- 1Q22 Net
Revenue Increased 179% Year-Over-Year on 100% Organic Growth
- - Upsized PIPE
Commitment by $20 Million to $70 Million -
Mondee Inc. (“Mondee” or the “Company”), the
high-growth, travel technology company and marketplace, with a
portfolio of globally recognized platforms and brands in the
leisure and corporate travel sectors, today announced financial
results for the first quarter ended March 31, 2022. Mondee has
entered into a definitive business combination agreement with ITHAX
Acquisition Corp. (Nasdaq: ITHX) (“ITHAX”) that is expected
to result in Mondee becoming a publicly listed company on Nasdaq
under the ticker symbol “MOND”.
First Quarter 2022 Financial Results
- Gross revenue of $469 million was up 205% year-over-year as
compared to $154 million in the first quarter of 2021
(“1Q21”).
- Net revenue of $38 million was up 179% year-over-year as
compared to $13 million in 1Q21.
- Net Loss was $7 million, an improvement of $5 million as
compared to a 1Q21 Net Loss of $12 million, even after enhanced
marketing costs to acquire lifetime customers and increase market
share at this opportune inflection point of post-pandemic
recovery.
- Positive Adjusted EBITDA was $2 million, despite January and
February negative impact of COVID-19 Omicron variant, an
improvement of $6 million as compared to a 1Q21 Adjusted EBITDA
loss of $4 million.
“We are very excited about the trajectory of our results as we
continue the momentum from the back half of 2021,” said Prasad
Gundumogula, Founder and Chief Executive Officer of Mondee. “The
Mondee Marketplace made significant progress, buoyed not only by
the post-pandemic travel recovery, but also by our unique
traveltech ecosystem, causing us to regain the vigorous tempo of
our pre-pandemic organic growth. After a strong rebound in domestic
travel, we believe that we are finally seeing positive momentum in
international travel, which is translating to higher transaction
tickets with better margins.”
Mr. Gundumogula continued: “Our customers and travelers have
been early adopters of our recent fintech, martech, insurtech, and
other ancillary offerings, driving the almost three-fold organic
increase in our year-over-year net revenue. In addition, during the
first quarter we worked on strategic partnerships with a view to
significantly expand customer access to our marquee
subscription-based platform, TripPlanet. We believe that our strong
results and the pace of travel recovery have attracted
industry-leading investors to our shareholder base, as evidenced by
the upsize of our all $70 million all-equity PIPE by an incremental
$20 million.”
Dan Figenshu, Chief Financial Officer of Mondee, said: “While at
the beginning of the first quarter we faced travel headwinds from
the COVID-19 Omicron variant, we continued our overall robust
financial recovery due to a much stronger second half, with the
positive momentum expected to continue into the rest of the year.
During the first quarter, we returned to Adjusted EBITDA
profitability and generated positive cash flow from operations. Our
organic revenue growth drove these results, even before we commence
our planned M&A strategy to be funded by the proceeds from the
business combination and the PIPE. We believe that the strong first
quarter reaffirms confidence in our full year 2022
projections.”
Financial Summary and Operating Results
For the year ended December
31,
Year-Over-Year Δ
1Q22 Actual
1Q21 Actual
$
%
Transactions
462,931
252,706
210,225
83.2%
Revenue, Gross
469.3
153.7
$315.6
205.3%
Revenue, Net
37.7
13.5
$24.2
179.3%
Net Loss
(7.0)
(12.4)
$5.4
43.5%
Adj. EBITDA
2.2
(3.6)
$5.8
161.1%
(in
millions $, except transactions and percentages)
Recent Transactions / Business Highlights
- Announced an upsizing of its PIPE on April 25, 2022. Two
leading financial investors have agreed to collectively subscribe
for an additional $20 million all-equity PIPE from ITHAX at $10 per
share through an investment vehicle, which increases the aggregate
gross proceeds to the combined company from the PIPE transactions
from $50 million to $70 million.
