Sonder(SOND) - 2023 Q4 - Annual Report

Explanatory Note The company restated prior financial statements due to material weaknesses and errors in valuing right-of-use lease assets, including corrections for previously identified immaterial items - On March 14, 2024, the Audit Committee determined that the audited consolidated financial statements for the year ended December 31, 2022, and the unaudited statements for quarterly reports in 2023 should no longer be relied upon[16] - The restatement was necessary due to errors in the processes surrounding the assessment of valuation and impairment of right-of-use (ROU) lease assets, leading to a material weakness in internal controls[17] - This 10-K report includes restated financial information for the years ended December 31, 2022 and 2021, as well as for the quarterly periods in 2022 and 2023, superseding previously filed reports for those periods[18][21] PART I Business Sonder, a global hospitality brand, manages design-forward properties via a tech-enabled platform, recently entering a Marriott licensing agreement and optimizing its portfolio while facing substantial doubt about its going concern ability - Sonder's business model involves leasing properties, applying its design and technology, and making them available for booking through its app, website, or indirect channels like Airbnb and Expedia[22] Portfolio Snapshot (as of Dec 31, 2023) | Metric | Value | | :--- | :--- | | Live Units | >12,200 | | Contracted Units | >3,700 | | Cities | 44 | | Countries | 10 | - In November 2023, Sonder initiated a portfolio optimization program, resulting in agreements to exit or reduce rent for approximately 105 buildings (4,300 units) as of June 10, 2024, to mitigate losses from underperforming properties[30] - In August 2024, Sonder entered into a strategic licensing agreement with Marriott International, where its properties are expected to join the Marriott system under the new "Sonder by Marriott Bonvoy" collection[35] - Management has concluded there is substantial doubt about the company's ability to continue as a going concern for at least one year, citing a history of net losses and negative operating cash flows[63][64] Risk Factors The company faces significant risks including going concern doubt, persistent net losses, challenges in realizing Marriott agreement benefits, fixed-cost lease management, intense competition, regulatory hurdles, reliance on third-party channels, and material weaknesses in internal controls - There is substantial doubt about the Company's ability to continue as a going concern, which may adversely affect its stock price, ability to raise capital, and relationships with stakeholders[75][276] - The company may not realize the anticipated benefits from its agreement with Marriott due to integration challenges, potential costs, and other uncertainties[73][87] - The company has a history of net losses, with an accumulated deficit of $1.4 billion as of December 31, 2023, and may not achieve or maintain profitability in the future[105] - Material weaknesses in internal control over financial reporting have been identified, which may result in material misstatements of financial statements, leading to a restatement of previously issued financials[73][170][178] - The company is not in compliance with Nasdaq's listing requirements due to delayed SEC filings, which could lead to the delisting of its common stock and warrants[75][296][297] - The long-term, fixed-cost nature of property leases limits operational flexibility and could adversely affect liquidity, especially if occupancy rates or pricing decline[73][112] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - None[318] Cybersecurity Sonder's cybersecurity risk management and strategy are guided by the NIST framework and involve ongoing vulnerability assessments, access controls, and employee training - The company's cybersecurity strategy is based on the National Institute of Standards and Technology (NIST) framework and includes measures like vulnerability assessments, network security, and encryption[320] - Governance oversight is provided by the Board of Directors and its Audit Committee, with quarterly reports from management[321][325] - Day-to-day management of cybersecurity is led by the Senior Vice President, Technology, and the Senior Manager, IT Compliance and Information Security, who has over two decades of relevant experience[322][323] Properties Sonder's corporate staff largely works remotely, and the company leases immaterial office spaces - A substantial percentage of corporate staff, including senior management, works remotely[326] - The principal warehouse is a 170,000 sq. ft. facility in Fort Worth, Texas, under a third-party contract expiring on December 31, 2026[326] Legal Proceedings Sonder is involved in a significant legal dispute with its former landlord at 20 Broad Street, New York, related to Legionella bacteria contamination - The company is in a legal proceeding with the landlord of the 20 Broad Street Property in New York over Legionella bacteria contamination, where Sonder withheld rent citing constructive eviction[328] - The landlord is seeking $36.9 million in alleged damages through June 2024, with a trial date to determine damages not yet set[329] - On September 26, 2024, an appellate court reversed the trial court's dismissal of Sonder's breach of contract claim related to the landlord's failure to maintain plumbing systems for the period before Sonder began withholding rent[329] Mine Safety Disclosures This item is not applicable to the company - Not applicable[331] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Sonder's common stock