Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39907 | ||
Entity Registrant Name | SONDER HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2097088 | ||
Entity Address, Address Line One | 101 15th Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94103 | ||
City Area Code | (617) | ||
Local Phone Number | 300-0956 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 214.7 | ||
Entity Common Stock, Shares Outstanding | 219,282,857 | ||
Entity Central Index Key | 0001819395 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Firm ID | 34 | ||
Documents Incorporated by Reference | Portions of the registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SOND | ||
Security Exchange Name | NASDAQ | ||
Preferred Stock Warrants | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | SONDW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Firm ID | 34 |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 246,624 | $ 69,726 |
Restricted cash | 42,562 | 215 |
Accounts receivable, net of allowance of $972 and $4,127 at December 31, 2022 and 2021, respectively | 5,613 | 4,638 |
Prepaid rent | 0 | 2,957 |
Prepaid expenses | 8,066 | 5,029 |
Other current assets | 10,065 | 16,416 |
Total current assets | 312,930 | 98,981 |
Property and equipment, net | 34,926 | 27,461 |
Operating lease right-of-use (“ROU”) assets | 1,209,486 | 0 |
Total non-current assets | 16,270 | 22,037 |
Total assets | 1,573,612 | 148,479 |
Current liabilities: | ||
Accounts payable | 16,082 | 19,096 |
Accrued liabilities | 20,131 | 19,557 |
Taxes payable | 14,418 | 8,412 |
Deferred revenue | 41,664 | 18,811 |
Current portion of long-term debt | 0 | 13,116 |
Convertible notes | 0 | 184,636 |
Current operating lease liabilities | 158,346 | 0 |
Total current liabilities | 250,641 | 263,628 |
Non-current operating lease liabilities | 1,166,538 | 0 |
Deferred rent | 0 | 66,132 |
Long-term debt, net | 172,950 | 10,736 |
Other non-current liabilities | 3,430 | 3,906 |
Total liabilities | 1,593,559 | 344,402 |
Commitments and contingencies (Note 12) | ||
Mezzanine equity: | ||
Total mezzanine equity | 0 | 568,483 |
Stockholders’ deficit: | ||
Common stock | 21 | 1 |
Additional paid-in capital | 947,601 | 43,106 |
Cumulative translation adjustment | 12,985 | 7,299 |
Accumulated deficit | (980,554) | (814,812) |
Total stockholders’ deficit | (19,947) | (764,406) |
Total liabilities, mezzanine equity, and stockholders’ deficit | 1,573,612 | 148,479 |
Redeemable convertible preferred stock | ||
Mezzanine equity: | ||
Total mezzanine equity | 0 | 518,750 |
Exchangeable preferred stock | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 0 | $ 49,733 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowance for credit loss | $ 972 | $ 4,127 | $ 2,570 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 461,083 | $ 232,944 | $ 115,678 |
Costs and operating expenses: | |||
Cost of revenue (excluding depreciation and amortization) | 320,016 | 201,445 | 136,995 |
Operations and support | 211,081 | 142,728 | 115,072 |
General and administrative | 132,445 | 106,135 | 77,033 |
Research and development | 28,896 | 19,091 | 17,552 |
Sales and marketing | 51,224 | 23,490 | 12,848 |
Restructuring and other charges | 4,033 | 0 | 0 |
Total costs and operating expenses | 747,695 | 492,889 | 359,500 |
Loss from operations | (286,612) | (259,945) | (243,822) |
Interest expense, net | 21,505 | 44,090 | 6,402 |
Change in fair value of SPAC Warrants | (25,260) | 0 | 0 |
Change in fair value of Earn Out liability | (95,700) | 0 | 0 |
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes | (29,512) | 0 | 0 |
Other expense (income), net | 7,564 | (9,890) | (231) |
Total non-operating (income) expense, net | (121,403) | 34,200 | 6,171 |
Loss before income taxes | (165,209) | (294,145) | (249,993) |
Provision for income taxes | 533 | 242 | 323 |
Net loss | $ (165,742) | $ (294,387) | $ (250,316) |
Net loss per common share, Basic (in dollars per share) | $ (0.80) | $ (25.02) | $ (27.22) |
Diluted net loss per common share (in dollars per share) | $ (0.80) | $ (25.02) | $ (27.22) |
Other comprehensive loss: | |||
Net loss | $ (165,742) | $ (294,387) | $ (250,316) |
Change in foreign currency translation adjustment | 5,686 | 1,633 | (740) |
Comprehensive loss | $ (160,056) | $ (292,754) | $ (251,056) |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Sonder Legacy Warrants | Delayed Draw Warrants | Previously Reported | Additional Paid-in Capital | Additional Paid-in Capital Sonder Legacy Warrants | Additional Paid-in Capital Delayed Draw Warrants | Additional Paid-in Capital Previously Reported | Accumulated Translation Adjustment | Accumulated Translation Adjustment Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Redeemable convertible preferred stock | Redeemable convertible preferred stock Previously Reported | Redeemable convertible preferred stock Revision of Prior Period, Adjustment | Redeemable convertible preferred stock Common Stock | Exchangeable preferred stock | Exchangeable preferred stock Previously Reported | Exchangeable preferred stock Revision of Prior Period, Adjustment | Common Stock Common Stock | Common Stock Common Stock Sonder Legacy Warrants | Common Stock Common Stock Previously Reported | Common Stock Common Stock Revision of Prior Period, Adjustment | Exchangeable AA Stock Common Stock | Exchangeable AA Stock Common Stock Previously Reported | Exchangeable AA Stock Common Stock Revision of Prior Period, Adjustment | Post-Combination Exchangeable Common Shares | Post-Combination Exchangeable Common Shares Common Stock | Post-Combination Exchangeable Common Shares Common Stock Previously Reported | Post-Combination Exchangeable Common Shares Common Stock Revision of Prior Period, Adjustment |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019 | 83,348,449 | 56,753,734 | 26,594,715 | 17,856,961 | 12,159,185 | 5,697,776 | ||||||||||||||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2019 | $ 314,967 | $ 314,967 | $ 45,203 | $ 45,203 | ||||||||||||||||||||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||||||||||||||||||||||
Series D Redeemable convertible Preferred Stock extension round (in shares) | 69,960 | |||||||||||||||||||||||||||||
Series D Redeemable convertible Preferred Stock extension round | $ 594 | |||||||||||||||||||||||||||||
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock (in shares) | 27,702,626 | 656,438 | ||||||||||||||||||||||||||||
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock | $ 202,169 | $ 4,530 | ||||||||||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 111,121,035 | 18,513,399 | ||||||||||||||||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | $ 517,730 | $ 49,733 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 8,379,192 | 5,705,570 | 2,673,622 | 14,454,797 | 9,842,579 | 4,612,218 | 0 | 0 | 0 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (258,670) | $ (258,670) | $ 5,032 | $ 5,032 | $ 6,406 | $ 6,406 | $ (270,109) | $ (270,109) | $ 1 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||||||||||||||||||||||
Exchange of Series AA Special Voting shares for common stock (in shares) | 595,107 | (595,107) | ||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | 1,555,197 | |||||||||||||||||||||||||||||
Exercise of common stock options | 1,643 | 1,643 | ||||||||||||||||||||||||||||
Stock-based compensation | 7,223 | 7,223 | ||||||||||||||||||||||||||||
Components of comprehensive loss: | ||||||||||||||||||||||||||||||
Net loss | (250,316) | (250,316) | ||||||||||||||||||||||||||||
Change in cumulative translation adjustment | (740) | (740) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 10,529,496 | 13,859,690 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | (500,860) | 13,898 | 5,666 | (520,425) | $ 1 | $ 0 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||||||||||||||||||||||
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock (in shares) | 136,398 | |||||||||||||||||||||||||||||
Issuance of Series E Convertible Preferred Stock/Exchangeable Series E Preferred Stock | $ 1,020 | |||||||||||||||||||||||||||||
Exchange of Exchangeable Preferred Stock to Convertible Preferred Stock (in shares) | 13,991 | (13,991) | ||||||||||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2021 | 111,271,424 | 75,767,082 | 18,499,408 | |||||||||||||||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2021 | $ 568,483 | $ 518,750 | $ 49,733 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||||||||||||||||||||||
Exchange of Series AA Special Voting shares for common stock (in shares) | 23,744 | (23,744) | ||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | 2,225,859 | 2,116,610 | ||||||||||||||||||||||||||||
Exercise of common stock options | $ 3,841 | 3,841 | ||||||||||||||||||||||||||||
Exercise of common stock warrants (in shares) | 82,352 | |||||||||||||||||||||||||||||
Exercise of common stock warrants | 120 | 120 | ||||||||||||||||||||||||||||
Stock-based compensation | 25,247 | 25,247 | ||||||||||||||||||||||||||||
Components of comprehensive loss: | ||||||||||||||||||||||||||||||
Net loss | (294,387) | (294,387) | ||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 1,633 | 1,633 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 12,752,202 | 13,835,946 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | (764,406) | 43,106 | 7,299 | (814,812) | $ 1 | $ 0 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||||||||||||||||||||||
Conversion of preferred stock (in shares) | (111,271,424) | |||||||||||||||||||||||||||||
Conversion of preferred stock | $ (518,750) | |||||||||||||||||||||||||||||
Conversion of exchangeable stock in connection with the business combination (in shares) | (18,499,408) | |||||||||||||||||||||||||||||
Conversion of exchangeable stock in connection with the business combination | $ (49,733) | |||||||||||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||||||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2022 | 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||||||||||||||||||||||
Conversion of Sonder Legacy Warrants from liabilities to equity | 2,111 | 2,111 | ||||||||||||||||||||||||||||
CEO promissory note settlement (in shares) | (2,725,631) | |||||||||||||||||||||||||||||
Conversion of Sonder Legacy Warrants (in shares) | 155,239 | |||||||||||||||||||||||||||||
Conversion of Sonder Legacy Warrants | $ 1,243 | $ 1,243 | ||||||||||||||||||||||||||||
Conversion of convertible note (in shares) | 19,017,105 | |||||||||||||||||||||||||||||
Conversion of convertible note | 159,173 | 159,172 | $ 1 | |||||||||||||||||||||||||||
Conversion of preferred stock (in shares) | 111,271,424 | |||||||||||||||||||||||||||||
Conversion of preferred stock | $ 518,761 | 518,750 | $ 11 | |||||||||||||||||||||||||||
Exercise of common stock options (in shares) | 931,362 | 931,362 | ||||||||||||||||||||||||||||
Exercise of common stock options | $ 1,620 | 1,620 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with Business Combination and PIPE offering (in shares) | 43,845,835 | |||||||||||||||||||||||||||||
Issuance of common stock in connection with the business combination and PIPE offering | 267,362 | 267,355 | $ 7 | |||||||||||||||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | (25,985) | (25,985) | ||||||||||||||||||||||||||||
Earn Out liability recognized upon consummation of business combination | (98,117) | (98,117) | ||||||||||||||||||||||||||||
Issuance of Delayed Draw Warrants | $ 5,598 | $ 5,598 | ||||||||||||||||||||||||||||
Conversion of exchangeable stock in connection with the business combination (in shares) | (13,835,946) | 32,335,354 | ||||||||||||||||||||||||||||
Conversion of exchangeable stock in connection with the business combination | 49,733 | 49,733 | ||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | 1,200,657 | |||||||||||||||||||||||||||||
Vesting of restricted stock units | 58 | 58 | ||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | 11,946,138 | 0 | (11,946,138) | |||||||||||||||||||||||||||
