Financial Data and Key Metrics - Revenue grew 29% year-over-year to $161 million in Q3 2023, driven by a 33% increase in bookable nights and a 31% increase in live units [30][45] - Free cash flow improved significantly, reaching negative $16 million in Q3 2023 compared to negative $39 million in Q3 2022, with free cash flow margin improving from negative 31% to negative 10% [22][45] - Occupancy remained strong at 83%, slightly down from 84% in Q3 2022, despite significant growth in bookable nights [30] - Property level costs grew by 19%, while non-property level operating expenses decreased by 14% year-over-year [31] Business Line Performance - Hotel product RevPAR grew 8% year-over-year, while apartment product RevPAR grew only 1%, reflecting market trends favoring hotels over alternative accommodations [18] - Hotels now make up 40% of total live units, up from 30% a year ago, with hotel properties having lower RevPAR but also lower rent and property level expenses compared to apartment-style properties [46] - New properties (live for less than a year) had average RevPAR approximately 30% lower than mature units, primarily due to a greater reliance on B2B sales [19] Market Performance - Europe and the Middle East saw strong demand, with comparable properties RevPAR growing 14% year-over-year, while North American RevPAR remained flat [26] - North American properties faced challenges, particularly in Mexico City, where properties make up over 10% of the cohort of units that went live in the last year [19] Strategic Direction and Industry Competition - The company is focused on converting contracted units into live units, with a backlog of contracted units representing nearly 50% of the live unit count, supporting sustainable positive free cash flow [20] - A portfolio optimization program is underway to improve the economics of underperforming properties, with early signs of success in reducing costs and improving profitability [4][28] - The company is investing in local sales teams and corporate sales efforts, which are expected to bolster RevPAR in urban markets, particularly during weekdays [47] Management Commentary on Operating Environment and Future Outlook - Management remains focused on achieving sustainable positive free cash flow as soon as possible, with continued improvements in cost structure and operating leverage [31][45] - The company is optimistic about the trajectory of improvements but acknowledges uncertainties around the impact of the portfolio optimization program on revenue and free cash flow in the short term [33] - For Q4 2023, the company expects revenue between $165 million and $175 million and free cash flow between negative $39 million and negative $29 million [52] Other Important Information - The company has reduced its corporate workforce by over 30% since going public in early 2022 and continues to identify non-property level cost savings [4] - New additions to the leadership team include Tom Buoy and Simon Turner to the Board, Adam Bowen as Chief Accounting Officer, Katie Potter as General Counsel, and Chad Fletcher as Vice President of Sales [21] Q&A Session Summary Question: Gross margins came in lower than expected. What were the main drivers, and how do you see margins trending? - The lower gross margins were primarily driven by RevPAR coming in slightly below expectations, with revenue results at the low end of the range. The company continues to focus on cost reduction and improving RevPAR to sustain gross margins [53][35] Question: How should we think about the total portfolio versus live units, and what is the outlook for the balance sheet? - The company is focused on converting contracted units into live units, with nearly 50% embedded growth expected in the next couple of years. The balance sheet remains healthy, with a strong cash cushion and sustained progress on free cash flow [36][37][38] Question: Can you provide an update on RevPAR initiatives and revenue management technology? - The company is making changes to its pricing strategy, focusing on building a base of occupancy earlier in the booking window to drive higher ADR and RevPAR. Technology improvements are also being implemented to optimize pricing trajectories [39][60]

PART I - FINANCIAL INFORMATION Overview of the company's financial statements, management's discussion, market risk, and internal controls [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents Sonder's unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1.72 billion**, liabilities grew to **$1.91 billion**, and cash decreased to **$166.0 million**, widening the stockholders' deficit | Account | Sep 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash and cash equivalents | $166,045 | $246,624 | ($80,579) | | Total current assets | $233,258 | $312,930 | ($79,672) | | Operating lease ROU assets | $1,439,572 | $1,209,486 | $230,086 | | **Total assets** | **$1,716,337** | **$1,573,612** | **$142,725** | | **Liabilities & Stockholders' Deficit** | | | | | Total current liabilities | $329,266 | $250,641 | $78,625 | | Non-current operating lease liabilities | $1,382,693 | $1,166,538 | $216,155 | | Long-term debt, net | $196,398 | $172,950 | $23,448 | | **Total liabilities** | **$1,909,025** | **$1,593,559** | **$315,466** | | **Total stockholders' deficit** | **($192,688)** | **($19,947)** | **($172,741)** | - A **1-for-20 reverse stock split** became effective on