- Continued to expand its targeted closed group networks with a
strategic alliance with Arthur J. Gallagher, providing the company
access to more than 287,000 business and organizations. Mondee will
work closely with the Allied Business Network, a membership-based
small business benefits provider, part of the Gallagher Network,
which includes Gallagher Affinity, the program administrator and
benefits provider for over 1,000 national associations and affinity
groups and 20 million members.
- Focused on increasing the number of users that have access to
its subscription products such as TripPlanet and Unpub, currently
exceeding access to 10 million users, up from the 4 million on
December 20, 2021, at the time of the business combination
announcement.
Financial Statements
- To view the Company’s financial statements of operations as of
March 31, 2022, review ITHAX Acquisition Corp.’s Amendment No. 2 to
Form S-4 (File No. 333- 263727) filed with the SEC on May 20,
2022.
About Mondee Inc.: Mondee Inc. is a group of leading
travel technology, service, and content companies driving
disruptive innovative change in the leisure and corporate travel
markets. They deliver a revolutionary technology platform of SaaS,
mobile, and cloud products and services to a global customer base,
processing over 50 million daily searches and multi-billion dollars
of transactional volume yearly. Founded in 2011, Mondee is
headquartered in Silicon Valley, California, with 17 offices in USA
and Canada, and operations in India, Thailand, and Ireland. On
December 20, 2021, Mondee entered into a definitive business
combination agreement with ITHAX Acquisition Corp. (Nasdaq: ITHX)
that is expect to result in Mondee becoming a publicly listed
company on Nasdaq under the ticker symbol “MOND”. For more
information, please visit https://www.mondee.com.
About ITHAX Acquisition Corp: ITHAX Acquisition Corp., a
Cayman Islands exempted company (NASDAQ: ITHX), is a blank check
company formed by the founder of Ithaca Capital Partners (“Ithaca”)
and the principals of AXIA Ventures Group Limited (“AXIA”). Ithaca
is a real estate investment manager with focus on deep-value
hospitality investments in the United States, Latin America and
Caribbean. AXIA is a leading, independent, privately-owned
investment bank founded in 2008 that provides services in more than
20 countries through its offices in New York, London, Milan,
Athens, Nicosia and Cyprus. For more information, please visit
https://ithaxacquisitioncorp.com.
Forward-Looking Statements: Certain statements in this
Document may be considered “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact
included herein, regarding the proposed business combination
between ITHAX Acquisition Corp., an exempted company incorporated
in the Cayman Islands with limited liability under company number
366718 (“ITHAX”) and Mondee Holdings II, Inc., a Delaware
corporation (“Mondee”), ITHAX’s and Mondee’s ability to
consummate the transaction, the expected closing date for the
transaction, the benefits of the transaction and the public
company’s future financial performance following the transaction,
as well as ITHAX’s and Mondee’s strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management are forward
looking statements. When used herein, including any oral statements
made in connection herewith, the words “anticipates,”
“approximately,” “believes,” “continues,” “could,” “estimates,”
“expects,” “forecast,” “future, ” “intends,” “may,” “outlook,”
“plans,” “potential,” “predicts,” “propose,” “should,” “seeks,”
“will,” or the negative of such terms and other similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words. 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 both ITHAX and its
management, and Mondee and its management, as the case may be, are
inherently uncertain. Except as otherwise required by applicable
law, ITHAX disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. ITHAX 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 ITHAX.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination; (2) the
outcome of any legal proceedings that may be instituted against
ITHAX, Mondee, the combined company or others following the
announcement of the business combination and any definitive
agreements with respect thereto; (3) the inability to complete the
business combination due to the failure to obtain approval of the
shareholders of ITHAX, to obtain financing to complete the business
combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (5) the ability to meet stock exchange
listing standards following the consummation of the business
combination; (6) the risk that the business combination disrupts
current plans and operations of ITHAX or Mondee as a result of the
announcement and consummation of the business combination; (7) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the business combination; (9) changes in applicable laws
or regulations and delays in obtaining, adverse conditions
contained in, or the inability to obtain regulatory approvals
required to complete the business combination; (10) the possibility
that ITHAX, Mondee or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(11) the impact of COVID-19 on the combined company’s business
