UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 28, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(650 ) 646-3320
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On February 28, 2023, Mondee Holdings, Inc. (the "Company") announced preliminary financial results for its fourth quarter and fiscal year ended December 31, 2022, in a press release (the "Press Release") that is attached hereto as Exhibit 99.1, which is incorporated herein by reference. Attached hereto as Exhibit 99.2 is a presentation regarding the Company’s preliminary financial results for its fourth quarter and fiscal year ended December 31, 2022, which is incorporated herein by reference (the "Investor Presentation").
The Company held a conference call (the "Conference Call") on February 28, 2023 at 8:30 a.m. ET to present the Investor Presentation, discuss its preliminary financial results for its fourth quarter and fiscal year ended December 31, 2022, and provide forward-looking financial guidance. A copy of the transcript of the Conference Call is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On March 1, 2023, the Company determined that certain references on slides 7 and 39 in the Investor Presentation and in the Press Release contained certain errors related to preliminary adjusted non-GAAP EBITDA and preliminary non-GAAP adjusted earnings per share for the fourth quarter ended December 31, 2022. On March 31, 2023, the Company posted on its website a revised version of the Investor Presentation (the "Revised Presentation") and a revised version of the Press Release (the "Revised Press Release") to correct these errors. No other changes have been made to either the Revised Presentation or the Revised Press Release. Attached hereto as Exhibit 99.4 and Exhibit 99.5 are copies of the Revised Presentation and Revised Press Release, respectively, each of which is incorporated herein by reference.
In addition, the other information disclosed on the Conference Call remains unchanged, including preliminary gross revenue and preliminary net revenue for the fourth quarter ended December 31, 2022 and the financial results for the fiscal year ended December 31, 2022.
The information in this report furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Items 2.02 and 7.01 of this report.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 “Results of Operations and Financial Condition” is incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||||
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 99.4 | |||||
| 99.5 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDEE HOLDINGS, INC. | ||||||||
| Dated: March 1, 2023 | ||||||||
| By: | /s/ Daniel Figenshu | |||||||
| Name: Daniel Figenshu | ||||||||
| Title: Chief Financial Officer | ||||||||
Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results February 28, 2023 - 2022 Gross Revenue of $2.2B1, 2.2x 2021's $996M - 2022 Net Revenue of $159M1, 171% of 2021 - 2022 Adjusted EBITDA of $16M1, an increase of over $20M from $(5)M in 2021 - 2023 Annual Guidance of Net Revenue to $230-240M, an increase of 47% at midpoint - Completed Acquisition of Orinter in Brazil, Expanding Footprint to Brazil and Latin America AUSTIN, Texas, Feb. 28, 2023 (GLOBE NEWSWIRE) -- Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms in the leisure and corporate travel sectors, today announced preliminary financial results for the fourth quarter and full year ended December 31, 2022. “We are pleased to have finished 2022 with full recovery of our marketplace net revenue, reaching 171% of our pre-Covid 2019 benchmark year's net revenue, while the industry is still on the upswing at about 70% recovered,”1 said Prasad Gundumogula, Chairman, Chief Executive Officer, and founder of Mondee. “The current market trends and travel reopening tailwinds in the Asia markets, especially China, and other market upsides from the release of our nextGen platform and marketplace evolution, give us confidence to project 47% net revenue growth guidance for 2023 over our strong 2022 performance. Very importantly for our global growth trajectory, we continue to add strength to our significant portfolio of offerings and distribution with the recent acquisition of a leading B2B business in Brazil. We welcome the outstanding and proven Orinter team to the Mondee family and look forward to further rapid and profitable expansion in the LATAM market and globally,” continued Mr. Gundumogula. Fourth Quarter and Full-Year 2022 Preliminary Financial Highlights1,2,3,4,5 Gross revenue of $512 million2 for the quarter increased 42% year-over-year as compared to $362 million in the fourth quarter of 2021 (“4Q21”). 2022 gross revenue of $2.2 billion, representing 2.2x of $1.0 billion in 2021. Net revenue of $40 million for the quarter, up 19% year-over-year as compared to $33 million in 4Q21. 2022 net revenue of over $159 million, representing 171% of $93 million in 2021. Net Loss of $13 million3 for the quarter, a decrease of $4 million as compared to a 4Q21 Net Loss of $9 million. This estimate includes approximately $7 million of earnout related to the ITHAX business combination and management restrictive stock units and $1 million of one-time expenses. 2022 net loss of $87 million, compared with $39 million in 2021, which includes expenses for the aforementioned fourth-quarter one-time expenses as well as $62 million non-cash one-time stock earnouts related to the ITHAX business combination and management restrictive stock units, $3 million one-time restructuring charges, and other non-recurring expenses. Adjusted EBITDA of $6 million for the quarter, an improvement of over $7 million as compared to a 4Q21 Adjusted EBITDA of $(2) million. 2022 adjusted EBITDA was $16 million, an improvement of over $20 million from $(5) million in 2021. Financial Summary and Preliminary Operating Results1,2,3,4,5 Quarterly Comparison For the quarter ended December 31 Year-Over-Year Change 4Q221 4Q21 Transactions (thousands) 533.1 389.5 143.7 37% Revenue, Gross 511.8 361.7 150.1 42% Revenue, Net 39.6 33.3 6.3 19% Net Income (Loss) (13.5) (9.2) (4.3) 46% Loss per share (EPS) (0.16) (0.15) (0.01) NM Adjusted EBITDA 6.0 (1.5) 7.5 (490)% Adjusted Net Income (Loss) (3.7) (6.9) 3.1 (46)% Adjusted EPS (0.04) (0.07) 0.03 NM Annual Comparison For the year ended December 31 Year-Over-Year Change 20221 2021 Transactions (thousands) 2,137.5 1,320.0 817.5 62% Revenue, Gross 2,221.9 966.0 1,255.8 130% Revenue, Net 159.4 93.2 66.2 71% Net Income (Loss) (87.2) (38.9) (48.3) 124% Loss per share (EPS) (1.26) (0.64) (0.62) NM
Adjusted EBITDA 15.7 (5.5) 21.2 (388)% Adjusted Net Income (Loss) (18.0) (29.0) 11.0 (38)% Adjusted EPS (0.20) (0.31) 0.11 NM 1 Results are preliminary and subject to final review by Mondee’s auditors. 2In millions, except transactions which are in thousands, per share data, and percentages. 32022 GAAP expenses include $62 million non-cash one-time stock earnouts related to the ITHAX business combination and management restrictive stock units, $3 million one-time restructuring charges, and other non-recurring expenses. 4Fourth quarter 2022 net loss includes approximately $7 million of earnout related to the ITHAX business combination and management restrictive stock units and $1 million of one-time expenses. 5Note that Mondee’s 2021, first quarter 2022, and second quarter 2022 financial results do not give effect to the business combination with ITHAX. Financial Commentary “Mondee continued its strong financial performance throughout 2022, generating over $159 million of net revenue on $2.2 billion of marketplace gross revenue, representing a 7.2% take rate and reaching 171% of 2019's net revenue,” said Dan Figenshu, Chief Financial Officer of Mondee. “Equally important is Mondee’s continued improvement in profitability, cash flow and balance sheet strength, with 2022 adjusted EBITDA improving to $16 million from $(5.5) million in 2021. In addition we materially improved our balance sheet with the addition of $85M in preferred equity in the form of non-convertible, redeemable preferred shares and the cash repurchase of all outstanding public warrants, which we believe will help the company to execute on both our organic and acquisition-related growth plans steadily and accretively,” continued Mr. Figenshu. Financial 2023 Outlook6 Mondee is providing the following projections for its first full-year as a public company ending December 31, 2023. We expect to continue delivering profitable growth despite a backdrop of global inflation and an evolving travel recovery. Net Revenue is projected to be in the range of $230 million to $240 million, representing year-over-year growth of 47%, measured at the midpoint. Adjusted EBITDA is projected to be in the range of $40 million to $45 million, representing year-over-year growth of 171% and a margin of 18%, measured at the midpoint. 6 includes organic and inorganic growth Fourth Quarter 2022 Business Highlights and Subsequent Events Acquired a Leading Brazilian B2B Travel Company Orinter, which strengthens Mondee’s position in the Brazilian and broader LATAM travel market, while providing additional high-quality travel products and localized services to Mondee’s now 55,000 experts distribution network. Orinter's portfolio includes 4,900 travel experts as well as complementary local hotel, packages and ground transport relationship that will be added to Mondee's content and distribution marketplace that we expect to bring significant synergies and cross-selling opportunities. Mondee plans to leverage Orinter's strong market position and expertise to further expand in regional and global markets. Acquisition executed in an accretive manner at approximately four times 2022 EBITDA. Mondee intends to continue its disciplined M&A strategy into 2023 adding valuable product and geographical footprint. Introduced Innovative Expert and Influencer Affiliate Network Program. Powered by Mondee's cutting-edge technology, the program offers an exclusive arrangement that provides affiliates, travel experts, influencers and gig economy workers with enhanced revenue opportunities and tools designed to increase profitability, expand their product line-up, and stay competitive in the ever-evolving market. This model offers value for suppliers, experts and travelers. Suppliers will benefit from efficient management of their closed user group content and targeted distribution, while experts and travelers will gain exclusive access to a wider range of products and better revenue opportunities on travel content, including airfare, hotel stays, and ancillaries. Named Former Microsoft and Amazon Marketing Executive, Kymber Lowe, as Chief Marketing Officer. Ms. Lowe will lead the company's marketing initiatives and strategy. Her expertise in developing successful marketing programs and expanding brands at scale will support Mondee in enhancing its global presence. Having expanded access through multiple closed-user groups to over 125 million members, over this past year, the Company intends to also focus on expanding the adoption rate and increasing its new revenue streams. During the 2022 travel-recovery, Mondee launched agile, targeted marketing initiatives to capitalize on the earliest opening international markets. Conference Call Information Mondee will host a conference call today at 5:30 a.m. (PT) / 7:30 a.m. (CT) / 8:30 a.m. (ET) to discuss its preliminary financial results with the
investment community. A live webcast of the event will be available on the Mondee Investor Relations website at http://investors.mondee.com. A live dial-in is available domestically at (833) 470-1428 and internationally at +1 (404) 975-4839, passcode 679292. A replay will be available on Mondee’s investor relations website and an audio replay will be available domestically at (866) 813-9403 or internationally at +1 (929) 458-6194, passcode 742838, until midnight (ET) March 20, 2023. About Mondee Established in 2011, Mondee is a travel technology company and a modern travel marketplace with its headquarters based in Austin, Texas. The company operates 17 offices across the United States and Canada and has core operations in India, Thailand, and Greece. Mondee is driving change in the leisure and corporate travel sectors through its broad array of innovative solutions. The company's platform supports over 50 million daily searches and processes a substantial transactional volume annually. Its network includes 55,000+ leisure travel advisors and gig economy workers, 500+ airlines, and over one million hotels and vacation rentals. The company also offers packaged solutions and ancillary offerings that serve a global customer base. On July 19, 2022, Mondee became publicly traded on the Nasdaq under the ticker symbol “MOND”. For more information, please visit https://www.mondee.com. Non-GAAP Measurements: In addition to disclosing financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release and the accompanying tables include adjusted EBITDA non-GAAP net income, and non-GAAP EPS. These non-GAAP financial measures are not calculated in accordance with GAAP as they have been adjusted to exclude the effects of stock-based compensation expenses, provision for income taxes, and the impacts of depreciation and amortization. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans. Non-GAAP net income (loss) is defined as net loss before the impacts of amortization of intangibles, provision for income taxes, stock-based compensation, and one-time items. Non-GAAP net income (loss) per share is defined as non-GAAP net income (loss) on a per share basis. See "Reconciliation of GAAP to Non-GAAP Financial Measures" for a discussion of the applicable weighted-average shares outstanding. We believe these non-GAAP financial measures provide investors and other users of our financial information consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our results of operations. With respect to adjusted EBITDA and non-GAAP net loss/ income, we believe these non-GAAP financial measures are useful in evaluating our profitability relative to the amount of revenue generated, excluding the impact of stock-based compensation expense and other one-time expenses. We also believe non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics eliminate the effects of stock-based compensation, which may vary for reasons unrelated to overall operating performance. We use these non-GAAP financial measures in conjunction with traditional GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, and to evaluate the effectiveness of our business strategies. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP. These non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of our use of stock-based compensation. We compensate for these limitations by providing investors and other users of our financial information a reconciliation of the non-GAAP financial measure to the most closely related GAAP financial measures. However, we have not reconciled the non-GAAP guidance measures disclosed under "Financial Outlook" to their corresponding GAAP measures because certain reconciling items such as stock-based compensation and the corresponding provision for income taxes depend on factors such as the stock price at the time of award of future grants and thus cannot be reasonably predicted. Accordingly, reconciliations to the non-GAAP guidance measures is not available without unreasonable effort. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net loss/ income and non-GAAP net loss/ income per share in conjunction with net loss and net loss per share. Operating Metrics: This press release also includes certain operating metrics that we believe are useful in providing additional information in assessing the overall performance of our business. Transactions are defined as the aggregation of transactions handled by our platform between a third party seller or service provider and the ultimate consumer. A single transaction could include an airline ticket, a hotel or hospitality accommodation, and any number of ancillaries offered on the platform. We generate revenue from service fees earned on these transactions and, accordingly our revenue increases or decreases based on the increase or decrease in either or both the number or value of transactions we process. Revenue will increase as a result of an increase in the number of customers using Mondee’s platform and/or as a result of an increase in service fees from higher value services offered on the platform. Forward-Looking Statements and Unaudited Financials: This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “believe,” “can”, “"may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the Company’s future growth, performance, business prospects and opportunities, strategies, expectations, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, the Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with
respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to maintain Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 20, 2022, the registration statement on Form S-1 declared effective by the SEC on October 12, 2022 and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Except as required by law, Mondee undertakes no obligation to update publicly any forward-looking statements for any reason. The preliminary financial results for the fourth quarter and full year ended December 31, 2022 are unaudited, reflect our estimated financial results and are based on information available to management as of the date of this release and are subject to potential further material changes upon completion of the Company’s standard year-end closing procedures. In preparing this information, management made complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. Our actual financial results for the three months and year ended December 31, 2022 have not yet been finalized by management and remain subject to the completion of management’s final review and our other closing procedures, as well as the completion of the audit of our annual financial statements. These preliminary estimated results do not represent a comprehensive statement of all financial results for the three months and year ended December 31, 2022. We are required to consider all available information through the finalization of our financial statements and their possible impact on our financial conditions and results of operations for the period, including the impact of such information on the complex judgments and estimates referred to above. MONDEE HOLDINGS, INC. Condensed Consolidated Balance Sheets (In $ thousands, except stock and par value data) (unaudited) December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 78,841 $ 15,506 Restricted short-term investments 8,639 8,484 Accounts receivable, net of allowance of $4,754, and $5,005 as of December 31, 2022 and December 31, 2021, respectively 23,029 10,178 Contract assets, net of allowance of $0 and $1,000 as of December 31, 2022 and December 31, 2021 8,778 3,935 Prepaid expenses and other current assets 4,321 2,588 Total current assets $ 123,608 $ 40,691 Property and equipment, net 11,204 8,874 Goodwill 66,420 66,420 Intangible assets, net 57,370 63,708 Loan receivable from related party — 22,054 Operating lease right-of-use assets 2,293 — Other non-current assets 2,057 1,588 TOTAL ASSETS $ 262,952 $ 203,335 Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit Current liabilities: Accounts payable 37,713 19,529 Amounts payable to related parties — 716 Paycheck Protection Program (PPP) and other government loans, current portion 72 338 Accrued expenses and other current liabilities 9,442 10,354 Deferred revenue 5,490 6,450 Long-term debt, current portion 7,514 11,063 Total current liabilities $ 60,231 $ 48,450 Deferred income taxes 650 512 Note payable to related party 197 193 PPP and other government loans excluding current portion 159 1,915 Warrant liability 1,293 — Long-term debt excluding current portion 126,883 162,170 Deferred revenue excluding current portion 12,596 14,288 Operating lease liabilities excluding current portion 1,659 —
Other long-term liabilities 2,475 2,632 Total liabilities $ 206,143 $ 230,160 Commitments and contingencies (Note 13) Redeemable Preferred Stock Series A Preferred stock - 85,000 authorized, $0.0001 par value, 85,000 shares issued and outstanding as of September 30, 2022 ( liquidation preference of $85,057) 82,648 — Stockholders' deficit: Common stock – $0.01 par value; 500,000,000 and 1,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively; 75,766,160 and 1 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 7 6 Shareholder receivable (20,336) — Additional paid-in capital 272,318 163,459 Accumulated other comprehensive loss (614) (273) Accumulated deficit (277,214) (190,017) Total stockholders’ deficit $ (25,839) $ (26,825) TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT $ 262,952 $ 203,335 MONDEE HOLDINGS, INC. Condensed Consolidated Statements of Operations (In $ thousands, except stock and per share data) (unaudited) Year Ended December 31, 2022 2021 Revenues, net $ 159,354 $ 93,194 Operating expenses: Marketing expenses 96,910 54,611 Sales and other expenses, including non-employee stock-based compensation of $722 and $9 respectively 13,676 11,165 Personnel expenses, including stock-based compensation of $61,310 and $3,844 respectively 81,562 23,422 General and administrative expenses 9,103 7,455 Information technology expenses 4,824 4,058 Provision for doubtful accounts receivable and contract assets 561 1,874 Depreciation and amortization 11,494 12,861 Restructuring expense 1,663 — Total operating expenses 219,793 115,446 Loss from operations (60,439) (22,252) Other income (expense): Interest income 637 505 Interest expense (27,122) (23,683) Gain on extinguishment of PPP loan 2,009 5,868 Changes in fair value of warrant liability 597 — Other income (expense), net (1,725) 980 Total other expense, net (25,604) (16,330) Loss before income taxes $ (86,043) $ (38,582) Provision for income taxes (1,153) (323) Net loss $ (87,196) $ (38,905) Net loss attributable per share to common stockholders: Basic and diluted $ (1.26) $ (0.64) Weighted-average shares used to compute net loss attributable per share to common stockholders Basic and diluted 69,091,540 60,800,000
MONDEE HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (In $ thousands) (unaudited) Year Ended December 31, 2022 2021 Cash flows from operating activities Net loss $ (87,196) $ (38,905) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 11,494 12,861 Deferred taxes 138 184 Provision for doubtful accounts receivable and contract assets 561 1,874 Stock-based compensation 62,042 3,936 Amortization of loan origination fees 6,564 2,361 Payment in kind interest expense 9,518 14,582 Gain on forgiveness of PPP Loan (2,009) (5,868) Change in the estimated fair value of LBF earn-out considerations and warrant liability (489) 265 Changes in operating assets and liabilities Accounts receivable (13,412) (6,697) Contract assets (4,843) 485 Prepaid expenses and other current assets (17,065) 23 Operating lease right-of-use assets (94) — Other non-current assets (751) (757) Amounts payable to related parties (716) (358) Accounts payable 29,373 2,115 Accrued expenses and other current liabilities (1,688) (1,384) Deferred revenue (2,652) (2,666) Operating lease liabilities 133 — Other long term liabilities (74) 2,276 Net cash used in operating activities (11,166) (15,673) Cash flows from investing activities Capital expenditure (7,345) (4,022) Purchase of restricted short term investments (155) — Sale of restricted short term investments — 910 Net cash used in investing activities (7,500) (3,112) Cash flows from financing activities Repayments of long-term debt (45,040) (638) Loan origination fees for long-term debt — (75) Proceeds from PPP and other government loans — 3,790 Proceeds from issuance of redeemable preferred stock 85,000 — Issuance cost from preferred stock (1,418) — Proceeds from exercise of common stock warrants 1,368 — Proceeds from Business Combination and issuance of PIPE shares 78,548 — Payment of offering costs (23,452) — Payment made on behalf of Mondee Holdings LLC (5,241) — Repayment of Short Term Debt (298) — LBF Thai Loan (9) — Repurchase of public warrants (6,995) — Home Loan Forgiveness 23 — Net cash provided by financing activities 82,486 3,077 Effect of exchange rate changes on cash, cash equivalents and restricted cash (358) (311) Net increase (decrease) in cash, cash equivalents and restricted cash 63,462 (16,019) Cash, cash equivalents and restricted cash at beginning of period 15,506 31,525 Cash, cash equivalents and restricted cash at end of period $ 78,968 $ 15,506 MONDEE HOLDINGS, INC. GAAP to Non-GAAP Reconciliations
(In thousands) (unaudited) ADJUSTED EBITDA RECONCILIATION 4Q21 FY21 4Q22 FY22 Net income (Loss) (9,208) (38,905) (13,464) (87,196) Interest expense (net) 6,131 23,178 6,787 26,485 Stock-based comp exp 92 3,936 7,134 62,033 Depreciation & amortization 3,089 12,861 2,945 11,494 Restructuring expense — — (467) 1,663 Changes in fair value of Warrant liability — — 86 (597) Income tax provision 88 323 542 1,153 Gain on forgiveness of PPP loan (1,576) (5,868) — (2,009) Other expenses (income), net (143) (980) 1,409 1,725 Adjusted EBITDA (1,527) (5,455) 5,952 15,731 Adjusted EBITDA margin (4.6)% (5.9)% 15.0% 9.9% ADJUSTED NET INCOME RECONCILIATION 4Q21 FY21 4Q22 FY22 Net Income (loss) (9,208) (38,905) (13,464) (87,196) Stock-based comp exp 92 3,936 7,134 62,033 Amortization - intangibles 1,756 7,882 1,586 6,338 Income tax provision 88 323 542 1,153 One-time expenses 420 (2,244) 486 (354) Adjusted Net Income (Loss) (6,852) (29,008) (3,716) (18,026) ADJUSTED EPS RECONCILIATION 4Q21 FY21 4Q22 FY22 Net Income (loss) (9,208) (38,905) (13,464) (87,196) Common shares outstanding 60,800 60,800 82,266 69,092 GAAP EPS $(0.15) $(0.64) $(0.16) $(1.26) Adjusted Net Income (Loss) (6,852) (29,008) (3,716) (18,026) Diluted shares outstanding 94,600 94,600 83,866 91,917 Adjusted EPS $(0.07) $(0.31) $(0.04) $(0.20) For Further Information, Contact: Public Relations [email protected] Investor Relations [email protected]
THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023
© 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law. Forward-looking statements can be identified by words such as: “believe,” “can”, “"may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward- looking statements include, among others, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Mondee Holdings, Inc. (the “Company”) and its management, are inherently uncertain. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to meet Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward- Looking Statements” in the Company’s registration statement in the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022, the registration statement on Form S-1 declared effective by the SEC on October 12, 2022, and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. Legal to Review
© 2023 All Rights Reserved | 3 Orinter Acquisition, begins Third Wave of Acquisitions ● In January 2023 acquired Orinter for approximately $40 million ● Expands footprint in Brazil and LATAM Strengthened Capital Structure to Fuel Accretive M&A Strategy ● Debuted on The Nasdaq Global Market on July 19, 2022 ● Raised an additional $85 million of preferred equity to support M&A strategies ● Purchased 12 million public warrants, limiting potential common-equity dilution ● Fortified balance sheet, as of year end with $87.5 million cash1 Delivered Strong Preliminary 2022 Results, Despite International Travel only 69% Recovered1 ● Gross revenue of $2.2 billion, 2.2x above 2021’s $966M ● Net revenue of over $159 million, 171% of 2021 ● Adjusted EBITDA2 of $16 million, an improvement of over $20 million from 2021 Market Share Growth ● Agile platform and marketing strategies to expand market share in Europe and India ● Positioned well to benefit from China/Asia reopening Chairman’s Message Mondee’s fourth quarter and full-year 2022 accomplishments in key areas were marked by … 1Results are preliminary and subject to final review by Mondee’s auditors. 2Please refer to the Appendix of this presentation for non-GAAP reconciliation tables. Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Launched Mondee Affiliate Network ● In January 2023, launched affiliate network to increase distribution and reach ● Affiliates utilize Mondee’s technology and marketplace while enhancing commissions
© 2023 All Rights Reserved | 4 Travel Industry Update 1OAG.com 2022 vs 2019 cumulative international scheduled air seats as of 12.31.2023 2022 North America domestic air ~91%1 recovered to 2019 levels, international only ~69%.1 Mondee is well positioned in the current macro environment with 80% North America outbound international travel, mostly leisure. China reopened for in-bound travel in January 2023, which should be a tailwind. Pandemic led labor shortages in 2022 added to basic undersupply in air and hotel. In 2023, it is expected to reverse. Supply is ramping back up, for example, Air India invested $70 billion to buy 470 planes. Inflation and high fuel cost are driving price increases while recession fears may impact both operating costs and business demand in the short to medium term. Gen Zs and Millennials’ increasing purchasing power and influence. New platforms are required to meet the needs of these growing consumer cohorts.
© 2023 All Rights Reserved | 5 Capitalizing on Travel Recovery and New Market Channels 1Results are preliminary and subject to final review by Mondee’s auditors. *Source: internal Mondee analysis of Transactions 0% 5% 10% 15% 20% 25% 30% South Pacific North America Middle East Indian Subcontinent Europe Central and South America Asia Africa 4Q22 3Q22 4Q19
© 2023 All Rights Reserved | 6 Enabling the Modern Travel Ecosystem Discounted Content Long-term Contracts Real-time Pricing Data RMS Integration Access to Curated Supply Modern Tech Platform SaaS Tools to Operate Efficiently Significant Cost Savings Content Suppliers Content Consumers HoteliersAirlines Wholesalers Ancillary Providers Travel Experts ConsumersCorporations SMB’s & Nonprofits Marketplace Software Fintech Experiential 500+ Airlines 1M+ Hotels, Vacation Rentals, Rental Cars 55K+ B2B Customers1 125M+ Closed User Group Access1 #1 Market Share of North America Wholesale Airfare1 10% 2022 Adjusted EBITDA Margin2 71% 2022 Net Revenue Growth Rate2 80% International Leisure 40% 2015-2019 (Organic only) 23% 2019 1As of Q4 2022. 24Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 7 Preliminary Financial Results1,2 14Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. 2Please refer to the Appendix of this presentation for non-GAAP reconciliation tables. Gross Revenue +42% YoY $512M Net Revenue +19% YoY $40M Adjusted EBITDA* $6M Up from $(2) in 4Q21 Adjusted EPS* $(0.04) +$0.03 YoY 4Q22 Full-year 2022 Gross Revenue +130% YoY $2.2B Net Revenue +71% YoY $159M Adjusted EBITDA* $16M Up from $(5)M In 2021 Adjusted EPS* $(0.20) +$0.11 YoY
© 2023 All Rights Reserved | 8 2023 Financial Outlook Net Revenue increased to be in the range of $230 million to $240 million, representing YoY growth of 47%, measured at the midpoint. Adjusted EBITDA is projected to be in the range of $40 million to $45 million, Representing YoY growth of 171% and a margin of 18%, measured at the midpoint.