September 20, 2023, and prior period balances have been adjusted to reflect this change[16](index=16&type=chunk)[43](index=43&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q3 2023 revenue grew **29.2%** to **$160.9 million**, with net loss improving to **$64.3 million**, while the nine-month net loss widened to **$196.0 million** | Metric (in thousands, except per share) | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $160,896 | $124,526 | $439,037 | $326,314 | | Loss from operations | ($56,930) | ($61,268) | ($183,685) | ($224,712) | | Net loss | ($64,276) | ($73,689) | ($196,034) | ($108,392) | | Basic and diluted net loss per common share | ($5.86) | ($6.83) | ($17.97) | ($10.70) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$74.0 million**, while financing activities provided minimal cash, leading to an **$82.0 million** decrease in cash | Cash Flow Activity (in thousands) | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($74,038) | ($124,092) | | Net cash used in investing activities | ($12,105) | ($26,089) | | Net cash provided by financing activities | $2,758 | $400,555 | | **Net change in cash, cash equivalents, and restricted cash** | **($81,953)** | **$248,514** | [Notes to the Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail a **1-for-20 reverse stock split**, revenue disaggregation, debt, lease obligations, restructuring charges, and ongoing legal matters - On September 19, 2023, the company filed for a **1-for-20 reverse stock split** of its common stock, which became effective on September 20, 2023. All share and per-share data have been retroactively adjusted[43](index=43&type=chunk)[98](index=98&type=chunk) | Revenue Source (in thousands) | Nine months ended Sep 30, 2023 | Nine months ended Sep 30, 2022 | | :--- | :--- | :--- | | Direct revenue | $210,444 | $149,010 | | Indirect revenue | $228,593 | $177,304 | | **Total revenue** | **$439,037** | **$326,314** | - The company is undertaking a **portfolio optimization program** to renegotiate leases at underperforming properties, which may result in contract modifications, terminations, and potential material expenses[136](index=136&type=chunk) - Restructuring charges of **$2.1 million** were incurred in the first nine months of 2023 due to a **14% reduction** in the corporate workforce, following a **$4.0 million** charge in 2022 for a previous restructuring[148](index=148&type=chunk)[149](index=149&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's **'Cash Flow Positive Plan,'** focusing on revenue growth, improved free cash flow, and liquidity position - The company's primary focus is its **'Cash Flow Positive Plan,'** aiming to achieve sustainable positive **Free Cash Flow (FCF)** without additional fundraising. **FCF improved by $62.7 million** for the nine months ended Sep 30, 2023, compared to the same period in 2022[161](index=161&type=chunk) | Key Metric | Q3 2023 | Q3 2022 | Change | 9 Months 2023 | 9 Months 2022 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Live Units (End of Period) | 11,800 | 9,000 | +31.1% | 11,800 | 9,000 | +31.1% | | Bookable Nights | 1,048,000 | 786,000 | +33.3% | 2,904,000 | 2,200,000 | +32.0% | | RevPAR | $153 | $158 | -3.2% | $151 | $148 | +2.0% | | ADR | $185 | $189 | -2.1% | $185 | $185 | 0.0% | | Occupancy Rate | 82.8% | 84.0% | -1.2 p.p. | 81.9% | 80.0% | +1.9 p.p. | - Revenue for Q3 2023 increased by **29.2% to $160.9 million**, primarily due to a **31.1% increase in Live Units** and a **31.3% increase in Occupied Nights**[188](index=188&type=chunk) - The company believes its existing cash of **$166.0 million** is sufficient to fund operations and debt obligations for at least the next 12 months, given significant reductions in cash burn[239](index=239&type=chunk)[241](index=241&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in the company's market risk from previously provided information in its Annual Report on Form 10-K - There have been **no material changes** in the company's market risk since the fiscal year ended December 31, 2022[260](index=260&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were **not effective** due to material weaknesses in internal control over financial reporting - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were **not effective** as of the end of the period[261](index=261&type=chunk) - **Material weaknesses** related to the process for recording lease agreements, control activities, and the control environment, as disclosed in the 2022 Form 10-K, still existed as of September 30, 2023[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk) - A remediation plan is underway, including process improvements and additional training, but the controls have **not operated for a sufficient period** to be considered effective[265](index=265&type=chunk)[266](index=266&type=chunk) PART II - OTHER INFORMATION Details on legal proceedings, risk factors, equity sales, defaults, mine safety, and other disclosures [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a legal dispute over withheld rent and a previously filed class action lawsuit was dismissed - Sonder is in a legal dispute with the landlord of its 20 Broad Street, NY property regarding withheld rent payments. On October 13, 2023, a court granted **summary judgment on liability against Sonder**, which filed a notice of appeal on November 13, 2023[271](index=271&type=chunk) - A class action lawsuit