and/or the ability of the parties to complete the proposed business
combination; (12) Mondee’s estimates of expenses and profitability
and underlying assumptions with respect to stockholder redemptions
and purchase price and other adjustments; (13) adverse changes in
general market conditions for travel services, including the
effects of macroeconomic conditions, terrorist attacks, natural
disasters, health concerns, civil or political unrest or other
events outside the control of the parties; (14) significant
fluctuations in the combined company’s operating results and rates
of growth; (15) dependency on the combined company’s relationships
with travel agencies, travel management companies and other travel
businesses and third parties; (16) payment-related risks; (17) the
combined company’s failure to quickly identify and adapt to
changing industry conditions, trends or technological developments;
(18) unlawful or fraudulent activities in the combined company’s
operations; (19) any significant IT systems-related failures,
interruptions or security breaches or any undetected errors or
design faults in IT systems of the combined company; (20) exchange
rate fluctuations; and (21) other risks and uncertainties set forth
in the section entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements and Risk Factor Summary” in
ITHAX’s final prospectus relating to its initial public offering
dated February 1, 2021 and in subsequent filings with the U.S.
Securities and Exchange Commission (the “SEC”), including
the registration statement on Form S-4 relating to the business
combination that ITHAX filed with the SEC on March 21, 2022, as
amended by that Amendment No. 1 to Form S-4, filed with the SEC on
April 16, 2022, and that Amendment No. 2 to Form S-4, filed with
the SEC on May 20, 2022, which includes a prospectus/proxy
statement of ITHAX. There may be additional risks that neither
ITHAX nor Mondee presently know of or that ITHAX or Mondee
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements.
Nothing in this communication 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. Author and any of
their affiliates, directors, officers and employees expressly
disclaim 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.
No Offer or Solicitation This communication is for
informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed business combination or otherwise, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Important Information for Investors and Shareholders This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
In connection with the proposed business combination, ITHAX
filed a registration statement on Form S-4 with the SEC on March
21, 2022, as amended by that Amendment No. 1 to Form S-4, filed
with the SEC on April 16, 2022, and that Amendment No. 2 to Form
S-4, filed with the SEC on May 20, 2022, which includes a
prospectus/proxy statement of ITHAX. ITHAX also plans to submit or
file other documents with the SEC regarding the proposed
transaction. After the registration statement has been declared
effective by the SEC, a definitive proxy statement/prospectus will
be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS
OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL
BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders
will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important
information about Mondee and ITHAX once such documents are filed
with the SEC, through the website maintained by the SEC at
http://www.sec.gov.
Additional Information about the Business Combination and
Where to Find It: Additional information about the proposed
business combination, including a copy of the business combination
agreement and investor presentation, was disclosed in a Current
Report on Form 8-K that ITHAX filed with the SEC on December 20,
2021 and is available at www.sec.gov. In connection with the
proposed business combination, ITHAX filed a registration statement
on Form S-4 with the SEC on March 21, 2022, as amended by that
Amendment No. 1 to Form S-4, filed with the SEC on April 16, 2022,
and that Amendment No. 2 to Form S-4, filed with the SEC on May 20,
2022, which includes a prospectus/proxy statement of ITHAX.
Additionally, ITHAX will file other relevant materials with the SEC
in connection with the proposed business combination of ITHAX with
Mondee. The materials to be filed by ITHAX with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
Investors and security holders of ITHAX are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed business combination because they will
contain important information about the business combination and
the parties to the business combination.
Participants in Solicitation: ITHAX, Mondee, and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of ITHAX in connection with the proposed transaction. Information
about the directors and executive officers of ITHAX is disclosed in
ITHAX’s initial public offering prospectus, which was filed with
the SEC on February 1, 2021. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220520005070/en/
For Mondee:
Media MondeePR@ICRinc.com
Investor Relations MondeeIR@ICRinc.com
For ITHAX:
Investor Relations info@ithaxacquisitioncorp.com
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