Full Presentation
© 2023 All Rights Reserved | 10 Experienced travel and technology executive and entrepreneur. Former EDS (an HP company), BTI Americas, Citicorp Jim Dullum COO Dan Figenshu CFO Experienced CFO and entrepreneur. Former Rocketrip, Mic, The Blaze Michael Thomas President - Retail Venkat Pasupuleti CTO Experienced CTO and entrepreneur, Former Avesta, Zoom Interview, Eze Technologies Yuvraj Datta CCO Experienced travel executive focused on supplier and revenue management, Former Skylink Serial entrepreneur. Founder of Metaminds, ExploreTrip, LogixCube, POD Technologies with successful exits Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Orestes Fintiklis Vice Chairman and Chief Corporate Strategy and Business Development Officer Michalis Tsakos President - Wholesale Entrepreneur, founded and grew CTS into the largest, fastest growing consolidator in North America We Have Built a Proven C-Suite Team Aligned to Execute this Vision Executive team with 100+ years of combined experience in the travel industry Kymber Lowe CMO Experienced marketing executive, Former Microsoft, Amazon, Lifelock, and VISA. Founder and Managing Director of Ithaca Capital, Former CEO of ITHAX Acquisition Corp. Entrepreneur, founded OneTravel (Amadeus), Sprice (Travelport), and Bookingwiz (Mondee)
© 2023 All Rights Reserved | 11 We Are Disrupting the Massive Global Travel Market Mondee’s Gross Revenue TAM is primarily the $1T Assisted/Affiliated Travel Market, which is larger and growing faster than Self Service Sources: PhocusWright, IBIS. Global travel market, 2019 Bookings = $1.9T 47% Mix 7% CAGR 53% Mix 11% CAGR $0.9T $1.0T Self Service • Good GUIs • Retail Prices • Low Tech • No Touch Assisted/Affiliated • Poor GUIs • Legacy • Low Tech • High-Touch Service Metasearch Airline, Hotel, Car Rental Sites OTAs ~50/50 business / leisure mix ~50/50 domestic / international mix Many users transact on both sides Gig Economy Workers Travel Agencies Clubs & Closed User Groups SMBs & Businesses Travel Management Companies (TMCs)
© 2023 All Rights Reserved | 12 Mondee’s Platform Hoteliers Airlines Suppliers Wholesalers Ancillary providers Mondee helps suppliers optimize inventory and utilize excess capacity Legacy Distribution Technology Platforms COMAND ... xxxx COMAND ... xxxx COMAND COMAND ... xxxx COMAND COMAND COMAND ... xxxx COMAND ... xxxx COMAND ... xxxx Travel Agent • Incomplete content (e.g., no low-cost carriers, no alternative accommodations) • Text-based; not extendable to mobile • Lack of modern messaging capabilities • Credit-card focused for payments • Inability to link search results and marketing messaging Consumers Mondee helps customers modernize technology, gain access to broader content and narrowcast their distribution • Comprehensive global content • Modern user experience, extendable to mobile • Full suite of communication tools – integrated phone, email, SMS, and chat • Fintech platform, tailored to the travel market • Multi-channel marketing platform Corporations Travel Agents SMB’s & Nonprofits Consumers (subscription members) A Leading B2BC Tech Platform to Travel Ecosystem
© 2023 All Rights Reserved | 13 ~95% ~80% 4.2% Double Digits LT Target 2017 Net Revenue MixTake Rate Air Transaction Mix 7.2% 5.4%2019 ~50% We Have a Compelling Economic Model with Diversified Revenue Streams 20221 100% No Inventory Risk No Supplier Concentration No Customer Concentration Strong Network Effects Travel Recovery (Especially China) 100% 67% Consumer Economics Markup Supplier Economics Commissions GDS/NDC Diversified Revenues Fintech Ancillaries Subscriptions 14Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 14 25 48 54 75 93 69 93 1593 77 2015 2016 2017 2018 2019 2020 2021 2022 founded Launch1 40% Organic CAGR 62% CAGR, incl. M&A Market share2 (%) 1.9 2.2 2.4 3.5 4.6 2019 $70b NA wholesale Airfare market 2011 2.4x Market share growth Net Revenue ($Millions) Pre-Pandemic Record of Rapid Growth and Market Share Expansion Mondee is building on a track record of exponential profitable growth, disruptive market penetration and delivering on key operating metrics since launching its initial modern operating system. Sources: Mondee financials, PhocusWright 1In conjunction with the launch of TripPro, Prasad Gundumogula led a management buyout of the business and became CEO 2Market share defined as Mondee’s gross revenue as a proportion of gross revenues generated from B2B airfares for the North American market 34Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. 170 Organic Growth Acquisitions • $3B Gross Sales through the Marketplace • 40% & 62% Organic & Inorganic CAGR’s, 2015-2019 • 2019: $171m Organic + Inorganic Revenues • 2019: $40m Adjusted EBITDA • 50M Daily Searches, 5.4M air transactions • 23% Adjusted EBITDA Margin 2019 • Hotel, Car, Cruise, Ancillary Expansion
© 2023 All Rights Reserved | 15 Boomers Gen X Millennials Gen Z The Gig Traveler is Setting the Pace for Social Commerce in Travel Pre-2000s 2010s 2020s 2025s Aggregated Content Accessibility to inventory Pricing/Fare Transparency Price Sensitive Self-Service Support Search-based Content “Bleisure” Groups Online Support Personalization Experiential Content Real-Time, Always On FOMO Curated Content Multi-Tasker/Role Functionality N E E D S & R E Q U IR E M E N T S IN T E R M E D IA R IE S & D IS T R IB U T IO N S O L U T IO N S : P R O D U C T S A N D S E R V IC E S Social Commerce AI & Machine LearningWeb Electronic Payment Cloud Privacy Personal Computing Online Mobile Conversational Commerce Travel Agents Travel Affiliates Managed Travel SMEs, Corporate Home-Based Agents Gig Economy Workers Influencers, Cohorts Cost-Sensitive Return-to-Travel Self Serviced Travel Member-Based Travel Gig Traveler Shifting Influence Levels
© 2023 All Rights Reserved | 16 We Have Demonstrated Track Record of Recovery and Product Expansion FOUNDATIONAL ACQUISITIONS LAUNCHED MODERN TECH PLATFORM Nasdaq: MOND EXPANSION ACQUISITIONS LAUNCHED CLOSED USER GROUP BRAND PUBLICLY LISTED ON NASDAQ CONTENT: AIR HOTELS & CAR RENTAL CRUISES & THEME PARKS ALL TRAVEL CONTENT $25M $159M2 2011-2014 2015-2018 2019 2020 2021 2022 TRANSFORMATION GEOGRAPHIES: NORTH AMERICA OUTBOUND INTERNATIONAL OUTBOUND DISTRIBUTION: TRAVEL AGENTS GIG ECONOMY SMBs & MEMBER ORGANIZATIONS INFLUENCERS CLOSED GROUPS GLOBAL $170M(1) 1Pro Forma for 2020 acquisitions. 24Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. $93M
© 2023 All Rights Reserved | 17 Fintech Software Experiential The Next Mondee Frontier Includes the Full Suite of B2B2C Travel Tech Tools Enterprise Travel Software Platform Self-Service Travel CRM / SaaS for Travel Managers Monetization for Travel Experts User Generated Content Mobile Super App Virtual Cards Essential Modern Travel Platform For Experts, Travelers, & Enterprises Airlines Ancillary Hotel Mobile Desktop In-House Clearing Platform
© 2023 All Rights Reserved | 18 Experiential Content Cruises Tours Concerts/Events Enhanced Monetization Fintech Digital Cards Subscriptions Additional Geographies LATAM India Europe Social Commerce Local Experts Influencers Gig Economy Inorganic Growth Content Technology Distribution Social Commerce International Travel Recovery China and other markets We Are Unlocking Multiple B2B2C Growth Drivers New DistributionNew Content & TechnologyMarket Gain Market Share Air Hotels Car Rentals
© 2023 All Rights Reserved | 19 Proven Ability to Execute On Synergistic Acquisitions Mondee has been successful in executing and maximizing the value of acquisitions, regardless of market conditions THIRD WAVE OF ACQUISITIONS 6 Consolidator focused on the Middle East and Southeast Asia Hariworld 7 Tour company with extensive content Aavan Vacations 1 Largest N. American consolidator serving the Indian subcontinent Skylink 2 Retail flight business and technology platform Exploretrip 3 Metasearch engine cFares 4 Largest N. American consolidator serving Asia C&H 6 Canadian consolidator Leto Travel 1 Retail travel company with extensive call center operations LBF Travel 2 Hotel content hub Hotelwiz 4 Travel club platform Avia Travel 5 Largest and fastest growing N. American wholesaler Cosmopolitan Travel Services 7 Corporate travel incentives platform Rocketrip 5 Largest N. American wholesaler serving South America and the South Pacific TransAm 2011 2012 2019 2020 Content Technology Distribution 3 Marketing and ad platform for travel Bookingwiz jFOUNDATIONAL ACQUISITIONS EXPANSION ACQUISITIONS 2013-18 2021-22 2023+ 1 Brazil and LATAM hotel, Air, transportation wholesaler Orinter
© 2023 All Rights Reserved | 20 Mondee M&A Strategy and Orinter Acquisition Rationale Expanding the company's presence in key markets; accelerating organic growth; delivering synergies; and transacting at accretive valuations Expand content and distribution in Brazil and Latin America; natural expansion to Mondee’s North America footprint Accelerate Organic Growth Acquiring businesses that own pieces such as unique product, distribution and tech, which Mondee can plug into its ecosystem to accelerate its organic growth, faster than developing those components organically Access to Orinter’s valuable direct hotel contacts; Leverage Orinter’s local expertise and distribution of 4,800+ travel experts Synergies Realizing material revenue and cost synergies Cross Selling opportunities (i.e., sell Orinter’s content to Mondee’s 50,000+ travel experts and vice versa); Revenue and cost synergies through the deployment of Mondee’s superior tech Accretive Valuation Focus on acquiring companies that improve Mondee’s metrics and at accretive valuations (relative to Mondee’s market cap) Orinter enjoys 13% take rate and 30% EBITDA margin; Purchase price of c.$40 million implies multiple of c.4X Orinter’s 2022 EBITDA of $9.3 million Mondee’s M&A Strategy Orinter Acquisition
Financial Overview
© 2023 All Rights Reserved | 22 2022 Preliminary Financial Highlights1 $2.2B | 130% Gross Revenue & Growth $159M | 71% Net Revenue & Growth $16M | 10% Adjusted EBITDA & Margin 7.2% Take Rate 1,580 bps Adjusted EBITDA Margin Expansion 2.1M+ Transactions 12022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 23 We Are a Travel Market Leader with a Superior Combination of Growth and Margin 59% 53% 52% 52% 46% 37% 36% 34% 35% 32% 2024E Revenue Growth + 2024E EBITDA Margin Rule of 40 Source: Wall Street estimates via FactSet as of 2/27/23
© 2023 All Rights Reserved | 24 We Accelerated Our Growth Despite Slower Market Recovery in International Travel $1,658 $450 $952 $2,2221 2019 2020 2021 2022 Annual Gross Revenue ($ millions) $31 $38 $71 $751 2019 2020 2021 2022 Pent Up Travel Demand & Take Rate Improvements Average Net Revenue Per Transaction (ARPT) ($) 12022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 25 Sustained Expansion of Take Rate Driven by New Content and Products Take Rate: 5.6% 7.2% ~160 BPS of Take Rate Expansion (2019-2022) Annual Net Revenue ($ millions) 12022 results are preliminary and subject to final review by Mondee’s auditors. 22023 Guidance midpoint $93 $66 $93 $1591 $2352 $1701 2019 2020 2021 2022 2023E
© 2023 All Rights Reserved | 26 Supported by Improving Operating Leverage $86 $102 $112 $158 2 2019 2020 2021 2022 Annual GAAP Opex1 ($ millions) GAAP Opex % of Net Revenue: 99%124%154%92% 12022 results are preliminary and subject to final review by Mondee’s auditors. 2Excluding stock-based compensation. 3Includes a one-time $2.1 million restructuring expense. 4Includes provisions for doubtful accounts, depreciation and amortization, and restructuring expenses. Personnel Information Technology Other4Marketing G&ASales 3
© 2023 All Rights Reserved | 27 Driving Towards Growing Profitability $13 ($25) ($5) $16 $43 $401 2019 2020 2021 2022 2023E Adjusted EBITDA ($ millions) 14% (37%) (6%) 10% 18% 23%1 12022 results are preliminary and subject to final review by Mondee’s auditors. 2Represents EBITDA and margin pro-forma of acquisitions done in 2020. 32023 Guidance midpoint Fintech & Subscription Products Operating Leverage Take Rate Expansion Market Share Gain Disciplined, Accretive M&A Drivers of Margin Expansion 3 2
© 2023 All Rights Reserved | 28 ($ millions) 2019A1 20222 2023 Guidance Long-Term Target Take Rate 5.6% 7.2% Double-digit Net Revenue $93 $159 $230-240 YoY Growth 24% 71% 47% 30%+ Sales & Marketing as % of Net Revenue 59% 69% Adjusted EBITDA $13.1 $16 $40-45 % Margin 14% 10% 18% 30%+ Long-Term Model 1Represent as-reported, standalone metrics. 22022 results are preliminary and subject to final review by Mondee’s auditors
© 2023 All Rights Reserved | 29 ($ millions) 4Q21 4Q221 Cash $24.0 (includes $8.5 in restricted cash) $87.5 (includes $8.6 in restricted cash) Total Debt $173.2 (includes $11 of current portion of LTD) $134.4 (includes $7.5 of current portion of LTD) Redeemable Preferred Stock N/A $85 Common Shares Outstanding N/A 82,266,160 Balance Sheet Summary 14Q22 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 30 Key Investment Highlights Disrupting the Massive Global Travel Market Multiple Levers of Growth Proven Leadership Team Profitable Growth with Expanding Margins Significant Barriers to Entry Next-Gen Travel Tech Platform
Appendix
© 2023 All Rights Reserved | 32 Capital Structure Improvements Raised $85M of Preferred Equity Growth Capital announced on 9/29/22 Enables Mondee to execute aggressive M&A strategy Cash on Balance Sheet to Support Organic Growth Plans Working Capital and FinTech optimization Purchased 12M Public Warrants via Tender Offer Process announced on 10/21/22 Use of proceeds Limits potential dilution and simplifies capital structure Focuses long-term investors attention on the common equity 100% of public warrants retired Creates value for common shareholders
© 2023 All Rights Reserved | 33 Mondee Leverages its Content Flywheel & Tech Platform to Revolutionize Social Travel Ability to Customize Enabling Gig Economy in Travel Social Commerce Mobile First One-Stop Shop Pre-Curated Offering Access to Experts High Quality Experiences Expert-Based Community Model
© 2023 All Rights Reserved | 34 Without Mondee, Booking a Curated Trip is a Never Ending Headache Air Lodging Car Rental Tours / ExperiencesReservations Tickets The average person searches 20+ sites when planning a curated trip
© 2023 All Rights Reserved | 35 Asi Ginio Co-Founder, Former CPO, COO, CEO, Tourico Holidays Inc. Noor Sweid Founder, General Partner, Global Ventures Pradeep Udhas Co-Founder, Senior Advisor, KPMG India Roopa Purushothaman Chief Economist, Head of Policy Advocacy, Tata Sons Private Limited Mona Aboelnaga Kanaan Managing Partner, K6 Investments LLC Board of Directors with Diverse Experience Mondee’s Board of Directors with diverse and extensive experiences in public companies. Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Orestes Fintiklis Vice Chairman and Chief Corporate Strategy and Business Development Officer
© 2023 All Rights Reserved | 36 Leading Player Expanding Technology, Content, Distribution Capitalizing on proven success with next-gen travel tech platform in discounted airline tickets for travel agents by adding new travel-content areas and engaging with new closed-group categories. Global Content Hub Travel Marketplace for Gig Mondee’s Next-Gen Travel Tech Platform Hotels Car rentals Theme Parks CUGs SMBs Enterprises Fin-tech Mar-tech Ancillaries Cruises Tours Concerts Other activities Consumer Subscription Gig workers Influencers Super App Conversational Commerce Mondee Brand Gaining Share Market Opportunity Near- Term Vision 2022 Air (~5% market share) Limited Hotel & Car Travel Affiliates, Advisors Agents (55,000+ travel intermediaries) Omni-channel Marketplace
© 2023 All Rights Reserved | 37 Launch date 2015 2013 (acquired in 2020) June 2021 August 2021 Target segment • Travel agents • TMCs • Large corporations • SMBs • Nonprofits • Membership organizations • Subscribers, including consumer members Description Platform for travel search, booking, and more Incentive platform that reduces corporate travel spending Discount online booking site, with enhanced service Discount online subscription-based booking Customer base 50,000+ agents 50+ corporations 125M+ members Soft launch/testing Industry Leading Products Tailored for the Gig Economy Travel Market Mondee’s products now serve a variety of different customer segments across the B2B travel landscape
© 2023 All Rights Reserved | 38 Non-GAAP Measurements In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this presentation and the accompanying tables include adjusted EBITDA non-GAAP net income, and non-GAAP EPS. These non-GAAP financial measures are not calculated in accordance with GAAP as they have been adjusted to exclude the effects of stock-based compensation expenses, provision for income taxes, and the impacts of depreciation and amortization. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans. Non-GAAP net income (loss) is defined as net loss before the impacts of amortization of intangibles, provision for income taxes, stock-based compensation, and one time items. Non-GAAP net income (loss) per share is defined as non-GAAP net income (loss) on a per share basis. See "Reconciliation of GAAP to Non-GAAP Financial Measures" for a discussion of the applicable weighted-average shares outstanding. We believe these non-GAAP financial measures provide investors and other users of our financial information consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our results of operations. With respect to adjusted EBITDA and non-GAAP net loss/ income, we believe these non-GAAP financial measures are useful in evaluating our profitability relative to the amount of revenue generated, excluding the impact of stock-based compensation expense and other one-time expenses. We also believe non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics eliminate the effects of stock-based compensation, which may vary for reasons unrelated to overall operating performance. We use these non-GAAP financial measures in conjunction with traditional GAAP measures as part of our overall assesSMBnt of our performance, including the preparation of our annual operating budget and quarterly forecasts, and to evaluate the effectiveness of our business strategies. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP. These non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of our use of stock-based compensation. We compensate for these limitations by providing investors and other users of our financial information a reconciliation of the non-GAAP financial measure to the most closely related GAAP financial measures. However, we have not reconciled the non-GAAP guidance measures disclosed under "Financial Outlook" to their corresponding GAAP measures because certain reconciling items such as stock-based compensation and the corresponding provision for income taxes depend on factors such as the stock price at the time of award of future grants and thus cannot be reasonably predicted. Accordingly, reconciliations to the non-GAAP guidance measures is not available without unreasonable effort. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net loss/ income and non-GAAP net loss/ income per share in conjunction with net loss and net loss per share.
© 2023 All Rights Reserved | 39 Non-GAAP Reconciliations1 14Q22 and FY22 022 results are preliminary and subject to final review by Mondee’s auditors.