filed against the company in August 2023 concerning a November 2022 data security incident was **voluntarily dismissed with prejudice** by the plaintiff on October 30, 2023[272](index=272&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors, including achieving positive free cash flow and maintaining Nasdaq listing - There have been **no material changes** to the risk factors disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022[274](index=274&type=chunk) - Key risks highlighted include: - Potential failure to achieve positive, sustainable **Free Cash Flow** without additional fundraising - Negative effects from inflation and other macroeconomic factors - Inability to negotiate satisfactory leases for new properties or renew existing ones - Potential failure to maintain compliance with Nasdaq's minimum bid price rule[276](index=276&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities were reported - **None**[278](index=278&type=chunk) [Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - **None**[279](index=279&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[280](index=280&type=chunk) [Other Information](index=53&type=section&id=Item%205.%20Other%20Information) No directors or Section 16 officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - **No directors or Section 16 officers** adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended September 30, 2023[281](index=281&type=chunk) [Exhibits](index=54&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including certifications and XBRL data files - A list of exhibits filed with the report is provided, including **officer certifications** and **interactive data files**[283](index=283&type=chunk)[284](index=284&type=chunk)

Sonder Holdings Inc. (NASDAQ:SOND) Q2 2023 Earnings Conference Call August 9, 2023 5:00 PM ET Company Participants Chris Berry – Senior Vice President and Chief Accounting Officer Francis Davidson – Co-Founder and CEO Dom Bourgault – Chief Financial Officer Conference Call Participants Jake Hallac – Citi Operator Good day and thank you for standing by. Welcome to the Sonder Holdings Second Quarter 2023 Earnings Call. At this time all participants are in a listen-only mode. After the speakers' presentation, ...

27 7 5 7 ﺏ ﻻ 2 3 4 Note: Transient demand is defined as _____. | --- | --- | --- | --- | |--------------|-------|-------|-------| | | | | | | Sonder | | | | | | | | | | Investor | | | | | Presentation | | | | | August 2023 | | | | | | | | | Sonder V Palm Springs, Palm Springs Our Mission 2 Sonder Paseo de Gracia, Barcelona 4 Sonder is building the future of hospitality… Big box chains Introduced brands to consumers Tomorrow Leveraging technology and design across the entire value chain to create a 21st cent ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 001-39907 ___________________________________ SONDER HOLDINGS INC. ___________________ ...

Sonder Holdings Inc. (NASDAQ:SOND) Q1 2023 Earnings Conference Call May 10, 2023 5:00 PM ET Company Participants Jon Charbonneau - Vice President & Head, Investor Relations Francis Davidson - Co-Founder & Chief Executive Officer Dom Bourgault - Chief Financial Officer Conference Call Participants Nick Jones - JMP Securities Jed Kelly - Oppenheimer Operator Good day and thank you for standing by and welcome to the Sonder First Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mo ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion for Q1 2023 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Sonder Holdings Inc. for Q1 2023 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased, driven by reduced cash, while liabilities increased, expanding the stockholders' deficit Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $217,968 | $246,624 | | Total current assets | $271,230 | $312,930 | | Operating lease ROU assets | $1,201,007 | $1,209,486 | | **Total assets** | **$1,521,460** | **$1,573,612** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $279,666 | $250,641 | | Non-current operating lease liabilities | $1,156,913 | $1,166,538 | | **Total liabilities** | **$1,618,287** | **$1,593,559** | | **Total stockholders' deficit** | **($96,827)** | **($19,947)** | [Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue increased 50% to $120.7 million, but a net loss of $86.4 million was reported due to fair value adjustments Statement of Operations Highlights (in thousands) | Income Statement Item | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Revenue | $120,738 | $80,466 | | Total costs and operating expenses | $205,481 | $176,230 | | Loss from operations | ($84,743) | ($95,764) | | Net (loss) income | ($86,431) | $10,963 | | Basic net (loss) income per common share | ($0.39) | $0.05 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved, but overall cash decreased by $42.8 million during the quarter Cash Flow Highlights (in thousands) | Cash Flow Item | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($35,492) | ($50,693) | | Net cash used in investing activities | ($7,478) | ($11,616) | | Net cash provided by financing activities | $8 | $399,726 | | Net change in cash, cash equivalents, and restricted cash | ($42,782) | $337,090 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, revenue recognition, fair value measurements, debt, leases, equity, and restructuring Disaggregated Revenue (in thousands) | Revenue Source | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Direct