Conversion of exchangeable stock | 1 | 0 | $ 1 | |||||||||||||||||||||||||||
Stock-based compensation | 22,957 | 22,957 | ||||||||||||||||||||||||||||
Components of comprehensive loss: | ||||||||||||||||||||||||||||||
Net loss | (165,742) | (165,742) | ||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 5,686 | 5,686 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 198,394,331 | 0 | 20,389,216 | 20,389,216 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (19,947) | $ 947,601 | $ 12,985 | $ (980,554) | $ 21 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (165,742) | $ (294,387) | $ (250,316) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 23,911 | 17,714 | 16,969 |
Stock-based compensation | 22,957 | 25,247 | 7,223 |
Amortization of operating lease right-of-use assets | 145,250 | 0 | 0 |
Straight-line rent | 0 | 37,525 | 1,821 |
Loss (gain) on foreign exchange | 6,590 | 2,387 | (245) |
Capitalization of paid-in-kind interest on long-term debt | 18,359 | 0 | 0 |
Amortization of debt issuance costs | 151 | 2,378 | 716 |
Amortization of debt discounts | 3,802 | 35,067 | 0 |
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes | (29,512) | (14,834) | 0 |
Change in fair value of warrants | 0 | 2,148 | 26 |
Change in fair value of SPAC Warrants | (25,260) | 0 | 0 |
Change in fair value of Earn Out liability | (95,700) | 0 | 0 |
Other operating activities | 2,206 | 810 | 6,335 |
Changes in: | |||
Accounts receivable, net | (1,693) | (3,067) | 1,681 |
Prepaid expenses | (3,016) | 4,991 | 4,673 |
Other current and non-current assets | 11,903 | (23,011) | (3,865) |
Accounts payable | (28,120) | 8,199 | 3,668 |
Accrued liabilities | 10,434 | 10,762 | (590) |
Taxes payable | 6,074 | 1,366 | 2,062 |
Deferred revenue | 22,400 | 8,643 | 4,841 |
Operating lease ROU assets and operating lease liabilities, net | (73,858) | 0 | 0 |
Other current and non-current liabilities | (151) | (1,329) | 2,499 |
Net cash used in operating activities | (149,015) | (179,391) | (202,502) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (28,197) | (16,161) | (12,247) |
Capitalization of internal-use software | (2,796) | (5,426) | (2,603) |
Net cash used in investing activities | (30,993) | (21,587) | (14,850) |
Cash flows from financing activities: | |||
Proceeds from Delayed Draw Notes | 159,225 | 0 | 0 |
Repayment of debt and payment of early termination fees | (27,745) | (18,776) | (6,741) |
Proceeds from issuance of debt | 0 | 162,366 | 24,366 |
Proceeds from business combination and PIPE offering | 325,928 | 0 | 0 |
Common stock issuance costs | (58,555) | 0 | 0 |
Proceeds from exercise of stock options | 1,746 | 3,841 | 1,643 |
Proceeds from exercise of common stock warrants | 0 | 120 | 0 |
Issuance of redeemable convertible preferred stock | 0 | 1,020 | 207,293 |
Net cash provided by financing activities | 400,599 | 148,571 | 226,561 |
Effects of foreign exchange on cash | (1,346) | (760) | (347) |
Net change in cash and restricted cash | 219,245 | (53,167) | 8,862 |
Cash and restricted cash at beginning of year | 69,941 | 123,108 | 114,246 |
Cash and restricted cash at end of year | 289,186 | 69,941 | 123,108 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes during the year | 490 | 300 | 100 |
Cash paid for interest during the year | 2,486 | 4,550 | 5,428 |
Supplemental disclosure of non-cash investing and financing activities | |||
Accrued purchases of property and equipment | 306 | 44 | 0 |
Conversion of Convertible Notes | 159,172 | 0 | 0 |
Conversion of Legacy Sonder Warrants | 1,243 | 0 | 0 |
Reclassification of liability-classified Legacy Sonder Warrants to equity | 2,111 | 0 | 0 |
Recognition of Earn Out Liability | (98,117) | 0 | 0 |
Recognition of SPAC Warrants | (38,135) | 0 | 0 |
Issuance of Delayed Draw Warrants | 5,598 | 0 | 0 |
Conversion of Post-Combination Exchangeable Shares | 49,733 | 0 | 0 |
Conversion of Redeemable Convertible Preferred Stock | 518,750 | 0 | 0 |
Reconciliation of cash and restricted cash: | |||
Cash | 246,624 | 69,726 | 121,467 |
Restricted cash | 42,562 | 215 | 1,641 |
Cash and restricted cash at end of period | $ 289,186 | $ 69,941 | $ 123,108 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Nature of Operations Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively, the “Company”), provides short and long-term accommodations to travelers in various cities across North America, Europe, and the Middle East. The Sonder units in each apartment-style building and each hotel property are selected, designed, and managed directly by the Company. On January 18, 2022, the Company consummated the previously announced business combination by and among Gores Metropoulos II, Inc. (“GMII”), two subsidiaries of GMII, and Sonder Operating Inc., a Delaware corporation formerly known as Sonder Holdings Inc. (“Legacy Sonder”) (the “Business Combination”). Refer to Note 15, Business Combination, for details of the transaction. The consolidated financial statements presented herein for the years ended December 31, 2021 and 2020 represent the consolidated financial statements of Legacy Sonder. Basis of Financial Statement Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (“VIE”) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at December 31, 2022 and 2021 and its results of operations and comprehensive loss, mezzanine e quity and stockholders’ deficit, and cash flows for the years ended December 31, 2022, 2021, and 2020. The Company accounts for its VIE in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation and evaluates its ownership, contractual, and other interests in entities to assess whether it has a variable interest in entities in which it has a financial relationship and, if so, whether or not those entities are VIEs. For an entity to qualify as a VIE, ASC 810 requires the Company to determine if it is the primary beneficiary of the VIE, and, if so, to consolidate such entity into its consolidated financial statements. If the Company determines that it is not the primary beneficiary of the VIE, the ASC 810 requires the Company, to account for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. The Company consolidates its VIE in which it holds a controlling financial interest, and is therefore deemed the primary beneficiary. Periodically, the Company reevaluates its ownership, contractual, and other interests in entities to determine whether any changes in its interest or relationship with an entity impacts the determination of whether it is still the primary beneficiary of such entity. As of December 31, 2022 and 2021 , the Company’s consolidated VIE was not material to the consolidated financial statements. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Such significant management estimates include the fair value of share-based awards, estimated useful life of software development costs, bad-debt allowances, valuation of intellectual property and intangible assets, contingent liabilities, valuation allowance for deferred tax assets, and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability and SPAC Warrants, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. Deferred Transaction Costs Deferred transaction costs consist of expenses incurred in connection with the Business Combination, including legal, accounting, printing, and other related costs. At December 31, 2021, deferred transaction costs totaled $8.0 million and were included in other current assets on the consolidated balance sheet. Upon consummation of the Business Combination, the deferred transaction costs were applied as a reduction of proceeds from the Business Combination, reducing additional paid-in capital. No such costs were recorded on the consolidated balance sheet at December 31, 2022. Segment Information An operating segment is defined as a component of an entity that: (i) engages in business activities from which it may earn revenues and incur expenses; (ii) is regularly reviewed by the Chief Operating Decision Maker (“CODM”) for performance assessment and resource allocation decisions; and (iii) has discrete financial information available. The Company’s CODM is its Chief Executive Officer. The Company has one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation. Impairment of Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. Any impairments to ROU assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are recorded as an operating expense. Similar to other long-lived assets, management tests ROU assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For ROU assets, such circumstances may include subleases that do not fully recover the costs of the associated leases or a decision to abandon the use of all or part of an asset. Revenue Recognition and Deferred Revenue The Company generates revenues primarily by providing short-term or month-to-month accommodations to its guests. As a result, the Company’s performance obligation is to facilitate a stay, which is satisfied over time as the stay occurs. Revenues are recognized over time for guest stays, commencing upon guest check-in and ending at guest check-out, net of discounts and refunds. For short-term accommodations, the Company's guests agree to its Terms of Service (“ToS”) and make payments for their accommodations at the time of reservation. For month-to-month accommodations, the Company’s guests agree to its ToS and make payments for their accommodations in accordance with the related contracts. For accommodations booked through online travel agencies (“OTAs”), payments for accommodations are made by OTAs to the Company based on the ToS that the Company has with travel agencies. Guests generally have the right to cancel prior to check-in, and are entitled to refunds in accordance with the agreed-upon ToS. Payments received from guests prior to check-in are recognized as deferred revenue, a contract liability, on the consolidated balance sheet. Deferred revenue is reduced over the period in which a guest completes a stay and is recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized in revenue in the subsequent year. Payments received after guest check-in are primarily from OTAs that guests use to book accommodations and are recognized as accounts receivable, net of allowance, post guest check-out. The Company is required to collect certain taxes and fees from guests on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. The Company recognizes revenues net of such taxes and fees collected. Leases The Company determines whether an arrangement is or contains a lease at inception. The lease term is also determined at lease inception and generally begins on the date the Company takes possession of the full or partial portions of leased premises. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has certain lease agreements that contain lease and non-lease components, which are accounted for as a single lease component. The Company’s leases often contain rent escalations over the lease term. The Company recognizes expense for fixed, scheduled escalations on a straight-line basis over the lease term. The Company recognizes variable expense, accounted for as discussed below, for escalations associated with a change in an index or rate. Additionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company’s ROU asset related to the lease. These are amortized through the ROU asset as reductions of expense over the lease term. Certain leases contain variable costs such as real estate taxes, insurance, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within operations and support for the properties used for guests and within general and administrative for warehouses and corporate offices in the accompanying consolidated statements of operations and comprehensive loss. For leases with an initial non-cancelable lease term of less than one year and no option to purchase, the Company elected not to recognize the lease on its consolidated balance sheets and instead recognize rent payments on a straight-line basis over the lease term within operations and support on its consolidated statements of operations. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash. Cash is held in checking and interest-bearing accounts, and is recorded at cost, which approximates fair value. Restricted cash consists of cash collateral for standby letters of credit with a bank that were issued to the Company’s real estate owners and for collateral required by the bank to support the Company's corporate credit card programs. Fair Value Measurements The Company applies fair value accounting for certain financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5, Fair Value Measurement and Financial Instruments, for additional information. Accounts Receivable, Net of Allowance Trade accounts receivable are recorded for guest stays primarily from bookings made through OTAs or through the Company’s sales personnel where payments are made to the Company after guest check-outs. Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance which reflects its best estimate of its exposure to balances deemed to be uncollectible. Accounts receivable are written off as a decrease to the allowance when all collection efforts have been exhausted and an account is deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and, accordingly, believes minimal credit risk exists with respect to these instruments. Certain of the Company’s cash balances held with financial institutions are in excess of Federal Deposit Insurance Corporation limits. The Company believes no significant concentration risk exists with respect to its cash. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows: Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Depreciation and amortization expense are generally classified within the corresponding operating expenses line items on the Company’s consolidated statements of operations and comprehensive loss. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected on the consolidated statement of operations and comprehensive loss. Internal-Use Software The Company capitalizes certain costs associated with software developed or obtained for internal use, which includes its booking and pricing platform, mobile apps, and website development. The Company capitalizes costs when preliminary software development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for software enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the enhancements. Foreign Currency The Company's reporting currency is the U.S. dollar. Functional currency is determined for each of the Company's foreign subsidiaries by reviewing its operations and currencies used in its primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than the U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations and comprehensive loss amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in cumulative translation adjustment as a component of stockholders’ deficit in the consolidated balance sheets. Remeasurement gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date, and nonmonetary assets and liabilities are measured at historical exchange rates. Cost of Revenue The Company’s c ost of revenue primarily consists of fixed and variable lease costs to real estate owners for live units, cleaning costs, and payment processing charges. Operations and Support Operations and support costs are related to guest-facing functions and variable expenses associated with property-level operations, such as customer service agents and hospitality agents, depreciation of property and equipment, utilities, costs to open new properties, and the cost of guest-room consumable items and low-cost furnishings. These costs are expensed as incurred. General and Administrative General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as legal, finance and accounting, public policy, and human resources. It also includes certain professional services fees, corporate offices, technology expenses, bad debt expense, general corporate and director and officer insurance, and other corporate-level expenses the Company incurs to manage and support its operations. These costs are expensed as incurred. Research and Development Research and development expenses primarily consist of personnel-related expenses and an allocation of facility expenses incurred in connection with the development of the Company’s existing and new services. These costs are expensed as incurred. Sales and Marketing Sales and marketing expenses primarily consist of advertising expenses, personnel-related expenses for sales, marketing, and branding, as well as service charges for bookings made through OTAs. These costs are expensed as incurred. Advertising Expenses Advertising expenses, a majority of which consist of internet and social media marketing, were $6.6 million, $5.5 million, and $4.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. These costs are expensed as incurred. Stock-Based Compensation Related to Stock Options and Restricted Stock Units (“RSUs”) The Company recognizes stock-based compensation expense related to stock options and RSUs in the consolidated statements of operations and comprehensive loss on a straight-line basis over the requisite service period, which is generally four years. The compensation expense related to stock options is based on the fair value of stock options using the Black-Scholes-Merton option-pricing model on the grant date, which requires the use of highly subjective and complex assumptions, including the value of the underlying stock on the date of grant for options granted before the Company was publicly traded, the expected term of the option, the price volatility of the underlying stock, expected dividend yield, and risk-free interest rate. The compensation expense related to RSUs is based on the closing fair market value of our common stock. The Company estimates the expected term for options based on its historical pattern of option exercise behavior and the period of time options are expected to be outstanding. The contractual term of the Company's stock options is generally ten years. The Company estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly traded companies. Dividend yields have been, and are expected to be, zero given the Company's dividend payment history and plans. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the grant date with a maturity equal to the expected term of the stock option award. The Company has elected to account for forfeitures of stock-based compensation awards as they occur. Stock-Based Compensation Related to Performance and Market-Based Awards The Company recognizes the compensation expense related to performance and market-based awards based on its estimate of the fair value of the award using a Monte-Carlo simulation on the grant date. The Monte-Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include the Company’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. The Company recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The Company recognizes compensation expense for its market-based awards over the requisite service period using the accelerated attribution method. Restructuring Charges Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized in the restructuring and other charges line item of the consolidated statements of operations and comprehensive loss, and related liabilities are recorded within accrued liabilities and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company has recorded a full valuation allowance against its deferred tax assets due to its history of losses. The Company is subject to income taxes in the United States and foreign jurisdictions in which it does business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of the Company's foreign earnings may also be taxable in the United States. Accordingly, the Company's effective tax rate is subject to significant variation due to several factors, including variability in the Company's pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how the Company does business, changes in the Company's deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties, if any, related to income tax matters as a component of income tax expense. Taxes payable on the Company’s consolidated balances sheets at December 31, 2022 and 2021 includes both income taxes payable and indirect taxes payable. Net Loss Per Share Attributable to Common Stockholders The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive. Comprehensive Loss Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) primarily consists of foreign currency translation adjustments related to consolidation of foreign entities. Other comprehensive loss is recorded as a component of stockholders’ deficit and is excluded from net loss. Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Related legal fees are expensed as incurred. Reclassification Certain amounts reported in previous consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net income, total assets, or total stockholders’ deficit. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The following reflect recent accounting standards that have been adopted or are pending adoption by the Company. As discussed in Note 1, Basis of Presentation, the Company qualifies as an emerging growth company, and as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company with the extended transition period. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10, and 2020-05. The guidance requires the recognition of ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction to the ROU asset measured on the adoption date. Refer to Note 8, Leases, for further discussion of the Company’s lease accounting. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. As amended by ASU 2022-06, the standard is effective upon issuance through December 31, 2024 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. The Company does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company generates revenues primarily by providing accommodations to its guests. Direct revenue is generated from stays booked through Sonder.com, the Sonder app, or directly through the Company's sales personnel. Indirect revenue is generated from stays booked through third party OTAs. The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect (in thousands): Year ended December 31, 2022 2021 2020 Direct revenue $ 217,805 $ 120,219 $ 59,340 Indirect revenue 243,278 112,725 56,338 Total revenue $ 461,083 $ 232,944 $ 115,678 Revenue by geographic area is determined based on the location where the guest stays and was as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Americas United States $ 306,853 $ 167,462 $ 85,891 Other Americas (1) 36,563 10,830 5,520 Total Americas 343,416 178,292 91,411 Europe, Middle East, and Africa (“EMEA”) Great Britain 28,922 16,910 8,607 United Arab Emirates 51,180 26,977 10,328 Other EMEA 37,565 10,765 5,332 Total EMEA 117,667 54,652 24,267 Total revenue $ 461,083 $ 232,944 $ 115,678 ______________ (1) As of December 31, 2022, 2021, and 2020, Other Americas is comprised of Canada and Mexico. No individual guest represented over 10.0% of revenues for the years ended December 31, 2022, 2021, and 2020. Two third-party corporate customers and OTAs represented 20.2% and 20.1%, respectively, of the Company’s revenue for the year ended December 31, 2022; two OTAs represented 24.8% and 13.3%, respectively, of the Company’s revenue for the year ended December 31, 2021; and one OTA represented 31.0% of the Company’s revenue for the year ended December 31, 2020. Four third-party corporate customers and OTAs represented approximately 23.8%, 18.3%, 17.0%, and 11.8%, respectively, of the net accounts receivable balance at December 31, 2022 and one OTA represented 29.2% of the net accounts receivable balance at December 31, 2021. The following table summarizes the activity in the Company's allowance for doubtful accounts balance for each period indicated (in thousands): Year ended December 31, 2022 2021 Beginning balance $ 4,127 $ 2,570 Additions 1,622 4,719 Write-offs, net of recoveries (4,777) (3,162) Ending balance $ 972 $ 4,127 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Balance Sheet Details | Balance Sheet Details Other current assets Other current assets consists of the following (in thousands): December 31, 2022 2021 Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances (1) $ — $ 8,206 Non-income-related tax assets 8,092 6,728 Deposits due from landlords 928 1,165 Other current assets 1,045 317 Total other current assets $ 10,065 $ 16,416 ____________ (1) At December 31, 2022, FF&E and leasehold improvement allowances are included in the operating lease ROU assets and operating lease liabilities line items of the consolidated balance sheets, respectively, in conjunction with the adoption of ASC 842, Leases. Other non-current assets Other non-current assets consists of the following (in thousands): December 31, 2022 2021 Long-term deposits due from landlords $ 15,417 $ 14,010 Deferred transaction costs — 8,027 Debt issuance costs on undrawn credit facilities 666 — Other non-current assets 187 — Total non-current assets $ 16,270 $ 22,037 Accrued Liabilities Accrued liabilities consists of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 5,102 $ 5,607 Accrued legal expenses 1,074 595 Accrued interest — 2,503 Accrued other liabilities 13,955 10,852 Total accrued liabilities $ 20,131 $ 19,557 |