* Capability needed to view estimates data. Please contact your account manager..................................................................................................................................................................... WWW.SPCAPITALIQ.COM COPYRIGHT © 2023, S&P CAPITAL IQ, A PART OF MCGRAW HILL FINANCIAL. 1 Mondee Holdings, Inc. NasdaqGM:MOND Earnings Call Tuesday, February 28, 2023 1:30 PM GMT CALL PARTICIPANTS 2 PRESENTATION 3 QUESTION AND ANSWER 7
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 2 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Call Participants .................................................................................................................................................................... EXECUTIVES Dan Figenshu Chief Financial Officer James W. S. Dullum Chief Operating Officer Jeff Houston Senior Vice President of Investor and Public Relations Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Prasad Gundumogula Founder, CEO & Chairman ANALYSTS Brett Anthony Knoblauch Cantor Fitzgerald & Co., Research Division Darren Paul Aftahi ROTH MKM Partners, LLC, Research Division Jed Kelly Michael John Grondahl Northland Securities, Inc. Thomas Cauthorn White D.A. Davidson & Co., Research Division
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 3 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Presentation .................................................................................................................................................................... Operator Good day, and welcome to the Mondee Fourth Quarter and Full Year 2022 Earnings Conference Call. Please note this event is being recorded. I would now like to turn the conference over to Jeff Houston, Senior Vice President. Jeff Houston Senior Vice President of Investor and Public Relations Thank you, Harry, and good morning, everyone. Welcome to Mondee's fourth quarter and full year 2022 conference call. With me today are Chairman, CEO and Founder, Prasad Gundumogula and Chief Financial Officer, Dan Figenshu, who will present our preliminary results. Also available are our Vice Chairman, Chief Strategy and Business Development Officer, Orestes Fintiklis; and Chief Operating Officer, Jim Dullum. Before we begin, I'd like to remind everyone that this call may contain forward-looking statements, including statements about revenue, growth of our business, our management and government plans and other nonhistorical statements as further described in our press release. These forward-looking statements are subject to certain risks, uncertainties and assumptions, including those related to Mondee's growth, the evolution of our industry, our product development and success, our management performance and general economic and business conditions. I would also like to point out that the fourth quarter and full year 2022 results are preliminary and subject to final audit. We undertake no obligation to revise any statements to reflect changes that occur after this call. Descriptions of these and other risks that could cause actual results to have a material difference from these forward-looking statements are discussed in our reports filed with the SEC and in our press release that was issued this morning. During the call, we also refer to non-GAAP financial measures. Reconciliations of the most comparable GAAP measures are also available in the press release, which is available at investors.mondee.com. With that, Prasad, I would like to turn the call over to you. Prasad? Prasad Gundumogula Founder, CEO & Chairman Thank you, Jeff, and welcome, everyone, to Mondee's fourth quarter and full year 2022 earnings call. We appreciate your interest, whether you are a shareholder, a client, supplier, business partner, employee, prospective shareholder or analysts. I will begin today's call with a summary of our business highlights and strategy, and then I will turn the call over to our CFO, Dan Figenshu, for a more detailed review of our preliminary financial results and outlook. We will then conclude the session with time to answer a few questions. I'm excited to announce that in the fourth quarter of 2022, Mondee continued to deliver profitable growth. Gross revenue of $512 million increased 42% year-over-year, while net revenue of $40 million was up 19% year-over-year. For the full year 2022, gross revenue of $2.2 billion was 2.2x above 2021's $966 million of gross revenue. As you may recall in 2021, we equaled our 2019 benchmark revenue of $93 million despite still being in the middle of the pandemic. And now in 2022, our net revenue of more than $159 million grew 171% over 2021's net revenue, even though the international travel market only recovered to about 70% from its pre-pandemic peak. Equally important as our continuing growth trend is that we continue to deliver profitability as we scale. Fourth quarter adjusted EBITDA was $6 million, representing an improvement of more than $7 million from the same period last year. Full year 2022, adjusted EBITDA was $16 million, up more than $20 million from 2021 adjusted EBITDA.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 4 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Turning to Slide 4 to look at the major industry trends impacting Mondee's business. While 2022, North America domestic care was about 91% recovered to 2019 levels, international travel, which is our main business, was just 69% recovered in 2022. A positive trend is that international improved to 77% in the fourth quarter 2022. China, in particular, finally reopened for inbound travel in January 2023, and we expect to experience more rapid recovery of our North America outbound travel to China in the back half of 2023, given the lead time necessary for travelers to typically plan and schedule Asia destination trips. And pandemic-led labor shortages in 2022 added to basic undersupply in air and hotel, however, in 2023, the labor shortage is generally expected to improve. And air seat capacity is expected to ramp back up in 2023 and thereafter; for example, Air India invested $70 billion to buy 470 planes. Another positive trend for Mondee is the Gen Zs and millennials' purchasing power and influence. New platforms are required to meet the needs of these growing consumer cohorts, such as real-time, always-on curated content, combined with conversational social commerce. On the headwind side, inflation and high fuel costs are driving price increases, while recession fears may impact both operating costs and business demand in the short to medium term. However, Mondee is well positioned to mitigate these headwinds through its tech platform and value-based content. Turning to Slide 5, which presents Mondee's geographic destination mix. This provides a better sense of the potential impact China's reopening could have on our business. Asia, which is about half China, represented approximately 20% of our transaction's pre-pandemic in fourth quarter 2019 and in the fourth quarter of 2022 was just 15% of the mix. We expect to return to the same level and potentially even higher in late 2023 and into 2024. Outside of China, this chart shows that we continue to capitalize on the ongoing travel recovery in other international markets. For example, Europe increased to 22% in fourth quarter 2022 from 15% in fourth quarter 2019, and India increased to 21% from 16% over the same period. It is also important to highlight that our impressive growth is not just travel recovery driven because our net revenue recovery has far surpassed the recovery of international travel. This is being driven by many factors, including market share gains, expanding disruption into product segments of the market beyond flights such as hotels, tech-driven improvements in our diversified revenue streams, such as fintech and ancillaries. These result in improved revenue per transaction and take rates. Digging deeper into our main accomplishments in 2022 and so far in 2023, there were 4 key areas that continue to drive our strong financial and operating results and will support us further during 2023. First, we made significant improvements to our capital structure in 2022. After our successful debut on NASDAQ on July 19, by raising $85 million of preferred stock with an instrument that is not convertible to common equity and hence not dilutive to our shareholders. Moreover, we purchased all $12 million of our public warrants, another important step to limiting potential dilution of Mondee's common equity, creating value for common shareholders. These actions fortified our balance sheet in a way that facilitates our organic and inorganic growth strategies. In fact, we deployed about $20 million of this capital toward acquiring Orinter just a few weeks ago, which brings us second point. Our Orinter strengthens Mondee's position in Brazilian and broader LATAM travel market. Their portfolio includes 4,900 travel experts as well as complementary local hotels, packages and ground transport relationship that will be added to Mondee's content and distribution marketplace. Mondee plans to leverage Orinter's outstanding and proven management team, strong market position and expertise to further expand regionally in LATAM and globally. M&A is not a new endeavor for us. We have a history of well-calibrated and successfully integrated transactions, which have delivered strong revenue and cost synergies. Orinter is the beginning of our third wave of acquisitions. We plan to continue aggressively executing a targeted accretive acquisition strategy, which will help accelerate our growth and expansion into new geographies as well as offerings of new products and services. We plan to continue expanding our operations in Brazil and LATAM region while also exploring opportunities in other regions such as Europe and parts of Asia. We believe that by diversifying our operations while expanding new products and services, we can better leverage our platforms and marketplace as well as achieve sustainable growth and enhance our position as a leader in the travel industry.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 5 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Third, we continue to improve and evolve our tech platform, which [indiscernible] our modern marketplace and consequently, our revenue streams. We facilitated approximately $2.1 million transactions in 2022, up 62% from 2021. Each transaction could include multiple flights and hotels or vacation dentals as well as ancillary solutions. These diversified solutions are providing higher-margin revenue streams and driving higher take rate. Our fintech revenue grew 186% in 2022 from 2021. These fintech products include alternate payment and settlement methods, wallets, fraud protection tools and fintech ancillaries. In addition, we expect to use our stronger balance sheet to further support growth of our fintech offerings and revenue-generating items. Further, our transaction growth is supported by the launch of our TripPlanet platform last year, which has grown to access to over $125 million organization members. Fourth, in January 2023, we introduced the Mondee Expert and Influencer Affiliate Network Program, designed to enhance current customer offerings and their traveler experiences as well as increased distribution and reach by collaborating with new travel companies, experts and other businesses. Affiliates can more holistically engage Mondee's technology and marketplace to create expanded travel-related experience, while earning enhanced commissions on bookings made through the platform. Before turning the call over to Dan, as we look into 2023, we thought it would be helpful to briefly describe Mondee's marketplace positioning and our vision. We believe Mondee is very well positioned for the rapidly developing modern travel ecosystem, as shown on Slide 6. Our global content hub features direct connectivity with over 500 airlines and more than 1 million hotels, vacation rentals and rental cars. And we are aggressively expanding into cruises and other activities. This expanding content is differentiated in the market by combining discount rates, long-term contracts, real-time pricing data and integration with revenue management systems or strategies across a wide variety of offerings. Technology is at the core of our business and further differentiates us in the travel industry. Our platform- enabled marketplace is highly scalable and flexible, featuring fintech, insurtech, marketing tech, conversational commerce and ancillaries. And later this year, we plan to roll our nextGen platform that we believe to be many years ahead of what is currently available in the market. Without stealing too much thunder from these upcoming launch events, I can tell you that features include real-time social commerce, cross content and local experts on ramps. As our B2B2C content consumers, they receive access to curated travel supply and experiences, cost savings, SaaS tools to operate efficiently and access to our tech platform, we distribute through our more than 55,000 travel experts, affiliates, intermediaries and gig economy workers as well as access to 125 million closed user group members. By disrupting a $70 billion subsegment of travel and becoming a leading company in selling wholesale airfare to travel affiliates in North America, Mondee is now rapidly becoming a leading tech platform and modern marketplace, connecting travel suppliers, gig economy workers and closed group average by providing all travel content and experiences through our expert and consumer app. Our growing segments of gig economy workers include service and concierge agents, local experts, influencers, curators and content writers. Our closed user groups include travel affiliates and influencer network, membership organizations and assemblies, which we are expanding globally. With that overview of our business, I will now pass the call over to Dan Figenshu, CFO of Mondee, for a review to our financial performance and outlook. Dan? Dan Figenshu Chief Financial Officer Thank you, Prasad, and thanks again to our audience for attending. We are proud of the company's 2022 and fourth quarter financial performance, particularly the continued growth of adjusted EBITDA profitability, especially given that this performance was driven by organic revenue growth. Fourth quarter gross revenue grew 42% year-over-year to $512 million. Net revenue grew 19% year- over-year to $40 million. For 2022, gross revenue of $2.2 billion was 2.2x 2021's $966 million, while net revenue of over $159 million was 171% of 2021's $93 million. Take rate, which we define as net revenue divided by gross revenue, continued to be in line with our expectations.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 6 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Take rate for the full year 2022 was 7.2%, a substantial increase from 2019's pre-pandemic level of 4.2%, driven mostly by the success of our diversified revenue streams of ancillary and fintech solutions. Over time, we expect take rate to trend upward as a higher portion of our revenue mix comes from the stickier and higher-margin transaction add-on revenue, such as ancillaries, fintech and subscription as well as a greater mix of hotels and soon cruises, events and activities. Furthermore, we are happy with our overall business trends. We had over $2.1 million transactions in the full year 2022, up from $1.3 million in 2021. Turning to expenses. Q4 GAAP sales and marketing as a percentage of gross revenue decreased to 4.6% from 5.6% in the same quarter last year. G&A as a percentage of net revenue was down to 5.8% from 8.3% a year ago, which we consider a material improvement. Adjusted EBITDA was $6 million, an improvement of $7.5 million as compared to fourth quarter 2021. We also delivered approximately $16 million of adjusted EBITDA in 2022, up over $21 million from a negative EBITDA of about $5 million in 2021. Note that reconciliations of GAAP to non-GAAP are available in today's earnings release. On a GAAP basis, the net loss was $13.5 million compared with a net loss of $9.2 million last year. On a non-GAAP basis, adjusted net loss was $3.7 million, an improvement from a loss of $6.9 million last year. Looking at our balance sheet. We have used part of the liquidity provided by our entry to the public markets to optimize our capital structure. At the end of the fourth quarter, we had $87.5 million of cash, while our net debt was reduced to $747 million. In a nutshell, we have fortified and simplified our balance sheet, which will allow us to pursue acquisitions aggressively support our organic growth plans and commentary working capital needs. And in fact, we used approximately $20 million of cash on January 31, 2023, to purchase or enter along with approximately $20 million of stock. There is also a $10 million earn- out potential based on achieving additional accretive EBITDA targets in that transaction. In terms of 2023, outlook and guidance. Net revenue is projected to be in the range of $230 million to $240 million, representing year-over-year growth of 47% measured at the midpoint. Adjusted EBITDA is expected to be in the range of $40 million to $45 million. In summary, as Prasad alluded to previously, we believe that Mondee is in a strong financial position to capitalize on the reopening of the travel industry and our future organic and inorganic growth opportunities. I'll turn it back over to Prasad. Prasad? Prasad Gundumogula Founder, CEO & Chairman Thanks, Dan. We are very pleased by our Q4 and full year 2022 results and we look forward to an even stronger 2023. We are proud that Mondee's highly disruptive business model and cutting-edge technology has, in a decade or so, made as a leading company in the $70 billion submarket in North America. Now as a listed company, with a strong balance sheet, we look forward to discussing and trying year further within the $1 trillion market tech platform and modern marketplace, connecting travel suppliers, gig economy workers and closed group travelers by providing all travel content and experiences through our experts and traveler apps. Later this quarter, we will provide further updates and details on the launch of our nextGen platform and look for us to take this platform and our model for success in North America to quickly penetrate and disrupt other rapidly emerging gig economy markets throughout 2023. Thanks for attending our fourth quarter and full year 2022 earnings call, and we look forward to your ongoing support. Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Operator, just a minor correction. When Dan Figenshu, the CFO, refer to the net debt figure, the correct figure is $47 million as of the end of the year. Jeff Houston Senior Vice President of Investor and Public Relations Operator, with that, we'd like to open it up for Q&A.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 7 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Question and Answer .................................................................................................................................................................... Operator [Operator Instructions] And our first question today is from the line of Darren Aftahi of ROTH MKM. Darren Paul Aftahi ROTH MKM Partners, LLC, Research Division Nice job on the results. A couple, if I may. Can you speak to the global travel environment? I know you spoke about China reopening and that being a second half catalyst, but just kind of trends you've seen thus far in 2023 kind of has it changed at all, kind of good/bad, indifferent? And then kind of what does your guidance really reflect? James W. S. Dullum Chief Operating Officer Hey, Darren, it's James Dullum. I'll start and then the other guys can jump in. Yes, as you say, obviously, the opening of the reopening of China and the continuing growth in Asia is very helpful. That's a great tailwind for us given the character of our business historically and our distribution network. The other things we see is clearly, we see the supply starting to open up again. It's a bit nascent at this point, but we see that coming back. And as the supply comes back, obviously, that gives us more options and opportunities to offer great value to our customers and to their consumers. So we see that trend continuing into and through 2023. We understand that there are some potential headwinds out there, as Prasad mentioned in his piece. We're all talking about what might happen if the economies slow down globally. But we see those as -- we're very well positioned for that. We have the type of product, we have the type of value-based pricing that in all scenarios, it gives us actually a good bit of headroom to gain even further market share. So those are the things that we see as key in 2023 as we push forward. The other -- the last thing I would mention is this, Mondee has been a traditional North American footprint company. And what we see happening in the gig economy across the world says that there are other markets that continue to grow very rapidly in that space. And that, for us, is great headroom. It's great white space for us to move into with the emergence of gig economies in markets such as the India subcontinent, et cetera. So bottom line, there are a number of areas that we see the opportunity to expand and grow. And we think the market, in general, will continue to recover, and we're well positioned for it. Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Thank you, Jim, I'll take the second question, which was about our guidance. So as you know, in terms of net revenue, we closed the year with $159 million of net revenue, and we have provided guidance for next year in the range of $230 million to $240 million. And then in relation to the EBITDA, we closed the year with $16 million of EBITDA, and we have provided guidance in the region of $40 million to $45 million, which is a fairly large 171% increase. On your comment about being flat or potentially being more aggressive, like Jeff mentioned, I mean, we are confident of the various growth levels in the company, but we see there is a general expectation in the overall market about the potential softening of the economy. So we want to start the year with a more conservative guidance and adjusted throughout the year, consistent with our strategy of always bidding and raising the guidance that we provide to the markets. Darren Paul Aftahi ROTH MKM Partners, LLC, Research Division That's helpful guys. If I can just squeeze in a couple more. If my math is correct, it looks like your marginal flow-through on adjusted EBITDA to rev is about 35%. I guess, how do we think about kind of
