current portion	0	43
Operating lease right-of-use assets	4,024	3,232
Deferred income taxes	752	752
Other non-current assets	10,266	7,871
TOTAL ASSETS	362,804	392,391
Current liabilities
Government loans, current portion	20	66
Accrued expenses and other current liabilities	25,853	25,115
Earn-out liability, net, current portion	4,013	4,843
Deferred revenue, current portion	5,213	5,686
Long-term debt, current portion	5,182	10,828
Total current liabilities	162,160	161,569
Deferred income taxes	8,473	12,334
Note payable to related party	203	201
Government loans, excluding current portion	127	142
Earn-out liability, net, excluding current portion	2,116	4,322
Warrant liability	102	137
Long-term debt, excluding current portion	164,104	150,679
Deferred revenue, excluding current portion	10,490	11,797
Operating lease liabilities, excluding current portion	2,825	2,561
Other long-term liabilities	8,088	8,073
Total liabilities	358,688	351,815
Commitments and contingencies (Note 10)
Redeemable preferred stock
Series A preferred stock – 250,000,000 shares authorized, $0.0001 par value, 96,300 shares issued and outstanding as of June 30, 2024 and December 31, 2023 (liquidation preference $117,921 and $110,180 as of June 30, 2024 and December 31, 2023, respectively)	115,734	105,804
Stockholders’ deficit
Common stock – 500,000,000 Class A and 250,000,000 Class C shares authorized, $0.0001 par value, 86,034,886 and 83,252,040 Class A shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	9	8
Treasury stock – 4,623,532 and 4,623,532 shares of Class A Common Stock as of June 30, 2024 and December 31, 2023, respectively	(32,088)	(32,088)
Additional paid-in capital	312,770	306,326
Accumulated other comprehensive (losses) gains	(6,267)	1,598
Accumulated deficit	(386,042)	(341,072)
Total stockholders’ deficit	(111,618)	(65,228)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$ 362,804	$ 392,391
Common Class A
Stockholders’ deficit
Common stock shares issued (in shares)	86,034,886	83,252,040
Total shares outstanding prior to and immediately after Business Combination (in shares)	86,034,886	83,252,040
Nonrelated Party
Current assets
Accounts receivable, net of allowance and amounts receivable from related parties, current portion	$ 94,347	$ 116,632
Current liabilities
Accounts payable	121,838	114,989
Related Party
Current assets
Accounts receivable, net of allowance and amounts receivable from related parties, current portion	59	0
Current liabilities
Accounts payable	$ 41	$ 42