Fair Value Measurement and Fina
Fair Value Measurement and Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Financial Instruments | Fair Value Measurement and Financial Instruments Fair Value Hierarchy Accounting standards require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2 : Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. A financial instrument’s classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Preferred Stock Warrants and Share-Settled Redemption Feature related to the Convertible Notes At December 31, 2021, the Company did not have observable inputs for the valuation of its preferred stock warrant liabilities or the share-settled redemption feature related to the Company’s convertible promissory notes (the “Convertible Notes”). The Convertible Notes were initially separated into debt and share-settled redemption feature components and assigned a fair value. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the share-settled redemption feature. The difference between the cash proceeds and the estimated fair value represented the value which was assigned to the share-settled redemption feature and was recorded as a debt discount. The significant unobservable input used in the fair value measurement of the Convertible Notes and the share-settled redemption feature was the fair value of the underlying stock at the valuation measurement date. At December 31, 2021, the fair value of the preferred stock warrant liabilities was based in part on aggregate equity value indications, consistent with the analysis for the Company’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the preferred stock warrant liabilities was the fair value of the underlying preferred stock at the valuation measurement date. On January 18, 2022, upon consummation of the Business Combination, the outstanding principal balance of the Convertible Notes, the accrued and unpaid interest of the Convertible Notes, and the preferred stock warrants were converted to equity. As such, there were no share-settled redemption features or preferred stock warrant liabilities at December 31, 2022. SPAC Warrants As part of the GMII initial public offering (“GMII IPO”), GMII issued 9,000,000 public warrants (the “Public Warrants”) and 5,500,000 private placement warrants (the “Private Placement Warrants”), each of which is exercisable at a price of $11.50 per share (collectively, the “SPAC Warrants”). Management has determined that the SPAC Warrants issued in the GMII IPO, which remained outstanding at consummation of the Business Combination and became exercisable for shares of the Company’s common stock, are subject to accounting treatment as a liability. At consummation of the Business Combination and at December 31, 2022, the Company used the Public Warrants stock price to value the Public Warrants. At consummation of the Business Combination, the Company used a Monte Carlo simulation methodology to value the Private Placement Warrants using Level 3 inputs, as the Company did not have observable inputs for the valuation. At December 31, 2022, the Company used the Black-Scholes option-pricing model to estimate the fair value of the Private Placement Warrants using Level 3 inputs. The significant unobservable inputs used in the fair value measurement of the Private Placement Warrants liability are related to expected share-price volatility of 57.1% and the expected term of 4.05 years. The expected volatility at December 31, 2022 was derived from the volatility of comparable public companies. At December 31, 2022, the Public and Private Placement Warrants were valued at $0.07 and $0.05 per warrant, respectively. Refer to Note 9, Warrants and Stockholders' Deficit, for additional information surrounding the SPAC Warrants. Earn Out In addition to the consideration paid at consummation of the Business Combination, certain investors may receive their pro rata share of up to an aggregate of 14,500,000 additional shares of the Company’s common stock as consideration upon the common stock achieving certain benchmark share prices, as set forth in the merger agreement (the “Earn Out”). Management has determined that the Earn Out is subject to treatment as a liability. At December 31, 2022, the Company used a Monte Carlo simulation methodology to value the Earn Out using Level 3 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility of 60.0%, expected term of 4.45 years to 4.53 years, risk-free interest rate of 4.0%, and dividend yield of 0%. The expected volatility at December 31, 2022 was derived from the volatility of comparable public companies. Delayed Draw Warrants The fair value of the Delayed Draw Warrants (as defined in Note 7, Debt) was estimated by separating the Delayed Draw Notes into the debt and warrants components and assigning a fair value to each component. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the warrants. The value assigned to the Delayed Draw Warrants component was estimated using the Black-Scholes option-pricing model using Level 3 inputs and was considered to be non-recurring in nature, in accordance with ASC 820, Fair Value Measurement . The warrants component was recorded as a debt discount, which is amortized using the effective interest method over the period from the date of issuance through the maturity date. Upon consummation of the Business Combination, the fair value of the Delayed Draw Warrants was $5.6 million and was included in additional paid in capital Disclosures about Fair Value of Financial Instruments At December 31, 2022, the Earn Out liability, Public Warrants liability, and Private Placement Warrants liability were included in other non-current liabilities in the consolidated balance sheets. The following table summarizes the Company’s Level 1, Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Earn Out liability $ — $ — $ 2,417 $ 2,417 Public Warrants 630 — — 630 Private Placement Warrants — — 275 275 Total financial liabilities measured and recorded at fair value $ 630 $ — $ 2,692 $ 3,322 At December 31, 2021, there were no assets or liabilities measured using Level 1 or Level 2 inputs. At December 31, 2021, the share-settled redemption feature and the preferred stock warrant liabilities were recorded in convertible notes and other non-current liabilities, respectively, in the consolidated balance sheet . The following table summarizes the Company’s Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Level 3 Preferred stock warrant liabilities $ 3,288 Share-settled redemption feature 30,322 Total financial liabilities measured and recorded at fair value $ 33,610 The following table represents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2022 (in thousands): Level 3 Beginning balance at January 1, 2022 $ 33,610 Recognition of Earn Out Liability 98,117 Private Placement Warrants liability recognized upon consummation of Business Combination 14,465 Decrease in fair value of Earn Out liability (95,700) Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes (30,322) Decrease in fair value of Private Placement Warrants liability (14,190) Conversion of preferred stock warrant liabilities to equity (3,288) Total financial liabilities measured and recorded at fair value $ 2,692 The following table presents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2021 (in thousands): Level 3 Beginning balance at January 1, 2021 $ 1,140 Recognition of share-settled redemption feature 45,156 Decrease in fair value of share-settled redemption feature (14,834) Increase in fair value of preferred stock warrant liabilities 2,148 Total financial liabilities measured and recorded at fair value $ 33,610 There w ere no transfers of financial instruments between valuation levels during the years ended December 31, 2022 and 2021. Management estimates that the fair values of its restricted cash, accounts receivable, prepaid rent, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, current portion of long-term debt, convertible notes, and other current liabilities approximates their carrying values due to the relatively short maturity of the instruments. The carrying value of the Company’s long-term debt approximates its fair value because it bears interest at a market rate and all other terms are also reflective of current market terms. These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other expense (income), net, on the consolidated statements of operations and comprehensive loss. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Furniture and fixtures $ 72,483 $ 52,334 Computers and software 11,013 6,289 Internal-use software 14,976 12,283 Office equipment and other 722 678 Leasehold improvements 1,995 314 Property and equipment 101,189 71,898 Less accumulated depreciation (66,263) (44,437) Property and equipment, net $ 34,926 $ 27,461 Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020 was $23.9 million, $17.7 million, and $17.0 million, respectively. For the years ended December 31, 2022, 2021, and 2020, the Company disposed of $2.6 million, $2.5 million, and $12.7 million in property and equipment and likewise wrote off previously recognized accumulated depreciation of $2.1 million, $1.8 million, and $8.8 million, respectively. The disposal of property and equipment in the year ended December 31, 2020 was a result of the COVID-19 pandemic, as furniture and fixtures were disposed of from terminated leases. For the years ended December 31, 2022, 2021, and 2020, the Company recognized $0.3 million, $0.7 million, and $3.5 million in loss on disposal which was recorded in operations and support on the Company's consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the Company recognized $0.3 million in loss on disposal which was recorded in general and administrative on the Company’s consolidated statements of operations and comprehensive loss. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Delayed Draw Note Purchase Agreement On December 10, 2021, the Company entered into a note and warrant purchase agreement (the “Delayed Draw Note Purchase Agreement”) with certain private placement investors (“Purchasers”) for the sale of delayed draw notes in aggregate of $165.0 million to be available to the Company following the consummation of the Business Combination (the “Delayed Draw Notes”). The Delayed Draw Notes have a maturity of five years from the date of issuance and are subject to interest on the unpaid principal amount at a rate per annum equal to the three-month secured overnight financing rate (“SOFR”) plus 0.3% (subject to a floor of 1.0%) plus 9.0% payable in cash. For the first two years, the Company may elect payment in kind, quarterly in arrears. The Delayed Draw Notes are secured by substantially all of the assets of the Company. The Delayed Draw Note Purchase Agreement also provided that the Purchasers be issued warrants to purchase shares of common stock in connection with the transaction (the “Delayed Draw Warrants”). As a result, the Purchasers are entitled to purchase an aggregate of 2,475,000 shares of the Company’s common stock, each with an exercise price of $12.50 per share. The Delayed Draw Warrants expire five years after issuance. The Delayed Draw Note Purchase Agreement includes customary events of default, including failure to pay the note obligations or other amounts when due, material breach of representations or warranties, breach of negative covenants, failure to perform or comply with obligations under the Delayed Draw Notes or the Delayed Draw Note Purchase Agreement, acceleration of certain other indebtedness, certain judgements against the Company, legal processes instituted against the Company or its assets, issues with the enforceability of the Delayed Draw Note Purchase Agreement and ancillary documents, bankruptcy, insolvency or similar proceedings with respect to the Company, and orders under debtor relief laws. In January 2022, upon consummation of the Business Combination, the Company drew $165.0 million in Delayed Draw Notes and issued Delayed Draw Warrants to purchase 2,475,000 shares of common stock to the Purchasers. Long term debt, net consisted of the following at the dates indicated (in thousands): December 31, 2022 December 31, 2021 Principal balance, including capitalized paid-in-kind interest $ 183,245 $ 11,361 Less: Debt discount related to Delayed Draw Warrants, net of amortization (4,945) — Less: unamortized deferred issuance costs (5,350) (625) Long-term debt, net $ 172,950 $ 10,736 Convertible Notes In March 2021, pursuant to a note purchase agreement (the “Note Purchase Agreement”), the Company issued the Convertible Notes to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the issuance of the Convertible Notes were approximately $162.4 million, net of deferred issuance costs of $2.6 million. The Convertible Notes were scheduled to mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes were convertible either automatically, at the option of holders, or at the option of the Company upon the occurrence of certain specified events. In January 2022, upon consummation of the Business Combination, the outstanding principal and accrued and unpaid interest of the Convertible Notes were automatically converted into 19,017,105 shares of common stock for a value of $159.2 million. As a result, the Company recognized a gain on conversion of $29.5 million as a result of a change in the fair value of the share-settled redemption feature and $159.2 million additional-paid-in-capital. The Company also recognized the change in fair value of the share-settled redemption feature, prior to conversion, of $30.3 million, expense related to the debt discount of $10.0 million and interest expense of $1.4 million. 2018 Loan and Security Agreement In December 2018, Legacy Sonder entered into a loan and security agreement (the “2018 Loan and Security Agreement”) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million. At December 31, 2021, the Company’s current portion of long-term debt and the non-current portion of long-term debt on the consolidated balance sheet were solely related to the 2018 Loan and Security Agreement, and were net of $0.6 million of deferred issuance costs. At December 31, 2021, unused commitments under the 2018 Loan and Security Agreement were $25.0 million. In January 2022, upon consummation of the Business Combination, the Company paid $24.7 million of the outstanding principal of the 2018 Loan and Security Agreement and $3.1 million in early termination fees. Additionally, in connection with the repayment of the 2018 Loan and Security Agreement, the Company wrote off $0.4 million of deferred issuance costs and recognized $0.2 million of interest expense. 2022 Loan and Security Agreement In December 2022, the Company entered into a loan and security agreement with Silicon Valley Bank (the “2022 Loan and Security Agreement”) for an aggregate principal balance of $60.0 million with a maturity date of December 21, 2025. Balances may be borrowed against the facility as revolving loans or used for the issuance of letters of credit. The 2022 Loan and Security Agreement includes: (i) a letter of credit fee for each letter of credit equal to 1.5% per annum of the dollar equivalent of the face amount of each letter of credit issued and (ii) a non-use fee equal to 0.25% per annum of the average unused portion of the revolving line of credit. At December 31, 2022, the Company was in compliance with all financial covenants related to the 2022 Loan and Security Agreement. Additionally, at December 31, 2022, there were no borrowings outstanding on the 2022 Loan and Security Agreement. Outstanding letters of credit at December 31, 2022 under the 2022 Loan and Security Agreement totaled $10.1 million. Credit Facilities 2020 Credit Facility : In February 2020, Legacy Sonder entered into a revolving credit agreement (the “2020 Credit Facility”) for an aggregate principal balance of $50.0 million with a maturity date of February 21, 2023. Balances could be borrowed against the facility as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility could be base rate loans or Eurodollar rate loans, plus a margin of 2.0% per annum. The 2020 Credit Facility included: (i) a letter of credit fee for each letter of credit equal to 1.5% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.3% times the actual daily amount by which the aggregate commitments provided by facility exceeded the sum of the outstanding amount of loans and letters of credit. The extensions of credit under the 2020 Credit Facility were guaranteed by certain of the Company’s subsidiaries and secured on a senior basis by a lien on substantially all of the Company’s and certain of its subsidiaries’ assets. In December 2022, the 2020 Credit Facility was terminated in conjunction with the Company obtaining the 2022 Loan and Security Agreement. At December 31, 2021, the Company was in compliance with all financial covenants related to the 2020 Credit Facility. Additionally, at December 31, 2021, there were no borrowings outstanding on the 2020 Credit Facility. Outstanding letters of credit at December 31, 2021 under the 2020 Credit Facility totaled $23.7 million. 2020 Québec Credit Facility : In December 2020, a Canadian subsidiary of the Company entered into an agreement with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan, referred to as a conditional-refund financial contribution (“CRFC”), of CAD $5.0 million (the “2020 Québec Credit Facility”). The loan and the CRFC bear interest at a fixed rate of 6.0% per annum for a period of 10 years starting from the first date of the loan disbursement. At December 31, 2022 and 2021, the Company was in compliance with all financial covenants related to the 2020 Québec Credit Facility, but had not yet met the drawdown requirements, and as such, there have been no borrowings against the 2020 Québec Credit Facility. Restricted Cash Throughout 2022 and 2021, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At December 31, 2022 and 2021, the Company had $42.6 million and $0.2 million, respectively, of cash collateral which is reported as restricted cash on the consolidated balance sheets. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under operating lease agreements which expire through 2044. The Company is required to pay property taxes, insurance, and maintenance costs for certain of these facilities. The Company adopted ASC 842, Leases (“ASC 842”), effective January 1, 2022, using the modified retrospective approach. This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed it to carry forward the historical determination of contracts as leases, lease classification, and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been restated to reflect the application of the new standard to all comparative periods presented. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together in the consolidated statements of operations. Operating lease ROU assets are included within operating lease right-of-use assets in the consolidated balance sheets. The corresponding operating lease liabilities are included within current operating lease liabilities and non-current operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The adoption of ASC 842 had a material impact on the Company’s consolidated financial statements. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction to the ROU asset measured on the adoption date. The standard did not materially impact the Company’s consolidated statement of operations and comprehensive loss or consolidated statement of cash flows. Lease expense for fixed operating lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Components of operating lease expense were as follows (in thousands): Year ended December 31, 2022 Operating lease cost $ 268,810 Short-term lease cost 3,203 Variable lease cost (2,582) Total operating lease cost $ 269,431 Supplemental information related to operating leases was as follows (in thousands): Year ended December 31, 2022 Cash payments for operating leases $ 218,434 New operating lease ROU assets obtained in exchange for operating lease liabilities $ 356,157 At December 31, 2022, the weighted-average remaining lease term was 7.18 years and the weighted-average discount rate used to determine the net present value of the lease liabilities was 9.8%. At December 31, 2022, remaining maturities of operating lease liabilities were as follows (in thousands): For the year ended December 31, 2023 $ 297,127 2024 294,595 2025 275,297 2026 250,188 2027 205,674 Thereafter 653,992 Gross lease payments 1,976,873 Less: imputed interest 642,277 Total operating lease liabilities, net 1 $ 1,334,596 1 Total operating lease obligations, net excludes $9.7 million of FF&E allowances for leases that have not yet commenced. As such, total operating lease obligations, net per the above table does not agree to the consolidated balance sheet. The Company does not have material lease receivables from noncancellable lease contracts that would reduce the total contractual operating lease obligations. In addition to the operating lease obligations noted above, at December 31, 2022, the Company has entered into leases that have not yet commenced with future lease payments totaling $1.9 billion, excluding purchase options, that are not yet recorded on the consolidated balance sheets. These leases will commence between 2023 and 2026 with non-cancelable lease terms of three Rental expense for operating leases for the years ended December 31, 2022, 2021, and 2020 was $268.8 million, $184.8 million, and $133.1 million, respectively, of which $263.4 million, $176.5 million, and $124.8 million, respectively, was recognized in cost of revenues, $1.7 million, $5.5 million, and $2.8 million, respectively, was recognized in operations and support, and $3.7 million, $2.8 million, and $5.5 million, respectively, was recognized in general and administrative. Supplemental Information for Comparative Periods At December 31, 2021, prior to the adoption of ASC 842, future minimum payments lease payments under non-cancelable operating leases were as follows (in thousands): For the year ended December 31, 2022 $ 279,093 2023 366,299 2024 418,156 2025 433,541 2026 403,582 Thereafter 1,641,237 Total minimum future lease payments $ 3,541,908 |
Warrants and Stockholders' Defi