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 8 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. every dollar of net revenue going through your business going forward? And I guess how influential is Orinter on '23 relative to kind of Mondee core business? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. I mean, our EBITDA margin for the year of 2022 was 10%. And based on our guidance, we are looking at 18% for 2023. So of course, the dynamic there is that we have a certain amount of overhead. So once the revenue -- the net revenue increases and those [indiscernible] are covered, the impact on the bottom line is disproportionately higher. So this is the dynamic that is going on in our EBITDA. And of course, it also depends the source of the net revenue. We have already mentioned a bigger percentage is coming from higher-margin products like hotels and more importantly, ancillaries like fintech and other solutions. Orinter, it's the beginning, that's another element of the equation is the beginning of our acquisition strategy for '23. So of course, every time that we add an acquisition, we will be likely adjusting depending on the size of the acquisition, our guidance. I mean, we already mentioned the audited numbers when we closed the transaction a few weeks ago, which was in the region of $9 million of EBITDA in the first year or so, as you know, it's customary to proceed with the integration. So we wanted to be very conservative with any synergies that are realized in the following few quarters. But we're excited about the acquisition. It is improving the take rate. This year, we had an average take rate of 7.2%, 7.7% in the last quarter. So you see we had an upward trend even without the acquisitions. But given the fact that our acquisitions are mostly expanding not only geography, but also product into hotel and other higher margin product, we see also the M&A strategy complementing the increase in the take rate in the foreseeable future. Operator Our next question is from the line of Tom White of D.A. Davidson. Thomas Cauthorn White D.A. Davidson & Co., Research Division Just a couple of quickies on the outlook and then I had a follow-up. So just on the revenue growth guidance, can you just remind us or call out kind of the organic versus any inorganic impact? That's one. And then two, Dan, maybe any color you can give us on how to think about the conversion of EBITDA into free cash flow in '23, how that might look? Dan Figenshu Chief Financial Officer Sure. Tom, on the inorganic versus organic growth and guidance. Right now, we're just providing a combined guidance of the $230 million to $240 million. As Orestes mentioned, we'll get to know Orinter and other acquisitions better as time goes on, we want to be fairly conservative with our approach here as we learn more about them, they learn more about us and as we go through our integration. And so, as a result, we're not going to be reporting those separately. We are on Mondee going forward, and that's how we are looking at it. So hopefully that answers your question. Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. And to give you a bit of color, I mean, you can reverse engineer from the announcement we made, right? I mean, we didn't provide the detailed breakdown. But from the announcement numbers, you can reverse engineer about $20 million coming from that acquisition in the net revenue. So the bulk of the increase from $159 million to $230 million, $240 million is organic, right? So there is a component there, of course, that is the acquisition. But like Dan mentioned, I mean, the way we integrate these companies, we take their content, we take that distribution, and we plug it into our tech enabled ecosystem. So after a few months, it's difficult to differentiate where the revenues are coming from. So we're providing combined guidance and we are updating, of course, as we go along and add more targets to our strategy.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 9 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Thomas Cauthorn White D.A. Davidson & Co., Research Division Great. And any color on kind of free cash flow conversion? Dan Figenshu Chief Financial Officer Sorry. Yes, Tom. So for 2023, we anticipate that the improvement on the free cash flow conversion compared to 2022. In 2022, obviously, we had a significant number of onetime events as being part of a business that was going public, which obviously impact and distorted some of our free cash flow as well as a business in 2022 that was in recovery. Remember, the early part of the year included the impacts of Omicron, war in Europe, and our business was continuing to really ramp back up to pre-pandemic levels. Obviously, we've been able to eclipse that, which is obviously terrific news. But as we continue to grow and expand our business in 2023, we'll see a more healthy return to our conversion between EBITDA and free cash flow. Thomas Cauthorn White D.A. Davidson & Co., Research Division That's helpful. One more, if I could. I think Slide 4 in the deck, kind of the different bar charts on the different regions. It looks like North America on a transaction basis, I presume those charts are transactions, not revenues, but it looks like North America is still a bit behind versus kind of comparable period of 2019. Can you talk a little bit about maybe what's happening there, what needs to happen for you guys to kind of start recovering more meaningfully in North America? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. Those are not absolute numbers, those are percentage of our total revenues. You see, so now that we have gained market share in other geographies, it's only natural mathematically that the percentage of the U.S. is less. You see so this -- if you add everything together in that slide, it adds to 100%. So the fact that North America is less, it doesn't mean that we have less revenues in North America, it just means that we have more revenues from other geographies. So it's normalizing. Thomas Cauthorn White D.A. Davidson & Co., Research Division This is your mix basically? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Exactly, correct. Thomas Cauthorn White D.A. Davidson & Co., Research Division Revenue mix? And then just last one, if I could. Hotel business. Maybe just talk a little bit about your expectations for that in '23. I don't know if you can give us a sense of like what percentage of the business maybe will be 123 is over. And I was hoping maybe -- I know Expedia plays in kind of that wholesale rate distribution for hotels. They've been getting into that a little bit more meaningfully. Can you maybe just kind of compare and contrast what you guys do versus maybe that particular competitor? Prasad Gundumogula Founder, CEO & Chairman Historically, we have been an A player, and we have a great headroom into the hotel space. And our strength here compared with any other player in the market is our distribution. So we have this distribution to the flows user groups as well as a private channels through which that we would like to distribute our products and where there's a huge demand for hotels. So we're expecting that to be north
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 10 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. of 15% to 20% is our overall hotel thing. However, this includes the packages and other aspects that we include in our trips, which may have both a hotel and other products into it. Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. So for sure, hotel is a big opportunity, especially given the very low base where we're coming from. I mean there is potential for expansion, both organically and inorganically, right? So if you look at most of the acquisitions that we have announced and many of the others we are working on, a unifying feature is that they have a by far higher mix of hotels, right? So that's improving a lot the product that we have to offer and the pricing on the hotel side. Like Prasad mentioned, our strength in the hotel space is not in the direct connectivity with the hotels, but in the distribution. And because we have a very differentiated distribution, you mentioned Expedia apartment solution. That's effectively a bed bank with direct connectivity with a number of suppliers globally. Our strength is not in that direct connectivity. We have a number of ways of receiving that content, both through Expedia partner solution as well as other bed banks which offer even more competitive rate in certain local geographies. And then in addition to that, through the acquisitions, we are building our own direct connectivity as well, which is further than improving the margins. Operator Our next question is from the line of Brett Knoblauch of Cantor Fitzgerald. Brett Anthony Knoblauch Cantor Fitzgerald & Co., Research Division Congrats on the quarter. As I look through, I guess, your guidance for the year, can you help us with the seasonality of it and maybe on both revenue and adjusted EBITDA given the acquisition, should we expect maybe obviously, a full quarter of contribution to be getting in the second quarter and the first quarter might have a bit of a margin impact just because you're going to be recognizing maybe more cost in the revenue or how that should play out throughout the year? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. That is absolutely right. I mean what we would say also is because you will see in announcements that are coming soon, the first quarter -- I mean, there are a number of dynamics going on, right? The first one is seasonality, which you rightly mentioned that different quarters have different seasonalities with Q3 to Q4, especially having higher stronger revenues overall and then Q1 kind of closer to the bottom. The other dynamic is that we're growing, right, extremely fast. So that kind of overshadows the seasonality and create kind of a blend, which is upward looking throughout the year. And then the other element, which is very important in this Q4 of '22 and Q4 of '23. The company has been very busy with a number of initiatives, introducing new tech platforms. You will see a few announcements. Of course, those when they are being launched, they tend to have a potential slowdown for a few weeks, a few months. So we see basically clearly Q1 being the lowest much lower than the rest of the year. And then the rest of the year, increasing not only because of seasonality, not only because of our growth, but also because in Q1, the company has been very busy introducing new platforms, integrated companies, et cetera. Brett Anthony Knoblauch Cantor Fitzgerald & Co., Research Division Got it. And then maybe just -- I don't know if you guys gave an overall take rate guidance for the full year. I guess, where should we expect that to come in at? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman It's north of where we finished the year of 7.2%, right? It's very difficult to give a precise number. I mean, we gave guidance on the net revenue and the EBITDA from that, you cannot deduce the take rate, but it
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 11 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. would be north of the 7.2% that we have closed the year. There are a lot of parameters, the mix of the new M&A, right? More hotels -- less hotels, more flights. So given the uncertainty of the targets that we will be closing, I mean, we have a number of targets that we're advancing, but there is no -- as you know, M&A, there is also -- there is always an execution risk. Because of that, we don't want to give a number that may end up materially increasing and which would otherwise not appear to be accurate when all this M&A is incorporated. Brett Anthony Knoblauch Cantor Fitzgerald & Co., Research Division And then if I could just maybe do one follow-up. If you had to kind of point to 3 markets or reasons this year that you kind of needed in the travel recovery to really kind of pick-up steam for you guys to kind of reach your guidance, which markets would they be? James W. S. Dullum Chief Operating Officer The recovery in -- if I got the question, Brett, you're asking us which of our markets will be the best performers for us this year that we expect -- Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman To get the recovery. James W. S. Dullum Chief Operating Officer Yes, to get -- to recover. I mean, certainly, obviously, as we've talked about on a few occasions, Asia is quite important, and we have great expectations. So that's probably number one. We see a lot of opportunity expanding beyond and people tend to focus on China there, but we see going through the whole India subcontinent. So we see that as another great market. And then Latin America definitely is a big market for us. And obviously, we've taken the first big step there. Hopefully, it's one of many. But we see that as the next big market for us to go after. Operator Our next question is from the line of Mike Grondahl of Northland Securities. Michael John Grondahl Northland Securities, Inc. Could you help us out with a little bit more granular information, how did airlines do hotels, cars, cruise events and then the ancillary bucket? Like just how did each one perform kind of vis-a-vis your expectations? Were they above, below? Just those 5 buckets, it would be helpful to get a little color on? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. So far, they are in line with our expectations. As you know, from the different decks that we have out there, we are not yet breaking them down. I mean, everything together, packages, hotels, cars, ancillaries, et cetera, it's about 20%. That's how we are classifying them now. They are growing in line with our expectations. Cruises, as you know, they were launched only to a very few numbers of customers to test the new platform. We'll talk more about that going into the rest of the quarter through various initiatives that we'll announce, but so far in line with our expectations and clearly a long way to go only up because it's a very, very small part relative to the rest of our business. Air, we gave the figures. Domestic travel has recovered. International traffic is recovering slowly -- slower, not slowly. I mean, it went to 77% almost in the last quarter of '22 related to last quarter of '19.
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 12 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. I mean in the last quarter, as you know, there were also a bit of 2 or 3 disruptive events that you have seen in the results of all the major companies, I mean, 2 or 3 hailstorms disruptions with the systems of the aviation security. So it's crucial to highlight here that despite all those things that impact the flight space much more than the hotel space despite all those and despite flights being 80% of our market, we were able to beat the straight expectation in both net revenues and EBITDA and net profit. So I think this is something that wasn't highlighting from our numbers, which is great that you're pointing it out in relation to the flight performance in the market in general in the last quarter. Michael John Grondahl Northland Securities, Inc. And then, secondly, you guys have talked about the macro a little bit. And in the past mentioned the strong dollar in that kind of helping international travel, U.S. to other parts. How would you describe the macro today? Is it a bit of a tailwind, a bit of a headwind? Kind of what are you seeing? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Yes. So the same -- I mean, there are similar dynamics. Of course, with regard to the strong dollar, I mean, the dollar retreated a bit, right? I mean that's kind of a general macro trend. But then on the other hand, you have new trends, which we believe are even more positive to our business. For example, for most of '22, there was generally an undersupply right? Especially in flights, I mean, especially in flight, especially domestic flights. So we see that dynamic changing, and that's crucial because as you know, we have an indispensable part of the travel liquid system, which becomes even more indispensable with higher capacity, excess capacity. So we are seeing the trend of undersupply of '22 in reverse, not only because of changes in the labor markets. I mean there was a report yesterday about the hotels and airlines finding it much easier to recruit. But more importantly, we see it on the CapEx side. I mean you see giants like Air India, they've announced the acquisition of 470 aircraft, which is the biggest order in the history of aviation. So clearly, in '23 and '24, we expect excess supply to increase, which, as you know, is positive for our business and is more impactful than the slight kind of devaluation that we have seen in the U.S. dollar, which is natural. After a year, 1.5 years of continued appreciation is only natural. There is a bit of a change there. Jim, I don't know if -- James W. S. Dullum Chief Operating Officer Yes. I just -- the only thing I would add to that is that the whole pent-up demand that we've all been talking about through most of last year, it was not entirely satisfied, right? Now the character might have changed a little and the groups that will step out first would change a little bit. But as the dollars moderated, we don't see that as hurting anything. As a matter of fact, we see it in some of these groups is helping. So we think that pent-up demand will continue to make its way out, maybe not as straight line bottom left to upper right that everybody had thought. But generally, that trend we expect to continue. Michael John Grondahl Northland Securities, Inc. And then just lastly, anything to call out in some of your newer subscription businesses or in some of the partnerships that you've talked about in the past, EBG or Arthur Gallagher, any relevant update? James W. S. Dullum Chief Operating Officer The one thing, I guess, we could add there is we've starting in fourth quarter, we started to focus on better penetration, if you will, or faster penetration of that 125-million-member base that we have access to through some of those organizations. And we see that starting to pay off. We see an increase in our average daily transactions from last quarter, the fourth quarter of '22 to the first quarter of '23 so far to date. So we see those efforts paying off. We expect to be able to continue to mine that, which, again,
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 13 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. will help us as we grow. And we'll continue to expand that portfolio, right? With -- we're going after the experts. We're going after a lot of local capabilities, local providers. So as we improve that network and grow that network, you'll see good results coming from those businesses. Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman And EBG specifically, you may recall from the last quarter's call that the emphasis for '22 was to provide our flight content to them, right? Which we have provided for the most part, on nearly of their platforms. And you may also recall that the next stage in the evolution of that partnership was the reverse, right? It was for Mondee to start consuming EBG content like theme parks, tickets, events, et cetera, which required more time because it required the creation of new technology platforms. So that is what we have been working in the last few quarters, and we hope that in 2023, that element of the equation will start bearing results as well. Operator [Operator Instructions] And our next question is from the line of Jed Kelly of Oppenheimer. Jed Kelly And nice quarter. Just a few, if I may. If I sort of look at your revenue growth, transaction growth relative to other companies that are in the travel distribution space, you seem that being recovering quicker than a lot of them are. So can you talk about what sort of the underlying, what's driving some of those underlying share gains? And then my second question sort of as a follow-up. Can you give us any metrics around the engagements of the travel agents using your platform relative to those same travel agents that are using other platforms? Orestes Fintiklis Chief Corporate Strategy & Business Development Officer and Vice Chairman Okay. So I'll take the first question. So the reason that you see our net revenue is growing faster than the market is because our recovery is not market driven. There is an element of market recovery, but there are much -- there are other dynamics that are going on here. The first one is that we are increasing market share, right? Which you have seen. I mean there are a few slides in our deck, you can see the growth that we've had historically, and we continue on that positive trajectory. So that's the one element that is important. The second element that is important. As you know, the segment of the market we disrupted was the flight consolidated market, it is a $70 billion market in North America. And now we're expanding beyond that. We discuss hotels, we discussed cruises, we discuss other content. So as we disrupt adjacent segments, not only we are growing our market share in our main market, but we are increasing our market share in markets that were previously not there, right? Thirdly, we grow geographically, both organically and with M&A. And then last but not least, our technology is an important driver because this is even on the same growth revenues, we are realizing much more net revenues because of the higher take rate, which is a result of fintech and short of market tech, all these solutions, which are powered by this very unique technology that we have. And then last but not least, we feel that we are in a segment. We are serving the needs of the new consumer, which are currently not being adequately addressed by the platforms that are out there. We have made the point many times that the solutions out there, they are mostly catering with 90s based technology to the boomer and the genes. So now the new generations, the Gen Z, the millennials, they have completely different needs. They have different ways of making decisions on how they consume travel, very much in line with how e-commerce is consumed with social media, with mobile apps. And we feel that the technology that we have been developing and we are developing is more in line with this generational shift, and that explains partially also the exponential growth that we feel will be enjoying in the foreseeable future. James W. S. Dullum
MONDEE HOLDINGS, INC. FQ4 2022 EARNINGS CALL FEB 28, 2023 WWW.SPCAPITALIQ.COM 14 Copyright © 2014, S&P Capital IQ, a part of McGraw Hill Financial. Chief Operating Officer Jed, it's Jim. Let me just add on to sort of the second part of your question. With the travel intermediary marketplace in general, right? The travel agents, the experts, the local providers, et cetera. Look, we believe we have the most tech forward platform out there. And it has been -- we also believe the most comprehensive platform and everything we've talked about and you've seen us publish say we're just continuing to build and expand on that, right? The breadth of services, starting with just flights and the richness of that content and adding to it. So with that sort of very tech forward, very user-friendly platform for that intermediary customer. I mean, our penetration has been great. And it's even bigger with sort of the Gen Z and the gig economy side of that market, which is just burgeoning now. So the platform continues to penetrate. We think it is one of the dominant platforms out there. And everything we're doing is intended to only make that better. So we have big plans for that. You see that we announced the launch of our affiliate program. And that affiliate program is simply to put an exclamation point on all of that effort. We're going to allow our affiliates to have even deeper and richer access to all of our technology, all of our tech features, as Orestes just covered, and be able to service their clients so much better. So those things just are drawing the market to us, and we will continue to very aggressively pursue that segment, that intermediary segment and the penetration of it. Operator And we have no more questions. I'd like to turn the call back over to Jeff Houston. Jeff Houston Senior Vice President of Investor and Public Relations Thank you. Yes. We'd just like to express our gratitude to everyone for listening in, watching the webcast or the replay or reading the transcripts and for their attention to Mondee. I would welcome the opportunity to schedule a call, present the company and answer any questions you may have. You can get more information at our website, investors.mondee.com or you can send us an e-mail at [email protected] Thank you. Operator This concludes today's call. Thank you all for joining. You may now disconnect your lines.