revenue | $58,339 | $31,934 | | Indirect revenue | $62,399 | $48,532 | | **Total revenue** | **$120,738** | **$80,466** | - In March 2023, the company announced a restructuring affecting approximately **14.0% of its corporate workforce**, incurring **$2.1 million** in one-time costs[142](index=142&type=chunk) - The company is involved in litigation with a landlord at the Broad Street Property in New York over Legionella bacteria contamination, with the landlord seeking at least **$3.9 million** in damages. The company has accrued **$6.8 million** for legal contingencies as of March 31, 2023[125](index=125&type=chunk)[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses performance, strategic initiatives, and financial condition, including the 'Cash Flow Positive Plan' and non-GAAP measures [Key Business Metrics](index=31&type=section&id=Key%20Business%20Metrics) Key performance metrics showed strong year-over-year growth, with Live Units up 35.1% and RevPAR increasing 14.5% Key Metrics Comparison | Metric | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | Live Units (End of Period) | 10,400 | 7,700 | 35.1% | | Bookable Nights | 898,000 | 689,000 | 30.3% | | RevPAR | $134 | $117 | 14.5% | | ADR | $167 | $160 | 4.4% | | Occupancy Rate | 80.4% | 73.1% | 10.0% | [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Revenue increased 50% to $120.7 million, while operating expenses grew slower, reducing the operating loss to $84.7 million - Revenue increased by **$40.3 million (50.0%) YoY**, primarily due to a **14.5% increase in RevPAR** and a **35.1% increase in Live Units**[177](index=177&type=chunk) - Cost of revenue increased by **24.5% YoY**, a slower pace than revenue growth, driven by higher rent and cleaning expenses from the increased number of Live Units[179](index=179&type=chunk)[180](index=180&type=chunk) - General and administrative expenses decreased by **11.5% YoY**, mainly due to lower non-recurring legal and professional fees related to becoming a public company in 2022[179](index=179&type=chunk)[184](index=184&type=chunk) - Sales and marketing expenses increased by **67.4% YoY**, driven by higher channel transaction fees from increased bookings through OTAs[179](index=179&type=chunk)[189](index=189&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP measures show improved Free Cash Flow to -$41.4 million, while Cash Contribution Margin slightly declined to 12.5% Free Cash Flow (FCF) Reconciliation (in thousands) | FCF Component | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Cash used in operating activities | ($35,492) | ($50,693) | | Cash used in investing activities | ($7,478) | ($11,616) | | **FCF, excluding restructuring costs** | **($41,373)** | **($62,309)** | Cash Contribution Margin (CCM) Calculation | CCM Component | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--- | :--- | :--- | | Cash contribution (in thousands) | $15,037 | $10,413 | | Revenue (in thousands) | $120,738 | $80,466 | | **CCM** | **12.5%** | **12.9%** | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company had $218.0 million in cash, deemed sufficient for 12 months, with significant debt and lease obligations - The company had a cash balance of **$218.0 million** (excluding restricted cash) as of March 31, 2023[213](index=213&type=chunk) - Management believes existing cash is sufficient to fund operations for at least the next 12 months, citing reduced cash burn[215](index=215&type=chunk) - As of March 31, 2023, the company had off-balance sheet arrangements including **$37.8 million** in outstanding surety bonds and **$40.7 million** in irrevocable standby letters of credit[225](index=225&type=chunk)[227](index=227&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk were reported since the last annual report - There have been no material changes in market risk since the last annual report[234](index=234&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were not effective due to material weaknesses in lease accounting and the control environment - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2023[236](index=236&type=chunk) - A material weakness related to the process of capturing and recording lease agreements timely and accurately persists due to inadequate resources with the necessary technical expertise[238](index=238&type=chunk) - A broader material weakness exists in the overall control environment, including deficiencies in formal policies and procedures and insufficient personnel to support internal control objectives[239](index=239&type=chunk) [PART II - OTHER INFORMATION](index=44&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, and other disclosures not covered in financial statements [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a legal dispute with a landlord over alleged Legionella contamination, with damages sought - Sonder is in a legal dispute with the landlord of the Broad Street Property in New York regarding Legionella bacteria contamination. The landlord seeks no less than **$3.9 million** in damages, and Sonder has filed counterclaims[246](index=246&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks including failure to achieve positive free cash flow, regulatory challenges, and stock price volatility [Risks Related to Our Business and Industry](index=46&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Risks include failure to achieve positive