and warrants trade on the Nasdaq Global Select Market under symbols "SOND" and "SONDW" - Common stock and warrants trade on the Nasdaq Global Select Market under symbols "SOND" and "SONDW," respectively[331] - The company does not intend to declare or pay any cash dividends in the foreseeable future[331] Stock Performance Comparison (Jan 19, 2022 - Dec 31, 2023) | Index | Value of $100 Investment on 12/31/23 | | :--- | :--- | | Sonder Holdings Inc. | $2.06 | | Nasdaq Composite | $104.68 | | S&P 500 | $105.23 | | S&P 500 Hotels, Resorts & Cruise Lines | $128.56 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and operations, focusing on achieving positive Free Cash Flow through portfolio optimization and restructuring, while addressing macroeconomic pressures, profitability challenges, and liquidity concerns, including a going concern disclosure Results of Operations Revenue increased significantly in 2023 and 2022, driven by Live Unit growth, though net losses widened in 2023 due to non-operating items, with recent restructuring efforts aiming for cost savings Results of Operations: 2023 vs. 2022 (in thousands) | Metric | 2023 | 2022 (As Restated) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $602,066 | $464,978 | 29.5% | | Loss from operations | $(278,042) | $(365,899) | (24.0)% | | Net loss | $(295,668) | $(245,031) | 20.7% | Results of Operations: 2022 vs. 2021 (in thousands) | Metric | 2022 (As Restated) | 2021 (As Restated) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $464,978 | $234,145 | 98.6% | | Loss from operations | $(365,899) | $(259,513) | 41.0% | | Net loss | $(245,031) | $(293,955) | (16.6)% | - The company announced a reduction in force in February 2024 affecting 17% of the corporate workforce, estimated to result in approximately $11 million in annualized cost savings[354] Non-GAAP Financial Measures The company utilizes Free Cash Flow (FCF) and Cash Contribution Margin (CCM) as non-GAAP measures, showing improved FCF in 2023 and a slight decrease in CCM, reflecting progress towards sustainable positive FCF Free Cash Flow (FCF) Reconciliation (in thousands) | Metric | Year ended 2023 | Year ended 2022 | | :--- | :--- | :--- | | Cash used in operating activities | $(110,904) | $(149,988) | | Cash used in investing activities | $(12,362) | $(29,693) | | FCF, excluding restructuring & lease termination costs | $(119,601) | $(175,969) | Cash Contribution Margin (CCM) | Metric | Year ended 2023 | Year ended 2022 | | :--- | :--- | :--- | | Cash contribution | $92,977 | $76,160 | | Revenue | $602,066 | $464,978 | | CCM | 15.4% | 16.4% | Liquidity and Capital Resources Management expresses substantial doubt about the company's going concern ability, citing significant cash obligations and debt, while pursuing financing, cost-cutting, and the Marriott agreement, with a potential Event of Default reclassifying debt to current liabilities - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern for at least one year from the report's issuance date[471] - As of December 31, 2023, cash and cash equivalents were $95.8 million; future obligations include $1.5 billion in long-term operating lease liabilities and $0.8 billion for leases not yet commenced[478][484][485] - A potential Event of Default under the Delayed Draw Notes Purchase Agreement has led to the reclassification of $168.7 million of long-term debt to current liabilities as of December 31, 2023[477][562] Cash Flow Summary (in thousands) | Cash Flow Activity | Year ended 2023 | Year ended 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(110,904) | $(149,988) | | Net cash used in investing activities | $(12,362) | $(29,693) | | Net cash (used in) provided by financing activities | $(32,232) | $400,599 | Quantitative and Qualitative Disclosures About Market Risk Sonder is exposed to several market risks, primarily foreign currency exchange risk from its international operations, interest rate risk related to its debt, and inflation risk - The company is exposed to foreign currency exchange risk due to its international revenue and expenses denominated in currencies other than the U.S. dollar[514] - Interest rate risk primarily relates to outstanding debt, but management does not anticipate material risks from changes in interest rates[517] - Inflation risk could increase operating costs (e.g., construction, rent) and potentially reduce consumer demand for travel, adversely impacting the business[518] Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements, including the auditor's 'Going Concern' opinion and notes on restated prior period financials, detailing the financial position and operational results with continued revenue growth and substantial net losses - The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to recurring losses, negative operating cash flows, and non-compliance with a debt covenant[524] - The 2022 and 2021 financial statements have been restated to correct misstatements, primarily related to the impairment of long-lived assets (lease ROU assets)[525][533] Consolidated Balance Sheet Data (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 (Restated) | | :--- | :--- | :--- | | Total Assets | $1,521,267 | $1,498,626 | | Total Liabilities | $1,897,968 | $1,600,111 | | Total Stockholders' Deficit | $(376,701) | $(101,485) | Consolidated Statement of Operations Data (in thousands) | Account | 2023 | 2022 (Restated) | 2021 (Restated) | | :--- | :--- | :--- | :--- | | Revenue | $602,066 | $464,978 | $234,145 | | Net Loss | $(295,668) | $(245,031) | $(293,955) | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None[789] Controls and Procedures Management concluded disclosure controls were