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THE FUTURE OF TRAVEL, NOW Investor Presentation February 2023
© 2023 All Rights Reserved | 2 Safe Harbor Statement (Under the Private Securities Litigation Reform Act of 1995) This presentation contains “forward-looking statements” within the meaning of federal securities law. Forward-looking statements can be identified by words such as: “believe,” “can”, “"may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward- looking statements include, among others, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Mondee Holdings, Inc. (the “Company”) and its management, are inherently uncertain. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to meet Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward- Looking Statements” in the Company’s registration statement in the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022, the registration statement on Form S-1 declared effective by the SEC on October 12, 2022, and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. Legal to Review
© 2023 All Rights Reserved | 3 Orinter Acquisition, begins Third Wave of Acquisitions ● In January 2023 acquired Orinter for approximately $40 million ● Expands footprint in Brazil and LATAM Strengthened Capital Structure to Fuel Accretive M&A Strategy ● Debuted on The Nasdaq Global Market on July 19, 2022 ● Raised an additional $85 million of preferred equity to support M&A strategies ● Purchased 12 million public warrants, limiting potential common-equity dilution ● Fortified balance sheet, as of year end with $87.5 million cash1 Delivered Strong Preliminary 2022 Results, Despite International Travel only 69% Recovered1 ● Gross revenue of $2.2 billion, 2.2x above 2021’s $966M ● Net revenue of over $159 million, 171% of 2021 ● Adjusted EBITDA2 of $16 million, an improvement of over $20 million from 2021 Market Share Growth ● Agile platform and marketing strategies to expand market share in Europe and India ● Positioned well to benefit from China/Asia reopening Chairman’s Message Mondee’s fourth quarter and full-year 2022 accomplishments in key areas were marked by … 1Results are preliminary and subject to final review by Mondee’s auditors. 2Please refer to the Appendix of this presentation for non-GAAP reconciliation tables. Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Launched Mondee Affiliate Network ● In January 2023, launched affiliate network to increase distribution and reach ● Affiliates utilize Mondee’s technology and marketplace while enhancing commissions
© 2023 All Rights Reserved | 4 Travel Industry Update 1OAG.com 2022 vs 2019 cumulative international scheduled air seats as of 12.31.2023 2022 North America domestic air ~91%1 recovered to 2019 levels, international only ~69%.1 Mondee is well positioned in the current macro environment with 80% North America outbound international travel, mostly leisure. China reopened for in-bound travel in January 2023, which should be a tailwind. Pandemic led labor shortages in 2022 added to basic undersupply in air and hotel. In 2023, it is expected to reverse. Supply is ramping back up, for example, Air India invested $70 billion to buy 470 planes. Inflation and high fuel cost are driving price increases while recession fears may impact both operating costs and business demand in the short to medium term. Gen Zs and Millennials’ increasing purchasing power and influence. New platforms are required to meet the needs of these growing consumer cohorts.
© 2023 All Rights Reserved | 5 Capitalizing on Travel Recovery and New Market Channels 1Results are preliminary and subject to final review by Mondee’s auditors. *Source: internal Mondee analysis of Transactions 0% 5% 10% 15% 20% 25% 30% South Pacific North America Middle East Indian Subcontinent Europe Central and South America Asia Africa 4Q22 3Q22 4Q19
© 2023 All Rights Reserved | 6 Enabling the Modern Travel Ecosystem Discounted Content Long-term Contracts Real-time Pricing Data RMS Integration Access to Curated Supply Modern Tech Platform SaaS Tools to Operate Efficiently Significant Cost Savings Content Suppliers Content Consumers HoteliersAirlines Wholesalers Ancillary Providers Travel Experts ConsumersCorporations SMB’s & Nonprofits Marketplace Software Fintech Experiential 500+ Airlines 1M+ Hotels, Vacation Rentals, Rental Cars 55K+ B2B Customers1 125M+ Closed User Group Access1 #1 Market Share of North America Wholesale Airfare1 10% 2022 Adjusted EBITDA Margin2 71% 2022 Net Revenue Growth Rate2 80% International Leisure 40% 2015-2019 (Organic only) 23% 2019 1As of Q4 2022. 24Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 7 Preliminary Financial Results1,2 14Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. 2Please refer to the Appendix of this presentation for non-GAAP reconciliation tables. Gross Revenue +42% YoY $512M Net Revenue +19% YoY $40M Adjusted EBITDA* $5M Up from $(2) in 4Q21 Adjusted EPS* $(0.05) +$0.02 YoY 4Q22 Full-year 2022 Gross Revenue +130% YoY $2.2B Net Revenue +71% YoY $159M Adjusted EBITDA* $16M Up from $(5)M In 2021 Adjusted EPS* $(0.20) +$0.11 YoY
© 2023 All Rights Reserved | 8 2023 Financial Outlook Net Revenue increased to be in the range of $230 million to $240 million, representing YoY growth of 47%, measured at the midpoint. Adjusted EBITDA is projected to be in the range of $40 million to $45 million, Representing YoY growth of 171% and a margin of 18%, measured at the midpoint.
Full Presentation
© 2023 All Rights Reserved | 10 Experienced travel and technology executive and entrepreneur. Former EDS (an HP company), BTI Americas, Citicorp Jim Dullum COO Dan Figenshu CFO Experienced CFO and entrepreneur. Former Rocketrip, Mic, The Blaze Michael Thomas President - Retail Venkat Pasupuleti CTO Experienced CTO and entrepreneur, Former Avesta, Zoom Interview, Eze Technologies Yuvraj Datta CCO Experienced travel executive focused on supplier and revenue management, Former Skylink Serial entrepreneur. Founder of Metaminds, ExploreTrip, LogixCube, POD Technologies with successful exits Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Orestes Fintiklis Vice Chairman and Chief Corporate Strategy and Business Development Officer Michalis Tsakos President - Wholesale Entrepreneur, founded and grew CTS into the largest, fastest growing consolidator in North America We Have Built a Proven C-Suite Team Aligned to Execute this Vision Executive team with 100+ years of combined experience in the travel industry Kymber Lowe CMO Experienced marketing executive, Former Microsoft, Amazon, Lifelock, and VISA. Founder and Managing Director of Ithaca Capital, Former CEO of ITHAX Acquisition Corp. Entrepreneur, founded OneTravel (Amadeus), Sprice (Travelport), and Bookingwiz (Mondee)
© 2023 All Rights Reserved | 11 We Are Disrupting the Massive Global Travel Market Mondee’s Gross Revenue TAM is primarily the $1T Assisted/Affiliated Travel Market, which is larger and growing faster than Self Service Sources: PhocusWright, IBIS. Global travel market, 2019 Bookings = $1.9T 47% Mix 7% CAGR 53% Mix 11% CAGR $0.9T $1.0T Self Service • Good GUIs • Retail Prices • Low Tech • No Touch Assisted/Affiliated • Poor GUIs • Legacy • Low Tech • High-Touch Service Metasearch Airline, Hotel, Car Rental Sites OTAs ~50/50 business / leisure mix ~50/50 domestic / international mix Many users transact on both sides Gig Economy Workers Travel Agencies Clubs & Closed User Groups SMBs & Businesses Travel Management Companies (TMCs)
© 2023 All Rights Reserved | 12 Mondee’s Platform Hoteliers Airlines Suppliers Wholesalers Ancillary providers Mondee helps suppliers optimize inventory and utilize excess capacity Legacy Distribution Technology Platforms COMAND ... xxxx COMAND ... xxxx COMAND COMAND ... xxxx COMAND COMAND COMAND ... xxxx COMAND ... xxxx COMAND ... xxxx Travel Agent • Incomplete content (e.g., no low-cost carriers, no alternative accommodations) • Text-based; not extendable to mobile • Lack of modern messaging capabilities • Credit-card focused for payments • Inability to link search results and marketing messaging Consumers Mondee helps customers modernize technology, gain access to broader content and narrowcast their distribution • Comprehensive global content • Modern user experience, extendable to mobile • Full suite of communication tools – integrated phone, email, SMS, and chat • Fintech platform, tailored to the travel market • Multi-channel marketing platform Corporations Travel Agents SMB’s & Nonprofits Consumers (subscription members) A Leading B2BC Tech Platform to Travel Ecosystem
© 2023 All Rights Reserved | 13 ~95% ~80% 4.2% Double Digits LT Target 2017 Net Revenue MixTake Rate Air Transaction Mix 7.2% 5.4%2019 ~50% We Have a Compelling Economic Model with Diversified Revenue Streams 20221 100% No Inventory Risk No Supplier Concentration No Customer Concentration Strong Network Effects Travel Recovery (Especially China) 100% 67% Consumer Economics Markup Supplier Economics Commissions GDS/NDC Diversified Revenues Fintech Ancillaries Subscriptions 14Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 14 25 48 54 75 93 69 93 1593 77 2015 2016 2017 2018 2019 2020 2021 2022 founded Launch1 40% Organic CAGR 62% CAGR, incl. M&A Market share2 (%) 1.9 2.2 2.4 3.5 4.6 2019 $70b NA wholesale Airfare market 2011 2.4x Market share growth Net Revenue ($Millions) Pre-Pandemic Record of Rapid Growth and Market Share Expansion Mondee is building on a track record of exponential profitable growth, disruptive market penetration and delivering on key operating metrics since launching its initial modern operating system. Sources: Mondee financials, PhocusWright 1In conjunction with the launch of TripPro, Prasad Gundumogula led a management buyout of the business and became CEO 2Market share defined as Mondee’s gross revenue as a proportion of gross revenues generated from B2B airfares for the North American market 34Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. 170 Organic Growth Acquisitions • $3B Gross Sales through the Marketplace • 40% & 62% Organic & Inorganic CAGR’s, 2015-2019 • 2019: $171m Organic + Inorganic Revenues • 2019: $40m Adjusted EBITDA • 50M Daily Searches, 5.4M air transactions • 23% Adjusted EBITDA Margin 2019 • Hotel, Car, Cruise, Ancillary Expansion
© 2023 All Rights Reserved | 15 Boomers Gen X Millennials Gen Z The Gig Traveler is Setting the Pace for Social Commerce in Travel Pre-2000s 2010s 2020s 2025s Aggregated Content Accessibility to inventory Pricing/Fare Transparency Price Sensitive Self-Service Support Search-based Content “Bleisure” Groups Online Support Personalization Experiential Content Real-Time, Always On FOMO Curated Content Multi-Tasker/Role Functionality N E E D S & R E Q U IR E M E N T S IN T E R M E D IA R IE S & D IS T R IB U T IO N S O L U T IO N S : P R O D U C T S A N D S E R V IC E S Social Commerce AI & Machine LearningWeb Electronic Payment Cloud Privacy Personal Computing Online Mobile Conversational Commerce Travel Agents Travel Affiliates Managed Travel SMEs, Corporate Home-Based Agents Gig Economy Workers Influencers, Cohorts Cost-Sensitive Return-to-Travel Self Serviced Travel Member-Based Travel Gig Traveler Shifting Influence Levels
© 2023 All Rights Reserved | 16 We Have Demonstrated Track Record of Recovery and Product Expansion FOUNDATIONAL ACQUISITIONS LAUNCHED MODERN TECH PLATFORM Nasdaq: MOND EXPANSION ACQUISITIONS LAUNCHED CLOSED USER GROUP BRAND PUBLICLY LISTED ON NASDAQ CONTENT: AIR HOTELS & CAR RENTAL CRUISES & THEME PARKS ALL TRAVEL CONTENT $25M $159M2 2011-2014 2015-2018 2019 2020 2021 2022 TRANSFORMATION GEOGRAPHIES: NORTH AMERICA OUTBOUND INTERNATIONAL OUTBOUND DISTRIBUTION: TRAVEL AGENTS GIG ECONOMY SMBs & MEMBER ORGANIZATIONS INFLUENCERS CLOSED GROUPS GLOBAL $170M(1) 1Pro Forma for 2020 acquisitions. 24Q22 and FY2022 results are preliminary and subject to final review by Mondee’s auditors. $93M
© 2023 All Rights Reserved | 17 Fintech Software Experiential The Next Mondee Frontier Includes the Full Suite of B2B2C Travel Tech Tools Enterprise Travel Software Platform Self-Service Travel CRM / SaaS for Travel Managers Monetization for Travel Experts User Generated Content Mobile Super App Virtual Cards Essential Modern Travel Platform For Experts, Travelers, & Enterprises Airlines Ancillary Hotel Mobile Desktop In-House Clearing Platform
© 2023 All Rights Reserved | 18 Experiential Content Cruises Tours Concerts/Events Enhanced Monetization Fintech Digital Cards Subscriptions Additional Geographies LATAM India Europe Social Commerce Local Experts Influencers Gig Economy Inorganic Growth Content Technology Distribution Social Commerce International Travel Recovery China and other markets We Are Unlocking Multiple B2B2C Growth Drivers New DistributionNew Content & TechnologyMarket Gain Market Share Air Hotels Car Rentals
© 2023 All Rights Reserved | 19 Proven Ability to Execute On Synergistic Acquisitions Mondee has been successful in executing and maximizing the value of acquisitions, regardless of market conditions THIRD WAVE OF ACQUISITIONS 6 Consolidator focused on the Middle East and Southeast Asia Hariworld 7 Tour company with extensive content Aavan Vacations 1 Largest N. American consolidator serving the Indian subcontinent Skylink 2 Retail flight business and technology platform Exploretrip 3 Metasearch engine cFares 4 Largest N. American consolidator serving Asia C&H 6 Canadian consolidator Leto Travel 1 Retail travel company with extensive call center operations LBF Travel 2 Hotel content hub Hotelwiz 4 Travel club platform Avia Travel 5 Largest and fastest growing N. American wholesaler Cosmopolitan Travel Services 7 Corporate travel incentives platform Rocketrip 5 Largest N. American wholesaler serving South America and the South Pacific TransAm 2011 2012 2019 2020 Content Technology Distribution 3 Marketing and ad platform for travel Bookingwiz jFOUNDATIONAL ACQUISITIONS EXPANSION ACQUISITIONS 2013-18 2021-22 2023+ 1 Brazil and LATAM hotel, Air, transportation wholesaler Orinter
© 2023 All Rights Reserved | 20 Mondee M&A Strategy and Orinter Acquisition Rationale Expanding the company's presence in key markets; accelerating organic growth; delivering synergies; and transacting at accretive valuations Expand content and distribution in Brazil and Latin America; natural expansion to Mondee’s North America footprint Accelerate Organic Growth Acquiring businesses that own pieces such as unique product, distribution and tech, which Mondee can plug into its ecosystem to accelerate its organic growth, faster than developing those components organically Access to Orinter’s valuable direct hotel contacts; Leverage Orinter’s local expertise and distribution of 4,800+ travel experts Synergies Realizing material revenue and cost synergies Cross Selling opportunities (i.e., sell Orinter’s content to Mondee’s 50,000+ travel experts and vice versa); Revenue and cost synergies through the deployment of Mondee’s superior tech Accretive Valuation Focus on acquiring companies that improve Mondee’s metrics and at accretive valuations (relative to Mondee’s market cap) Orinter enjoys 13% take rate and 30% EBITDA margin; Purchase price of c.$40 million implies multiple of c.4X Orinter’s 2022 EBITDA of $9.3 million Mondee’s M&A Strategy Orinter Acquisition
Financial Overview