FCF, sensitivity to economic downturns, competition, and data security breaches - The company's 'Cash Flow Positive Plan' may not succeed in achieving **positive FCF** without additional fundraising, and restructuring efforts could adversely affect the business[253](index=253&type=chunk) - The business is highly sensitive to trends in travel, hospitality, and real estate markets, as well as general economic conditions like inflation and recession, which could materially affect revenue and operating results[257](index=257&type=chunk) - The company has a history of net losses, with an accumulated deficit of **$1.1 billion** as of March 31, 2023, and may not achieve or maintain profitability in the future[270](index=270&type=chunk) - A security incident in November 2022 involved unauthorized access to a cloud-hosted account containing guest data, highlighting risks related to data processing and security breaches[356](index=356&type=chunk) [Risks Related to Government Regulation](index=75&type=section&id=Risks%20Related%20to%20Government%20Regulation) Risks include evolving short-term rental laws, data privacy compliance costs, and public company regulatory burdens - The company is subject to evolving short-term rental regulations in various jurisdictions, which could limit operations, increase compliance costs, or require changes to the business model[399](index=399&type=chunk)[400](index=400&type=chunk) - Compliance with numerous data privacy laws (e.g., EU/UK GDPR, CCPA/CPRA) is complex and costly. Failure to comply could result in significant fines, litigation, and reputational harm[409](index=409&type=chunk)[410](index=410&type=chunk)[411](index=411&type=chunk) - As a public company, Sonder incurs substantial legal, accounting, and other compliance costs, and its management team has limited experience managing a public company, which could divert attention from core business operations[405](index=405&type=chunk)[406](index=406&type=chunk) [Risks Related to Indebtedness and Liquidity](index=80&type=section&id=Risks%20Related%20to%20Indebtedness%20and%20Liquidity) Risks include the need for additional capital and restrictive covenants in existing debt agreements limiting flexibility - The company may require additional capital to support growth, and if it cannot be secured on favorable terms, its ability to execute its business plan could be limited[422](index=422&type=chunk) - As of March 31, 2023, the company had **$189.6 million** in debt. The debt agreements contain financial covenants (e.g., minimum EBITDA, minimum liquidity) and other restrictions that may limit operational flexibility[423](index=423&type=chunk)[424](index=424&type=chunk) [Risks Related to Ownership of Our Securities](index=81&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Securities) Risks include potential Nasdaq delisting due to low bid price, stock price volatility, and warrant expiration - On April 21, 2023, Sonder received a notice from Nasdaq for non-compliance with the **minimum $1.00 bid price rule**. Failure to regain compliance by October 18, 2023, could lead to delisting[426](index=426&type=chunk)[427](index=427&type=chunk) - The market price of the company's common stock and warrants is volatile and could decline significantly due to various factors, including performance, analyst reports, and market conditions[432](index=432&type=chunk) - The public warrants have an exercise price of **$11.50 per share** and may expire worthless if the stock price does not exceed this level[438](index=438&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=85&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - None[446](index=446&type=chunk) [Item 3. Defaults Upon Senior Securities](index=85&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[447](index=447&type=chunk) [Item 4. Mine Safety Disclosures](index=85&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[448](index=448&type=chunk) [Item 5. Other Information](index=85&type=section&id=Item%205.%20Other%20Information) No other material information was reported for the period - None[449](index=449&type=chunk) [Item 6. Exhibits](index=86&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including management contracts and certifications

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-K ___________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 001-39907 ___________________ ...

Sonder Holdings Inc. (NASDAQ:SOND) Q4 2022 Earnings Conference Call March 1, 2023 5:00 PM ET Company Participants Jon Charbonneau - Vice President & Head, Investor Relations Francis Davidson - Co-Founder & Chief Executive Officer Chris Berry - Chief Accounting Officer Conference Call Participants Jed Kelly - Oppenheimer & Company Nick Jones - JMP Securities Ron Josey - Citi Operator Good day and thank you for standing by, and welcome to Sonder's Fourth Quarter 2022 Financial Results. At this time, all parti ...

Sonder Holdings, Inc. (NASDAQ:SOND) Q3 2022 Earnings Conference Call November 9, 2022 5:00 PM ET Company Participants Jon Charbonneau - Vice President of Investor Relations Francis Davidson - Co-Founder & Chief Executive Officer Sanjay Banker - President & Chief Financial Officer Conference Call Participants Jed Kelly - Oppenheimer & Company Nick Jones - JMP Securities Operator Good day and thank you for standing by and welcome to Sonder Holdings, Inc. Third Quarter 2022 Earnings Call. [Operator Instruction ...