ineffective as of December 31, 2023, due to three material weaknesses in internal control over financial reporting related to leases, control activities, and asset impairment, with remediation plans underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[791] - Three material weaknesses were identified in internal control over financial reporting: Leases, Control Activities and Control Environment, and Asset Impairment[795][796][798][799] - The material weakness in asset impairment relates to a lack of effective controls to identify impairment indicators and determine asset valuation, which contributed to the restatement of prior financial statements[799] - Remediation plans are in progress, focusing on hiring experienced personnel, enhancing policies and procedures, and improving the asset impairment evaluation process with external support[799][800][802][803] Other Information During the fourth quarter of 2023, no directors or Section 16 officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements in Q4 2023[806] - On September 26, 2024, the company obtained a waiver from Silicon Valley Bank for the default caused by the 'going concern' explanatory paragraph in its audit report, and a similar waiver is being sought from other lenders[807] PART III Directors, Executive Officers and Corporate Governance This section details the company's leadership, including executive officers and the Board of Directors, their staggered terms, the Code of Business Conduct and Ethics, and the composition and responsibilities of the Audit Committee, which includes an 'audit committee financial expert' - The report lists the executive officers and directors as of September 16, 2024, including Francis Davidson (CEO), Dominique Bourgault (CFO), and Martin Picard (Chief Real Estate Officer)[810] - The Board of Directors is divided into three classes with staggered three-year terms[833] - The Audit Committee consists of three independent directors: Janice Sears (Chair), Michelle Frymire, and Frits Dirk van Paasschen, with Ms. Sears qualified as an 'audit committee financial expert'[840] Executive Compensation Sonder's executive compensation program, primarily through base salaries and equity awards, aims to align interests with stockholder value, with detailed compensation for named executive officers and non-employee directors provided for fiscal year 2023 2023 Summary Compensation Table | Name and Principal Position | Salary ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Francis Davidson, CEO | 360,000 | 1,199,990 | 1,559,990 | | Dominique Bourgault, CFO | 390,288 | 1,340,690 | 1,730,978 | | Martin Picard, CREO | 355,635 | 504,990 | 861,425 | - Non-employee director compensation includes an annual cash retainer of $35,000, additional fees for committee service and leadership roles, and equity awards, with new and annual RSU awards valued at $160,000 each[867][868][870] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section outlines the beneficial ownership of the company's common stock by principal stockholders, including entities affiliated with Atreides, Spark Capital, and iNovia, as well as CEO Francis Davidson and the collective holdings of all directors and executive officers, alongside details on equity compensation plans Principal Stockholders (as of Sept 16, 2024) | Name of Beneficial Owner | Percentage of Common Stock | | :--- | :--- | | Entities affiliated with Atreides | 8.2% | | Entities affiliated with Spark Capital | 6.3% | | iNovia Growth Capital Inc. | 5.3% | | Francis Davidson (CEO) | 5.4% | | All directors and executive officers as a group | 9.7% | - The company has several equity compensation plans, including the 2021 Equity Incentive Plan and the 2023 Inducement Equity Incentive Plan, with 3,612,584 securities to be issued upon exercise of outstanding options, warrants, and rights as of December 31, 2023[883][885] Certain Relationships and Related Transactions, and Director Independence The Board has determined most directors are independent, with disclosures on significant related party transactions, including participation in the August 2024 Preferred Stock offering by key executives and major stockholders, all subject to formal Audit Committee review and approval policies - All directors are determined to be independent except for Francis Davidson and Sanjay Banker[888] - In the August 2024 Private Placement of Preferred Stock, related parties made significant commitments: Atreides Management affiliates ($15 million), CEO Francis Davidson ($1.5 million), and Director Sanjay Banker ($100 thousand)[900][903] - The company has a written policy for the review and approval of related person transactions by the Audit Committee for amounts exceeding $120,000[904] Principal Accountant Fees and Services This section details the fees paid to Deloitte & Touche LLP for audit and other services, showing a significant increase in total fees for fiscal year 2023, with all services pre-approved by the Audit Committee Accountant Fees (in thousands) | Fee Type | Fiscal Year 2023 | Fiscal Year 2022 | | :--- | :--- | :--- | | Audit Fees | $4,350,315 | $2,924,750 | | Audit-Related Fees | $131,000 | $263,600 | | All Other Fees | $1,895 | $1,895 | | Total | $4,483,210 | $3,190,245 | - All services provided by Deloitte & Touche LLP were pre-approved by the Audit Committee in accordance with its policy[913] PART IV Exhibits and Financial Statement Schedules This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K - This section provides an index of all financial statements and exhibits included in the 10-K filing[915][917] Form 10-K Summary The company has not provided a summary for its Form 10-K - None[923]