© 2023 All Rights Reserved | 22 2022 Preliminary Financial Highlights1 $2.2B | 130% Gross Revenue & Growth $159M | 71% Net Revenue & Growth $16M | 10% Adjusted EBITDA & Margin 7.2% Take Rate 1,580 bps Adjusted EBITDA Margin Expansion 2.1M+ Transactions 12022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 23 We Are a Travel Market Leader with a Superior Combination of Growth and Margin 59% 53% 52% 52% 46% 37% 36% 34% 35% 32% 2024E Revenue Growth + 2024E EBITDA Margin Rule of 40 Source: Wall Street estimates via FactSet as of 2/27/23
© 2023 All Rights Reserved | 24 We Accelerated Our Growth Despite Slower Market Recovery in International Travel $1,658 $450 $952 $2,2221 2019 2020 2021 2022 Annual Gross Revenue ($ millions) $31 $38 $71 $751 2019 2020 2021 2022 Pent Up Travel Demand & Take Rate Improvements Average Net Revenue Per Transaction (ARPT) ($) 12022 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 25 Sustained Expansion of Take Rate Driven by New Content and Products Take Rate: 5.6% 7.2% ~160 BPS of Take Rate Expansion (2019-2022) Annual Net Revenue ($ millions) 12022 results are preliminary and subject to final review by Mondee’s auditors. 22023 Guidance midpoint $93 $66 $93 $1591 $2352 $1701 2019 2020 2021 2022 2023E
© 2023 All Rights Reserved | 26 Supported by Improving Operating Leverage $86 $102 $112 $158 2 2019 2020 2021 2022 Annual GAAP Opex1 ($ millions) GAAP Opex % of Net Revenue: 99%124%154%92% 12022 results are preliminary and subject to final review by Mondee’s auditors. 2Excluding stock-based compensation. 3Includes a one-time $2.1 million restructuring expense. 4Includes provisions for doubtful accounts, depreciation and amortization, and restructuring expenses. Personnel Information Technology Other4Marketing G&ASales 3
© 2023 All Rights Reserved | 27 Driving Towards Growing Profitability $13 ($25) ($5) $16 $43 $401 2019 2020 2021 2022 2023E Adjusted EBITDA ($ millions) 14% (37%) (6%) 10% 18% 23%1 12022 results are preliminary and subject to final review by Mondee’s auditors. 2Represents EBITDA and margin pro-forma of acquisitions done in 2020. 32023 Guidance midpoint Fintech & Subscription Products Operating Leverage Take Rate Expansion Market Share Gain Disciplined, Accretive M&A Drivers of Margin Expansion 3 2
© 2023 All Rights Reserved | 28 ($ millions) 2019A1 20222 2023 Guidance Long-Term Target Take Rate 5.6% 7.2% Double-digit Net Revenue $93 $159 $230-240 YoY Growth 24% 71% 47% 30%+ Sales & Marketing as % of Net Revenue 59% 69% Adjusted EBITDA $13.1 $16 $40-45 % Margin 14% 10% 18% 30%+ Long-Term Model 1Represent as-reported, standalone metrics. 22022 results are preliminary and subject to final review by Mondee’s auditors
© 2023 All Rights Reserved | 29 ($ millions) 4Q21 4Q221 Cash $24.0 (includes $8.5 in restricted cash) $87.5 (includes $8.6 in restricted cash) Total Debt $173.2 (includes $11 of current portion of LTD) $134.4 (includes $7.5 of current portion of LTD) Redeemable Preferred Stock N/A $85 Common Shares Outstanding N/A 82,266,160 Balance Sheet Summary 14Q22 results are preliminary and subject to final review by Mondee’s auditors.
© 2023 All Rights Reserved | 30 Key Investment Highlights Disrupting the Massive Global Travel Market Multiple Levers of Growth Proven Leadership Team Profitable Growth with Expanding Margins Significant Barriers to Entry Next-Gen Travel Tech Platform
Appendix
© 2023 All Rights Reserved | 32 Capital Structure Improvements Raised $85M of Preferred Equity Growth Capital announced on 9/29/22 Enables Mondee to execute aggressive M&A strategy Cash on Balance Sheet to Support Organic Growth Plans Working Capital and FinTech optimization Purchased 12M Public Warrants via Tender Offer Process announced on 10/21/22 Use of proceeds Limits potential dilution and simplifies capital structure Focuses long-term investors attention on the common equity 100% of public warrants retired Creates value for common shareholders
© 2023 All Rights Reserved | 33 Mondee Leverages its Content Flywheel & Tech Platform to Revolutionize Social Travel Ability to Customize Enabling Gig Economy in Travel Social Commerce Mobile First One-Stop Shop Pre-Curated Offering Access to Experts High Quality Experiences Expert-Based Community Model
© 2023 All Rights Reserved | 34 Without Mondee, Booking a Curated Trip is a Never Ending Headache Air Lodging Car Rental Tours / ExperiencesReservations Tickets The average person searches 20+ sites when planning a curated trip
© 2023 All Rights Reserved | 35 Asi Ginio Co-Founder, Former CPO, COO, CEO, Tourico Holidays Inc. Noor Sweid Founder, General Partner, Global Ventures Pradeep Udhas Co-Founder, Senior Advisor, KPMG India Roopa Purushothaman Chief Economist, Head of Policy Advocacy, Tata Sons Private Limited Mona Aboelnaga Kanaan Managing Partner, K6 Investments LLC Board of Directors with Diverse Experience Mondee’s Board of Directors with diverse and extensive experiences in public companies. Prasad Gundumogula Chairman, Chief Executive Officer, and Founder Orestes Fintiklis Vice Chairman and Chief Corporate Strategy and Business Development Officer
© 2023 All Rights Reserved | 36 Leading Player Expanding Technology, Content, Distribution Capitalizing on proven success with next-gen travel tech platform in discounted airline tickets for travel agents by adding new travel-content areas and engaging with new closed-group categories. Global Content Hub Travel Marketplace for Gig Mondee’s Next-Gen Travel Tech Platform Hotels Car rentals Theme Parks CUGs SMBs Enterprises Fin-tech Mar-tech Ancillaries Cruises Tours Concerts Other activities Consumer Subscription Gig workers Influencers Super App Conversational Commerce Mondee Brand Gaining Share Market Opportunity Near- Term Vision 2022 Air (~5% market share) Limited Hotel & Car Travel Affiliates, Advisors Agents (55,000+ travel intermediaries) Omni-channel Marketplace
© 2023 All Rights Reserved | 37 Launch date 2015 2013 (acquired in 2020) June 2021 August 2021 Target segment • Travel agents • TMCs • Large corporations • SMBs • Nonprofits • Membership organizations • Subscribers, including consumer members Description Platform for travel search, booking, and more Incentive platform that reduces corporate travel spending Discount online booking site, with enhanced service Discount online subscription-based booking Customer base 50,000+ agents 50+ corporations 125M+ members Soft launch/testing Industry Leading Products Tailored for the Gig Economy Travel Market Mondee’s products now serve a variety of different customer segments across the B2B travel landscape
© 2023 All Rights Reserved | 38 Non-GAAP Measurements In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this presentation and the accompanying tables include adjusted EBITDA non-GAAP net income, and non-GAAP EPS. These non-GAAP financial measures are not calculated in accordance with GAAP as they have been adjusted to exclude the effects of stock-based compensation expenses, provision for income taxes, and the impacts of depreciation and amortization. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans. Non-GAAP net income (loss) is defined as net loss before the impacts of amortization of intangibles, provision for income taxes, stock-based compensation, and one time items. Non-GAAP net income (loss) per share is defined as non-GAAP net income (loss) on a per share basis. See "Reconciliation of GAAP to Non-GAAP Financial Measures" for a discussion of the applicable weighted-average shares outstanding. We believe these non-GAAP financial measures provide investors and other users of our financial information consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our results of operations. With respect to adjusted EBITDA and non-GAAP net loss/ income, we believe these non-GAAP financial measures are useful in evaluating our profitability relative to the amount of revenue generated, excluding the impact of stock-based compensation expense and other one-time expenses. We also believe non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics eliminate the effects of stock-based compensation, which may vary for reasons unrelated to overall operating performance. We use these non-GAAP financial measures in conjunction with traditional GAAP measures as part of our overall assesSMBnt of our performance, including the preparation of our annual operating budget and quarterly forecasts, and to evaluate the effectiveness of our business strategies. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP. These non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of our use of stock-based compensation. We compensate for these limitations by providing investors and other users of our financial information a reconciliation of the non-GAAP financial measure to the most closely related GAAP financial measures. However, we have not reconciled the non-GAAP guidance measures disclosed under "Financial Outlook" to their corresponding GAAP measures because certain reconciling items such as stock-based compensation and the corresponding provision for income taxes depend on factors such as the stock price at the time of award of future grants and thus cannot be reasonably predicted. Accordingly, reconciliations to the non-GAAP guidance measures is not available without unreasonable effort. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net loss/ income and non-GAAP net loss/ income per share in conjunction with net loss and net loss per share.
© 2023 All Rights Reserved | 39 Non-GAAP Reconciliations1 14Q22 and FY22 022 results are preliminary and subject to final review by Mondee’s auditors.
Mondee Announces Fourth Quarter and Full Year 2022 Preliminary Financial Results - 2022 Gross Revenue of $2.2B1, 2.2x 2021's $996M - 2022 Net Revenue of $159M1, 171% of 2021 - 2022 Adjusted EBITDA of $16M1, an increase of over $20M from $(5)M in 2021 - 2023 Annual Guidance of Net Revenue to $230-240M, an increase of 47% at midpoint - Completed Acquisition of Orinter in Brazil, Expanding Footprint to Brazil and Latin America AUSTIN, Texas - Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms in the leisure and corporate travel sectors, today announced preliminary financial results for the fourth quarter and full year ended December 31, 2022. “We are pleased to have finished 2022 with full recovery of our marketplace net revenue, reaching 171% of our pre-Covid 2019 benchmark year's net revenue, while the industry is still on the upswing at about 70% recovered,”1 said Prasad Gundumogula, Chairman, Chief Executive Officer, and founder of Mondee. “The current market trends and travel reopening tailwinds in the Asia markets, especially China, and other market upsides from the release of our nextGen platform and marketplace evolution, give us confidence to project 47% net revenue growth guidance for 2023 over our strong 2022 performance. Very importantly for our global growth trajectory, we continue to add strength to our significant portfolio of offerings and distribution with the recent acquisition of a leading B2B business in Brazil. We welcome the outstanding and proven Orinter team to the Mondee family and look forward to further rapid and profitable expansion in the LATAM market and globally,” continued Mr. Gundumogula. Fourth Quarter and Full-Year 2022 Preliminary Financial Highlights1,2,3,4,5 ● Gross revenue of $512 million2 for the quarter increased 42% year-over-year as compared to $362 million in the fourth quarter of 2021 (“4Q21”). 2022 gross revenue of $2.2 billion, representing 2.2x of $1.0 billion in 2021. ● Net revenue of $40 million for the quarter, up 19% year-over-year as compared to $33 million in 4Q21. 2022 net revenue of over $159 million, representing 171% of $93 million in 2021. ● Net Loss of $13 million3 for the quarter, a decrease of $4 million as compared to a 4Q21 Net Loss of $9 million. This estimate includes approximately $7 million of earnout related to the ITHAX business combination and management restrictive stock units and $1 million of one-time expenses. 2022 net loss of $87 million, compared with $39 million in 2021, which includes expenses for the aforementioned fourth-quarter one-time expenses as well as $62 million non-cash one-time stock earnouts related to the ITHAX business combination and management restrictive stock units, $3 million one-time restructuring charges, and other non-recurring expenses. ● Adjusted EBITDA of $5 million for the quarter, an improvement of $7 million as compared to a 4Q21 Adjusted EBITDA of $(2) million. 2022 adjusted EBITDA was $16 million, an improvement of over $20 million from $(5) million in 2021. Financial Summary and Preliminary Operating Results1,2,3,4,5
Quarterly Comparison For the quarter ended December 31 Year-Over-Year Change 4Q221 4Q21 Transactions (thousands) 533.1 389.5 143.7 37% Revenue, Gross 511.8 361.7 150.1 42% Revenue, Net 39.6 33.3 6.3 19% Net Income (Loss) (13.5) (9.2) (4.3) 46% Loss per share (EPS) (0.16) (0.15) (0.01) NM Adjusted EBITDA 5.4 (1.5) 7.0 NM Adjusted Net Income (Loss) (4.2) (6.9) 2.6 NM Adjusted EPS (0.05) (0.07) 0.02 NM Annual Comparison For the year ended December 31 Year-Over-Year Change '20221 2021 Transactions (thousands) 2,137.5 1,320.0 817.5 62% Revenue, Gross 2,221.9 966.0 1,255.8 130% Revenue, Net 159.4 93.2 66.2 71% Net Income (Loss) (87.2) (38.9) (48.3) 124% Loss per share (EPS) (1.26) (0.64) (0.62) NM Adjusted EBITDA 15.7 (5.5) 21.2 NM Adjusted Net Income (Loss) (18.0) (29.0) 11.0 NM Adjusted EPS (0.20) (0.31) 0.11 NM 1 Results are preliminary and subject to final review by Mondee’s auditors. 2In millions, except transactions which are in thousands, per share data, and percentages. 32022 GAAP expenses include $62 million non-cash one-time stock earnouts related to the ITHAX business combination and management restrictive stock units, $3 million one-time restructuring charges, and other non-recurring expenses. 4Fourth quarter 2022 net loss includes approximately $7 million of earnout related to the ITHAX business combination and management restrictive stock units and $1 million of one-time expenses. 5Note that Mondee’s 2021, first quarter 2022, and second quarter 2022 financial results do not give effect to the business combination with ITHAX. Financial Commentary “Mondee continued its strong financial performance throughout 2022, generating over $159 million of net revenue on $2.2 billion of marketplace gross revenue, representing a 7.2% take rate and reaching 171% of 2019's net revenue,” said Dan Figenshu, Chief Financial Officer of Mondee. “Equally important is Mondee’s continued improvement in profitability, cash flow and balance sheet strength, with 2022 adjusted EBITDA improving to $16 million from $(5.5) million in 2021. In addition we materially improved our balance sheet with the addition of $85M in preferred equity in the form of non- convertible, redeemable preferred shares and the cash repurchase of all outstanding public warrants, which we believe will help the company to execute on both our organic and acquisition-related growth plans steadily and accretively,” continued Mr. Figenshu. Financial 2023 Outlook6 Mondee is providing the following projections for its first full-year as a public company ending December 31, 2023. We expect to continue delivering profitable growth despite a backdrop of global inflation and an evolving travel recovery.