Warrants and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Stockholders' Deficit | Warrants and Stockholders' Deficit The consolidated statements of mezzanine equity and stockholders’ deficit reflect the consummation of the Business Combination on January 18, 2022. As Legacy Sonder was deemed the accounting acquirer in the Business Combination with GMII, all periods prior to the closing date reflect the balances and activity of Legacy Sonder. The balances at December 31, 2021 from the consolidated financial statements of Legacy Sonder as of that date, share activity (redeemable convertible preferred stock, exchangeable shares, and common stock), and per share amounts were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 1.4686. All redeemable convertible preferred stock classified as mezzanine equity was converted into common stock, and reclassified into permanent equity as a result of the Business Combination. Preferred Stock Warrants The Company had the following preferred stock warrants outstanding at December 31, 2021 (number outstanding and exercise price are prior to the application of the recapitalization exchange ratio discussed above): Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 Upon consummation of the Business Combination, (i) the Series A and Series B preferred stock warrants were converted into 150,092 post-combination shares of the Company’s common stock for a value of $1.2 million, and (ii) the Series C and Series D preferred stock warrants automatically converted into warrants to purchase shares of the Company’s common stock. The Series C and Series D preferred stock warrants are accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity (“ASC 815-40”). Upon consummation of the Business Combination, the Company reclassified $2.1 million related to such warrants from other non-current liabilities to equity in the consolidated balance sheet. Common Stock Warrants Delayed Draw Warrants : The Delayed Draw Warrants are accounted for as equity-classified warrants in accordance with ASC 815-40. Upon consummation of the Business Combination, the value of the Delayed Draw Warrants was $5.6 million and was recorded within additional paid-in capital in the consolidated balance sheets. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants. Public Warrants : The Public Warrants remained outstanding upon consummation of the Business Combination and became exercisable for whole shares of common stock. No fractional Public Warrants were issued upon separation of the units and only whole Public Warrants trade. Accordingly, unless a registered holder purchased at least five units, they were not able to receive or trade a whole Public Warrant. The Public Warrants will expire on January 18, 2027, or earlier upon redemption or liquidation. The Public Warrants are accounted for as liabilities, as there are certain terms and features of the warrants that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the Public Warrants upon consummation of the Business Combination was a liability of $11.5 million, and was recorded in other non-current liabilities in the consolidated balance sheet. At December 31, 2022, the fair value was $0.6 million and was recorded in other non-current liabilities in the consolidated balance sheets. The Company recorded $12.2 million as an adjustment to correct the initial recorded fair value of $23.7 million for the Public Warrants upon consummation of the Business Combination. This correction was made as a $12.2 million reduction to the originally recorded additional paid in capital and a corresponding reduction to other income in the consolidated statements of operations and comprehensive loss. The change in fair value of $11.1 million for the year ended December 31, 2022 is reflected as other income in the consolidated statements of operations and comprehensive loss. Private Placement Warrants : The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable, so long as they are held by Gores Metropoulos Sponsor II, LLC (the “Sponsor”) or its permitted transferees, and are entitled to certain registration rights. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are accounted for as liabilities, as there are certain terms and features that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the Private Placement Warrants upon consummation of the Business Combination was a liability of $14.5 million, which was recorded in other non-current liabilities in the consolidated balance sheet. At December 31, 2022, the fair value was $0.3 million and was recorded in other non-current liabilities in the consolidated balance sheet. The change in fair value of $14.2 million for the year ended December 31, 2022 is reflected as other income in the consolidated statements of operations and comprehensive loss. Exchangeable Stock Upon consummation of the Business Combination, each share of Sonder Canada Inc. , a corporation existing under the laws of the province of Québec (“Legacy Sonder Canada”) exchangeable common stock (“Legacy Sonder Canada Exchangeable Stock” and collectively, “Legacy Sonder Canada Exchangeable Shares”) was exchanged into a new series of the same class of virtually identical Legacy Sonder Canada Exchangeable Common Stock (“Post-Combination Exchangeable Common Stock” and collectively, “Post-Combination Exchangeable Shares”) exchangeable for the Company’s common stock. At December 31, 2022, the Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock (in thousands except shares and per share amounts): Shares Shares Issuance Net Aggregate Post-Combination Exchangeable Common Stock 40,000,000 20,389,216 $ 1.54 $ 31,399 $ 31,399 The net carrying value of the Post-Combination Exchangeable Shares is included in additional paid-in capital in the consolidated balance sheets. At December 31, 2021, the Company had the following authorized and outstanding Exchangeable Shares, prior to the application of the recapitalization exchange ratio discussed above (in thousands except shares and per share amounts): Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,517,608 9,421,190 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 $ 0.53 $ 1,359 $ 1,372 Series Seed 2 1,209,160 1,209,160 $ 0.50 $ 606 $ 605 Series Seed 3 704,380 704,380 $ 1.09 $ 787 $ 768 Series A 183,420 183,420 $ 1.36 $ 250 $ 250 Series B 2,335,500 2,335,500 $ 2.40 $ 5,610 $ 5,605 Series C 3,175,207 3,175,207 $ 5.04 $ 15,991 $ 16,003 Series D 2,057,926 1,953,125 $ 10.50 $ 20,600 $ 20,600 Series E 420,570 420,570 $ 10.77 $ 4,530 $ 4,530 Total exchangeable stock 35,192,637 21,991,418 $ — $ 49,733 $ 49,733 Upon consummation of the Business Combination, all the Exchangeable Shares were automatically converted into 32,296,539 Post-Combination Exchangeable Shares for a value of $49.7 million (or 21,991,418 shares prior to the application of the recapitalization exchange ratio discussed above). Redeemable Convertible Preferred Stock The Company had the following authorized and outstanding redeemable convertible preferred stock at December 31, 2021 , prior to the application of the recapitalization exchange ratio discussed above ( in thousands except shares and per share amounts) : Is Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 785,420 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,702,526 328,240 0.53 $ 174 $ 174 Series Seed 2 1,719,560 470,994 0.50 $ 222 $ 235 Series Seed 2-A 1,719,560 39,406 0.50 $ 20 $ 20 Series Seed 3 704,380 — 1.09 $ — $ — Series Seed 3-A 704,380 — 1.09 $ — $ — Series A 7,023,193 6,780,333 1.36 $ 9,241 $ 9,221 Series A-1 7,023,193 — 1.36 $ — $ — Series B 15,611,276 13,218,080 2.40 $ 27,105 $ 31,723 Series B-1 15,611,276 — 2.40 $ — $ — Series C 19,070,648 12,143,631 5.04 $ 56,496 $ 61,204 Series C-1 19,070,648 3,513,536 5.04 $ 17,708 $ 17,708 Series D 21,603,476 3,481,893 10.50 $ 35,808 $ 36,560 Series D-1 21,603,476 16,049,365 10.50 $ 168,518 $ 168,518 Series E 34,932,992 18,956,184 10.77 $ 203,189 $ 204,159 Total redeemable convertible preferred stock 173,803,110 75,767,082 — $ 518,750 $ 529,938 Upon consummation of the Business Combination, all the shares of redeemable convertible preferred stock were automatically converted into shares of post-combination common stock for a value of $518.8 million. Common and Preferred Stock The Company’s amended and restated certificate of incorporation following the Business Combination authorizes the issuance of 690,000,000 shares, consisting of: (a) 440,000,000 shares of general common stock (“General Common Stock”), including: (i) 400,000,000 shares of common stock, and (ii) 40,000,000 shares of Special Voting Common Stock (“Special Voting Common Stock”), and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As of December 31, 2022, the Company had reserved the following shares of common stock for future issuance: December 31, 2022 Conversion of exchangeable shares 20,389,216 Outstanding stock options 36,679,007 Outstanding restricted stock units (“RSUs”) 11,691,813 Outstanding market stock units (“MSUs”) 12,059,978 Outstanding warrants liability 14,499,946 Shares issuable pursuant to Earn Out liability 14,500,000 Outstanding Delayed Draw Note warrants liability 2,475,000 Shares available for grant under the Employee Stock Purchase Plan 4,872,922 Shares available for grant under the 2021 Equity Incentive Plan 8,887,778 Total common stock reserved for future issuance 126,055,660 As of December 31, 2021, the Company reserved the following shares of common stock for future issuance: December 31, 2021 Conversion of preferred stock and exchangeable shares (1) 208,995,747 Outstanding stock options 19,865,244 Options available for grant under the 2019 Equity Incentive Plan 1,859,784 Total common stock reserved for future issuance 230,720,775 ____________ (1) Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plan s 2013 and 2019 Equity Incentive Plans : Prior to consummation of the Business Combination, Legacy Sonder provided for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors, and consultants through its 2013 and 2019 Equity Incentive Plans (the “Legacy Equity Incentive Plans”). Options were granted at a price per share equal to the fair value of the underlying common stock at the date of grant. Stock options generally had a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. Each Legacy Sonder stock option from the Legacy Equity Incentive Plans that was outstanding immediately prior to consummation of the Business Combination, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (the “Exchanged Options”) equal to the product of: (i) the number of shares of Legacy Sonder common stock subject to such Legacy Sonder option immediately prior to consummation of the Business Combination; and (ii) the recapitalization option exchange ratio, as discussed in Note 15 , Business Combination . The Exchanged Options are exercisable at an exercise price per share equal to: (i) the exercise price per share of such Legacy Sonder option immediately prior to consummation of the Business Combination; divided by (ii) the recapitalization exchange ratio. Except as specifically provided in the Merger Agreement (as defined in Note 15 , Business Combination) , following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Legacy Sonder option immediately prior to the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. Sonder Holdings Inc. 2021 Management Equity Incentive Plan : In connection with the Business Combination, GMII’s stockholders approved the 2021 Management Equity Incentive Plan (the “2021 Management Equity Incentive Plan”). Employees, including directors and officers, and consultants who receive awards under the 2021 Management Equity Incentive Plan may receive their pro-rata share of awards up to an aggregate of 14,500,000 shares of common stock that will vest upon the common stock achieving certain benchmark share prices as contemplated by the Merger Agreement (as defined in Note 15 , Business Combination). If these benchmark share prices are not achieved within the period specified in the Merger Agreement (as defined in Note 15 , Business Combination), the unvested awards will not be issued. Sonder Holdings Inc. 2021 Equity Incentive Plan : In connection with the Business Combination, GMII’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan became effective upon consummation of the Business Combination and succeeds the Legacy Equity Incentive Plans. Under the 2021 Equity Incentive Plan, the Company may grant options, stock appreciation rights, restricted stock, RSUs, and performance awards to employees, directors, and consultants. Options are granted at a price per share equal to the fair value of the underlying common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant. RSUs typically have a cliff vesting period of one year and continue to vest quarterly thereafter. The Company is authorized to issue up to 26,002,371 shares under this plan, of which 8,887,778 shares remain available for future grants at December 31, 2022. The total number of shares that may be issued under the 2021 Equity Incentive Plan will automatically increase on the first trading day of each calendar year, which began in calendar year 2022, by a number of shares equal to the least of: (i) 32,820,155 shares; (ii) 12.5% of the total number of shares outstanding as of immediately following consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of company special voting stock to be issued immediately following consummation of the Business Combination); (iii) five percent (5.0%) of the total number of shares outstanding on the last day of the immediately preceding fiscal year; and (iv) a lesser number of shares determined by the administrator. Sonder Holdings Inc. 2021 Employee Stock Purchase Plan : In connection with the Business Combination, GMII’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at 85.0% of stock price on the first trading day of the offering period or on the last day of the offering period, whichever is lower. Employees can contribute up to 15.0% of their eligible compensation to purchase shares. The ESPP provides for either (i) a 27-month offering period, or (ii) such shorter period as may be established by the administrator from time to time. The Company is authorized to issue up to 4,872,922 shares under the ESPP, all of which remain available for future issuance as of December 31, 2022. The number of shares of common stock available for issuance under the ESPP will automatically be increased on the first day of each fiscal year, which began in calendar year 2022 and ends in the 2041 fiscal year, equal to the least of: (i) 6,564,031 shares of common stock; (ii) 2.5% of the total number of shares of common stock outstanding immediately following consummation of the Business Combination (including the number of shares of common stock reserved for issuance upon the exchange of Canadian Exchangeable Shares (as defined in the Merger Agreement) issued in the Sonder Canada Share Capital Reorganization (as defined in the Merger Agreement) corresponding to shares of Company special voting stock to be issued immediately following consummation of the Business Combination); (iii) one percent (1.0%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year; or (iv) a lesser number of shares determined by the administrator. Stock Option Repricing On December 1, 2022 (the “Repricing Date”), the Company closed an offer to reprice certain eligible stock options, whether vested or unvested, with modified vesting terms such that all previously vested options became unvested on the Repricing Date. For senior leadership employees, the first vest date was modified to 12 months from the Repricing Date. For other employees, the first vest date was modified to six months from the Repricing Date. On the revised first vesting date, any options that were previously vested or would have become vested under the previous vesting schedule will vest in full, while the remaining unvested options will resume vesting under the original vesting schedule. As a result of the repricing, the exercise price for a total of 20,292,621 options was reduced to $1.74 per share, or the closing price of the Company’s common stock on the Repricing Date. As a result of the repricing, total incremental expense to be recognized over the remaining requisite service period of the repriced options was determined to be $8.4 million, $0.4 million of which was recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. Stock-based Compensation Expense Total stock-based compensation expense is as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Operations and support $ 4,573 $ 2,516 $ 1,710 General and administrative 14,832 20,839 4,336 Research and development 3,189 1,740 1,171 Sales and marketing 363 152 6 Total stock-based compensation expense $ 22,957 $ 25,247 $ 7,223 During the year ended December 31, 2022, the Company recorded stock-based comp ensation expense of $1.7 million related to accelerated awards in connection with the departure of certain executives, which is included in general and administrative in the consolidated statement of operations and comprehensive loss. There were no such instances of accelerated awards related to terminations in the years ended December 31, 2021 and 2020. Stock Options : The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of st ock options is estimated using the Black-Scholes option-pricing model. During the years ended December 31, 2022, 2021, and 2020 the Company recorded stock-based compensation expense from stock options of approximately $14.3 million, $13.6 million, and $7.2 million, respectively. The Company recognizes only the portion of the option award granted that is ultimately expected to vest as compensation expense and elects to recognize gross share-based compensation expense with actual forfeitures as they occur. The fair value of each stock option award is estimated using the Black-Scholes option-pricing model, which uses the fair value of the Company’s common stock and requires the input of the following subjective assumptions: Expected term. The expected term for options granted to employees, officers, and directors is based on the historical pattern of option exercise behavior and the period of time they are expected to be outstanding. Expected volatility. The expected volatility is based on the average volatility of similar public entities within the Company’s peer group as the Company’s stock has not been publicly trading for a long enough period to rely on its own expected volatility. Expected Dividends. The dividend assumption is based on the Company’s historical experience. To date, Company has not paid any dividends on its common stock. Risk-Free Interest Rate. The risk-free interest rate used in the valuation is the implied yield currently available on the United States Treasury zero-coupon issues, with a remaining term equal to the expected life term of the Company’s options. The following table summarizes the key assumptions used to determine the fair value of the Company’s stock options granted to employees, non-employees, officers, and directors: Year ended December 31, 2022 2021 2020 Expected term (in years) 4.09 - 6.25 3.99 - 4.02 5.79 Expected volatility 50.0% - 55.4% 62.7% - 64.2% 62.9% - 69.1% Dividend yield — % — % — % Risk-free interest rate 1.79% - 4.34% 0.40% - 1.00% 0.44% - 1.46% Weighted-average grant-date fair value per share $0.87 - $2.13 $4.54 - $6.59 $2.51 - $2.77 Option activity under the Company’s equity incentive plans was as follows (in thousands, except shares, per share, and term in years): Options Outstanding Number of Weighted- Weighted- Aggregate Balance as of December 31, 2020 19,772,797 $ 1.96 7.97 $ 19,219 Granted 16,654,385 $ 6.66 Exercised (2,225,859) $ 1.72 Forfeited (2,462,473) $ 6.13 Canceled (1,032,001) $ 2.06 Balance as of December 31, 2021 30,706,850 $ 2.55 8.48 $ 107,556 Granted 12,584,308 $ 1.96 Exercised (931,362) $ 1.68 Forfeited (5,140,606) $ 5.18 Canceled (540,183) $ 3.10 Balance as of December 31, 2022 36,679,007 $ 1.99 7.63 $ 87,512 As of December 31, 2022 Options vested and exercisable 11,685,136 $ 2.32 5.19 $ 87,512 Options vested and expected to vest 36,679,007 $ 1.99 7.63 $ 87,512 The weighted-average grant-date fair value of options granted during the year ended December 31, 2022 was $0.93. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $4.99 and $2.60, prior to application of the recapitalization exchange ratio discussed above. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $2.7 million, $14.5 million, and $3.3 million, respectively. Performance and Market-based Equity Awards : On November 15, 2019, the Legacy Sonder Board of Directors (t he “Legacy Sonder Board”) granted an award to Francis Davidson, the Company’s Chief Executive Officer (“CEO”), for a total of 5,613,290 options (the “2019 CEO Option Award”), which Mr. Davidson exercised in full in December 2020, with a promissory note payable to the Company in the amount of $24.6 million (the “Promissory Note”). 2,041,197 of these options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-Based Options”), subject to Mr. Davidson’s continuous employment with the Company, and 3,572,093 options were performance-based (the “CEO Performance Awards”) that had vesting terms as follows, subject to Mr. Davidson’s continuous employment with the Company at each such event (the “Performance Conditions”): (i) 1,530,897 performance awards upon an initial public offering (“IPO”), if certain share price targets are met (the “IPO Condition”); (ii) 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and (iii) 1,020,598 performance awards upon the Company achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The Promissory Note. The Promissory Note discussed above bore interest at the rate of 2.0% per annum, compounding semiannually. The principal amounts and accrued interest were due upon the consummation of the Business Combination. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it was considered to be non-recourse for accounting purposes and thus was not recorded in the consolidated balance sheets as a receivable. At December 31, 2021, the aggregate borrowings outstanding under the Promissory Note, including interest, was $25.2 million. On January 14, 2022, the aggregate outstanding principal amount and interest under the Promissory Note was repaid in full as a result of Mr. Davidson selling 1,855,938 shares of Legacy Sonder common stock to the Company at a repurchase price of $13.85 per Legacy Sonder common share (number of shares and amount per share is not adjusted for the application of the recapitalization exchange ratio discussed above ), which was equal to the fair value of a share of Legacy Sonder common stock as of the repurchase date, for a total aggregate repurchase price of $25.7 million . The Service-Based Options. The fair value of the Service-Based Options was estimated using the Black-Scholes option pricing model. The grant date fair value of these awards was $3.2 million and was recognized on a straight-line basis over the term of the award. 