• Net Revenue is projected to be in the range of $230 million to $240 million, representing year-over-year growth of 47%, measured at the midpoint. • Adjusted EBITDA is projected to be in the range of $40 million to $45 million, representing year-over-year growth of 171% and a margin of 18%, measured at the midpoint. 6 includes organic and inorganic growth Fourth Quarter 2022 Business Highlights and Subsequent Events • Acquired a Leading Brazilian B2B Travel Company Orinter, which strengthens Mondee’s position in the Brazilian and broader LATAM travel market, while providing additional high-quality travel products and localized services to Mondee’s now 55,000 experts distribution network. Orinter's portfolio includes 4,900 travel experts as well as complementary local hotel, packages and ground transport relationship that will be added to Mondee's content and distribution marketplace that we expect to bring significant synergies and cross-selling opportunities. Mondee plans to leverage Orinter's strong market position and expertise to further expand in regional and global markets. Acquisition executed in an accretive manner at approximately four times 2022 EBITDA. Mondee intends to continue its disciplined M&A strategy into 2023 adding valuable product and geographical footprint. • Introduced Innovative Expert and Influencer Affiliate Network Program. Powered by Mondee's cutting-edge technology, the program offers an exclusive arrangement that provides affiliates, travel experts, influencers and gig economy workers with enhanced revenue opportunities and tools designed to increase profitability, expand their product line-up, and stay competitive in the ever-evolving market. This model offers value for suppliers, experts and travelers. Suppliers will benefit from efficient management of their closed user group content and targeted distribution, while experts and travelers will gain exclusive access to a wider range of products and better revenue opportunities on travel content, including airfare, hotel stays, and ancillaries. • Named Former Microsoft and Amazon Marketing Executive, Kymber Lowe, as Chief Marketing Officer. Ms. Lowe will lead the company's marketing initiatives and strategy. Her expertise in developing successful marketing programs and expanding brands at scale will support Mondee in enhancing its global presence. • Having expanded access through multiple closed-user groups to over 125 million members, over this past year, the Company intends to also focus on expanding the adoption rate and increasing its new revenue streams. • During the 2022 travel-recovery, Mondee launched agile, targeted marketing initiatives to capitalize on the earliest opening international markets. Conference Call Information Mondee will host a conference call today at 5:30 a.m. (PT) / 7:30 a.m. (CT) / 8:30 a.m. (ET) to discuss its preliminary financial results with the investment community. A live webcast of the event will be available on the Mondee Investor Relations website at http://investors.mondee.com. A live dial-in is available domestically at (833) 470-1428 and internationally at +1 (404) 975-4839, passcode 679292. A replay will be available on Mondee’s investor relations website and an audio replay will be available domestically at (866) 813-9403 or internationally at +1 (929) 458-6194, passcode 742838, until midnight (ET) March 20, 2023.
About Mondee Established in 2011, Mondee is a travel technology company and a modern travel marketplace with its headquarters based in Austin, Texas. The company operates 17 offices across the United States and Canada and has core operations in India, Thailand, and Greece. Mondee is driving change in the leisure and corporate travel sectors through its broad array of innovative solutions. The company's platform supports over 50 million daily searches and processes a substantial transactional volume annually. Its network includes 55,000+ leisure travel advisors and gig economy workers, 500+ airlines, and over one million hotels and vacation rentals. The company also offers packaged solutions and ancillary offerings that serve a global customer base. On July 19, 2022, Mondee became publicly traded on the Nasdaq under the ticker symbol “MOND”. For more information, please visit https://www.mondee.com. Non-GAAP Measurements: In addition to disclosing financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release and the accompanying tables include adjusted EBITDA non-GAAP net income, and non-GAAP EPS. These non-GAAP financial measures are not calculated in accordance with GAAP as they have been adjusted to exclude the effects of stock-based compensation expenses, provision for income taxes, and the impacts of depreciation and amortization. We define Adjusted EBITDA as net loss before depreciation and amortization, provision for income taxes, interest expense (net), other income net, stock-based compensation, and gain on forgiveness of PPP loans. Non-GAAP net income (loss) is defined as net loss before the impacts of amortization of intangibles, provision for income taxes, stock- based compensation, and one-time items. Non-GAAP net income (loss) per share is defined as non-GAAP net income (loss) on a per share basis. See "Reconciliation of GAAP to Non-GAAP Financial Measures" for a discussion of the applicable weighted-average shares outstanding. We believe these non-GAAP financial measures provide investors and other users of our financial information consistency and comparability with our past financial performance and facilitate period-to-period comparisons of our results of operations. With respect to adjusted EBITDA and non-GAAP net loss/ income, we believe these non-GAAP financial measures are useful in evaluating our profitability relative to the amount of revenue generated, excluding the impact of stock-based compensation expense and other one-time expenses. We also believe non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics eliminate the effects of stock-based compensation, which may vary for reasons unrelated to overall operating performance. We use these non-GAAP financial measures in conjunction with traditional GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, and to evaluate the effectiveness of our business strategies. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP.
These non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of our use of stock-based compensation. We compensate for these limitations by providing investors and other users of our financial information a reconciliation of the non-GAAP financial measure to the most closely related GAAP financial measures. However, we have not reconciled the non-GAAP guidance measures disclosed under "Financial Outlook" to their corresponding GAAP measures because certain reconciling items such as stock-based compensation and the corresponding provision for income taxes depend on factors such as the stock price at the time of award of future grants and thus cannot be reasonably predicted. Accordingly, reconciliations to the non-GAAP guidance measures is not available without unreasonable effort. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net loss/ income and non-GAAP net loss/ income per share in conjunction with net loss and net loss per share. Operating Metrics: This press release also includes certain operating metrics that we believe are useful in providing additional information in assessing the overall performance of our business. Transactions are defined as the aggregation of transactions handled by our platform between a third party seller or service provider and the ultimate consumer. A single transaction could include an airline ticket, a hotel or hospitality accommodation, and any number of ancillaries offered on the platform. We generate revenue from service fees earned on these transactions and, accordingly our revenue increases or decreases based on the increase or decrease in either or both the number or value of transactions we process. Revenue will increase as a result of an increase in the number of customers using Mondee’s platform and/or as a result of an increase in service fees from higher value services offered on the platform. Forward-Looking Statements and Unaudited Financials: This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “believe,” “can”, “"may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the Company’s future growth, performance, business prospects and opportunities, strategies, expectations, future plans and intentions or other future events are forward looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Management believes that these forward-looking statements are reasonable as and when made. However, the Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to maintain Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 20, 2022, the registration statement on Form S-1 declared effective by the SEC on October 12, 2022 and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Except as required by law, Mondee undertakes no obligation to update publicly any forward-looking statements for any reason. The preliminary financial results for the fourth quarter and full year ended December 31, 2022 are unaudited, reflect our estimated financial results and are based on information available to management as of the date of this release and are subject to potential further material changes upon completion of the Company’s standard year-end closing procedures. In preparing this information, management made complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. Our actual financial results for the three months and year ended December 31, 2022 have not yet been finalized by management and remain subject to the completion of management’s final review and our other closing procedures, as well as the completion of the audit of our annual financial statements. These preliminary estimated results do not represent a comprehensive statement of all financial results for the three months and year ended December 31, 2022. We are required to consider all available information through the finalization of our financial statements and their possible impact on our financial conditions and results of operations for the period, including the impact of such information on the complex judgments and estimates referred to above. MONDEE HOLDINGS, INC. Condensed Consolidated Balance Sheets (In $ thousands, except stock and par value data) (unaudited) December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 78,841 $ 15,506 Restricted short-term investments 8,639 8,484 Accounts receivable, net of allowance of $4,754, and $5,005 as of December 31, 2022 and December 31, 2021, respectively 23,029 10,178
Contract assets, net of allowance of $0 and $1,000 as of December 31, 2022 and December 31, 2021 8,778 3,935 Prepaid expenses and other current assets 4,321 2,588 Total current assets $ 123,608 $ 40,691 Property and equipment, net 11,204 8,874 Goodwill 66,420 66,420 Intangible assets, net 57,370 63,708 Loan receivable from related party — 22,054 Operating lease right-of-use assets 2,293 — Other non-current assets 2,057 1,588 TOTAL ASSETS $ 262,952 $ 203,335 Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit Current liabilities: Accounts payable 37,713 19,529 Amounts payable to related parties — 716 Paycheck Protection Program (PPP) and other government loans, current portion 72 338 Accrued expenses and other current liabilities 9,442 10,354 Deferred revenue 5,490 6,450 Long-term debt, current portion 7,514 11,063 Total current liabilities $ 60,231 $ 48,450 Deferred income taxes 650 512 Note payable to related party 197 193 PPP and other government loans excluding current portion 159 1,915 Warrant liability 1,293 — Long-term debt excluding current portion 126,883 162,170 Deferred revenue excluding current portion 12,596 14,288 Operating lease liabilities excluding current portion 1,659 — Other long-term liabilities 2,475 2,632 Total liabilities $ 206,143 $ 230,160 Commitments and contingencies (Note 13) Redeemable Preferred Stock Series A Preferred stock - 85,000 authorized, $0.0001 par value, 85,000 shares issued and outstanding as of September 30, 2022 ( liquidation preference of $85,057) 82,648 — Stockholders' deficit: Common stock – $0.01 par value; 500,000,000 and 1,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively; 75,766,160 and 1 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 7 6 Shareholder receivable (20,336) — Additional paid-in capital 272,318 163,459 Accumulated other comprehensive loss (614) (273) Accumulated deficit (277,214) (190,017) Total stockholders’ deficit $ (25,839) $ (26,825) TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT $ 262,952 $ 203,335
MONDEE HOLDINGS, INC. Condensed Consolidated Statements of Operations (In $ thousands, except stock and per share data) (unaudited) Year Ended December 31, 2022 2021 Revenues, net $ 159,354 $ 93,194 Operating expenses: Marketing expenses 96,910 54,611 Sales and other expenses, including non-employee stock-based compensation of $722 and $9 respectively 13,676 11,165 Personnel expenses, including stock-based compensation of $61,310 and $3,844 respectively 81,562 23,422 General and administrative expenses 9,103 7,455 Information technology expenses 4,824 4,058 Provision for doubtful accounts receivable and contract assets 561 1,874 Depreciation and amortization 11,494 12,861 Restructuring expense 1,663 — Total operating expenses 219,793 115,446 Loss from operations (60,439) (22,252) Other income (expense): Interest income 637 505 Interest expense (27,122) (23,683) Gain on extinguishment of PPP loan 2,009 5,868 Changes in fair value of warrant liability 597 — Other income (expense), net (1,725) 980 Total other expense, net (25,604) (16,330) Loss before income taxes $ (86,043) $ (38,582) Provision for income taxes (1,153) (323) Net loss $ (87,196) $ (38,905) Net loss attributable per share to common stockholders: Basic and diluted $ (1.26) $ (0.64) Weighted-average shares used to compute net loss attributable per share to common stockholders Basic and diluted 69,091,540 60,800,000 MONDEE HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (In $ thousands) (unaudited) Year Ended December 31, 2022 2021 Cash flows from operating activities Net loss $ (87,196) $ (38,905)
Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 11,494 12,861 Deferred taxes 138 184 Provision for doubtful accounts receivable and contract assets 561 1,874 Stock-based compensation 62,042 3,936 Amortization of loan origination fees 6,564 2,361 Payment in kind interest expense 9,518 14,582 Gain on forgiveness of PPP Loan (2,009) (5,868) Change in the estimated fair value of LBF earn-out considerations and warrant liability (489) 265 Changes in operating assets and liabilities Accounts receivable (13,412) (6,697) Contract assets (4,843) 485 Prepaid expenses and other current assets (17,065) 23 Operating lease right-of-use assets (94) — Other non-current assets (751) (757) Amounts payable to related parties (716) (358) Accounts payable 29,373 2,115 Accrued expenses and other current liabilities (1,688) (1,384) Deferred revenue (2,652) (2,666) Operating lease liabilities 133 — Other long term liabilities (74) 2,276 Net cash used in operating activities (11,166) (15,673) Cash flows from investing activities Capital expenditure (7,345) (4,022) Purchase of restricted short term investments (155) — Sale of restricted short term investments — 910 Net cash used in investing activities (7,500) (3,112) Cash flows from financing activities Repayments of long-term debt (45,040) (638) Loan origination fees for long-term debt — (75) Proceeds from PPP and other government loans — 3,790 Proceeds from issuance of redeemable preferred stock 85,000 — Issuance cost from preferred stock (1,418) — Proceeds from exercise of common stock warrants 1,368 — Proceeds from Business Combination and issuance of PIPE shares 78,548 — Payment of offering costs (23,452) — Payment made on behalf of Mondee Holdings LLC (5,241) — Repayment of Short Term Debt (298) — LBF Thai Loan (9) — Repurchase of public warrants (6,995) — Home Loan Forgiveness 23 — Net cash provided by financing activities 82,486 3,077 Effect of exchange rate changes on cash, cash equivalents and restricted cash (358) (311) Net increase (decrease) in cash, cash equivalents and restricted cash 63,462 (16,019) Cash, cash equivalents and restricted cash at beginning of period 15,506 31,525 Cash, cash equivalents and restricted cash at end of period $ 78,968 $ 15,506
MONDEE HOLDINGS, INC. GAAP to Non-GAAP Reconciliations (In thousands) (unaudited) ADJUSTED EBITDA RECONCILIATION 4Q21 FY21 4Q22 FY22 Net income (Loss) (9,208) (38,905) (13,484) (87,196) Interest expense (net) 6,131 23,178 6,787 26,485 Stock-based comp exp 92 3,936 6,643 62,033 Depreciation & amortization 3,089 12,861 2,945 11,494 Restructuring expense — — (467) 1,663 Changes in fair value of Warrant liability — — 86 (597) One-time Legal Expense — — 980 980 Income tax provision 88 323 542 1,153 Gain on forgiveness of PPP loan (1,576) (5,868) — (2,009) Other expenses (income), net (143) (980) 1,409 1,725 Adjusted EBITDA (1,527) (5,455) 5,441 15,731 Adjusted EBITDA margin (4.6)% (5.9)% 13.7% 9.9% ADJUSTED NET INCOME RECONCILIATION 4Q21 FY21 4Q22 FY22 Net Income (loss) (9,208) (38,905) (13,484) (87,196) Stock-based comp exp 92 3,936 6,643 62,033 Amortization - intangibles 1,756 7,882 1,586 6,338 Income tax provision 88 323 542 1,153 One-time expenses 420 (2,244) 486 (354) Adjusted Net Income (Loss) (6,852) (29,008) (4,227) (18,026) ADJUSTED EPS RECONCILIATION 4Q21 FY21 4Q22 FY22 Net Income (loss) (9,208) (38,905) (13,484) (87,196) Common shares outstanding 60,800 60,800 82,266 69,092 GAAP EPS $(0.15) $(0.64) $(0.16) $(1.26) Adjusted Net Income (Loss) (6,852) (29,008) (4,227) (18,026) Diluted shares outstanding 94,600 94,600 83,866 91,917 Adjusted EPS $(0.07) $(0.31) $(0.05) $(0.20) For Further Information, Contact: Public Relations [email protected] Investor Relations [email protected]