2021 Modification of the 2019 CEO Option Award . During the three months ended March 31, 2021, the CEO Performance Awards were modified to accelerate the vesting of the IPO Condition and the Qualified Financing Condition because the Legacy Sonder Board desired to reward Mr. Davidson in leading the Company to perform above expectations given the economic impact of the COVID-19 pandemic, especially in the hospitality sector, and additionally, engaging the Company in potential strategic transactions which resulted in increased company valuations. While the vesting of the options under the Market Capitalization Condition were not accelerated by the Legacy Sonder Board, the Legacy Sonder Board approved a resolution clarifying that the Market Capitalization Condition would be eligible to vest in connection with a business combination with a special purpose acquisition company that otherwise achieves the applicable Market Capitalization Condition using an equivalent share price rather than the market capitalization. The modification-date fair values of the CEO Performance Awards was estimated using a Monte Carlo simulation. The Monte Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include the Company’s expected stock price volatility over the expected term of the award, historical and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. The Company recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition wi ll be met through the time the service-based vesting condition has been achieved. The Company did not recognize expense related to the IPO Condition and the Qualified Financing Condition during the year ended December 31, 2020, as it was not deemed probable that the conditions would be achieved. The Company recognized $11.6 million in expense related to the acceleration of the IPO Condition and the Qualified Financing Condition during the year ended December 31, 2021, and did not recognize expense related to the IPO Condition or Qualified Financing Condition during the year ended December 31, 2022. Additionally, during the year ended December 31, 2022, the Company recognized $1.5 million in stock-based compensation expense related to the vesting of the Market Capitalization Condition. The Company did not recognize expense related to the vesting of the Market Capitalization Condition during the years ended December 31, 2021 and 2020. The 2021 CEO Option Award. On February 18, 2021, the Legacy Sonder Board granted a total of 3,061,794 options to Mr. Davidson (the “2021 CEO Option Award”). The options vest upon the successful consummation of the Business Combination and upon certain share price milestones, subject to Mr. Davidson’s continuous employment at the Company during each such event. The Company recognized $2.2 million in expense related to the 2021 CEO Option Award during the year ended December 31, 2022 and did not recognize expense related to the 2021 CEO Option Award during the years ended December 31, 2021 and 2020. The grant-date fair value of the 2021 CEO Option Award was estimated using the Monte Carlo simulation. The grant-date fair value of the 2021 CEO Option Award on the grant date was $3.0 million. 2022 Modification of the 2019 CEO Option Award and the 2021 CEO Option Award. On December 28, 2022, the 2019 CEO Option Award shares subject to the Market Capitalization Condition and the 2021 CEO Option Award were amended. The amendments modified the vesting terms of the awards to align more closely with macroeconomic trends and the Company's performance. Prior to the amendments, the 2019 CEO Option Award included that the estimated price per share of the Company’s common stock that would be required to meet the market capitalization goal of $5.0 billion by November 19, 2026 was approximately $18.05. Pursuant to the amendments, adjustments were made to the performance goal required to be achieved by November 19, 2026 from a market capitalization goal of $5.0 billion to a stock price target of $5.27. Prior to the amendments, the 2021 CEO Option Award market value targets required to be achieved by December 31, 2023, December 31, 2024, and December 31, 2025 were approximately $15.20, $21.10, and $24.05. Pursuant to the amendment, the adjusted dates for the market value targets to be achieved, and the market value targets required to be achieved were changed to December 31, 2025, December 31, 2026 and December 31, 2027, and to $4.53, $6.39, and $7.14, respectively. The amendment represented a modification of the awards. The impact of the modification was immaterial to the consolidated financial statements for the year ended December 31, 2022 and resulted in approximately $1.5 million of incremental expense to be recognized in future years, over the remaining life of the awards. RSUs : The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the year ended December 31, 2022, the Company recorded stock-based compensation expense from RSUs of approximately $4.4 million. No stock-based compensation expense from RSUs was recorded in 2021 or 2020. RSU activity under the Company’s equity incentive plans was as follows: RSUs Outstanding Number of RSUs Weighted- Unvested as of December 31, 2021 72,254 $ 8.94 Granted 15,741,284 $ 2.17 Vested (1,200,657) $ 2.26 Forfeited (2,921,068) $ 2.11 Unvested as of December 31, 2022 11,691,813 $ 2.21 MSUs : In May 2022, the Company issued MSUs to certain key executives in accordance with the Company’s 2021 Management Equity Incentive Plan. One-sixth of the MSUs vest upon (including prior to but contingent on) the occurrence of each of six distinct triggering events, including if certain share price targets are met, within the five-year period ending July 17, 2027. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share calculations and share amounts for all periods prior to the Business Combination presented below have been retrospectively adjusted for the equivalent number of shares outstanding immediately after consummation of the Business Combination to effect the reverse recapitalization. Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding. The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except number of shares and per share information): Year ended December 31, 2022 2021 2020 Numerator: Net loss $ (165,742) $ (294,387) $ (250,316) Less: Net loss attributable to convertible and exchangeable preferred stockholders — — — Net loss attributable to common stockholders $ (165,742) $ (294,387) $ (250,316) Denominator: Weighted average basic common shares outstanding 206,037,605 11,765,912 9,195,258 Add: Dilutive effect of outstanding stock awards — — — Weighted average diluted common shares outstanding 206,037,605 11,765,912 9,195,258 Net loss per common share: Basic $ (0.80) $ (25.02) $ (27.22) Diluted $ (0.80) $ (25.02) $ (27.22) The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: Year ended December 31, 2022 2021 2020 Options to purchase common stock 36,679,007 30,679,883 19,772,797 Common stock subject to repurchase or forfeiture 1,913,244 2,432,899 6,700,050 Outstanding RSUs 11,691,813 — — Outstanding MSUs 12,059,978 — — Redeemable convertible preferred stock (1) — 111,271,424 111,121,035 Exchangeable shares 20,389,216 32,296,539 32,334,299 Total common stock equivalents 82,733,258 176,680,745 169,928,182 ____________ (1) Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021 and 2020. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies Surety Bonds A portion of the Company’s leases are supported by surety bonds provided by affiliates of certain insurance companies. At December 31, 2022, the Company had commitments from five surety providers in the amount of $67.1 million, of which $35.4 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financ ial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and the Company’s corporate credit rating. Legal and Regulatory Matters The Company has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matter described below. Except as described below, the Company is not currently a party to any litigation or legal proceedings that, in the opinion of management, is likely to have a material adverse effect on the Company’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, possible restrictions on the business as a result of settlement or adverse outcomes, and other factors. In February 2020, the Company was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “Broad Street Property”). Due to the failure of the owner of the Broad Street Property (the “Broad Street Landlord”) to address the Legionella bacteria contamination and the associated health risks posed to guests, the Company withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. The Company filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. No ruling was issued by the judge. The motion for summary judgment is now under submission. The Company intends to vigorously defend itself and management believes that the claims of the Broad Street Landlord are without merit. The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded an estimated accrual of $5.8 million and $5.3 million in the accrued liabilities line item of the consolidated balance sheets as of December 31, 2022 and 2021, respectively. Management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on management’s current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Tax Contingencies The Company is subject to audit or examination by various domestic and foreign tax authorities with regards to tax matters. Income tax examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes or net operating losses with respect to years under examination as well as subsequent periods. Indirect tax examinations may lead to ordinary course adjustments or proposed adjustments to transaction taxes which may increase operating expenses. The Company establishes an accrued liability for loss contingencies related to tax matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded estimated accruals of $7.9 million and $4.4 million in the taxes payable line item of the consolidated balance sheets as of December 31, 2022 and 2021, respectively, for such matters. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact the Company’s tax contingencies. Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months the Company will receive additional assessments by various tax authorities or possibly reach resolution of tax controversies in one or more jurisdictions. These assessments or settlements could result in changes to the Company’s contingencies related to positions on prior years’ tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements, and the range of possible outcomes is not currently estimable. Indemnifications The Company has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors. No demands have been made for the Company to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that management is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. In the ordinary course of business, the Company has included limited indemnification provisions under certain agreements with parties with whom it has commercial relations of varying scope and terms with respect to certain matters, including losses arising out of its breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no material costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's provision for income taxes was approximately $0.5 million, $0.2 million, and $0.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 State $ 120 $ 113 $ 104 Foreign 413 129 219 Provision for income taxes $ 533 $ 242 $ 323 The domestic and foreign components of loss before income taxes were as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Domestic $ (94,544) $ (261,852) $ (148,332) Foreign (70,665) (32,293) (101,661) Loss before income taxes $ (165,209) $ (294,145) $ (249,993) A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Income tax at U.S. statutory rate of 21.0% $ (34,695) $ (61,771) $ (52,499) Foreign tax rate differential (1,528) (7,645) (889) State income taxes, net of federal benefit 95 89 (8,553) Tax credits (873) (1,753) (1,214) Stock-based compensation 1,823 1,389 66 Convertible debt instruments (31,584) 5,399 — Capital loss 16,105 (9,640) — Non-deductible expenses and other, net (434) (2,362) 220 Change in valuation allowance 51,624 76,536 63,192 Total provision for income taxes $ 533 $ 242 $ 323 The components of the Company’s net deferred tax assets and liabilities were as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss and capital loss carryforwards $ 172,955 $ 152,091 Credit carryforwards 6,136 4,936 Fixed and intangible assets 18,601 17,870 Deferred rent — 9,128 Deferred revenue 10,776 6,245 Interest expense carryforward 9,257 4,097 Stock-based compensation 8,360 5,284 Operating lease liabilities 271,846 — Other 13,985 5,892 Gross deferred tax assets 511,916 205,543 Valuation allowance (262,638) (205,543) Total deferred tax assets, net of valuation allowance $ 249,278 $ — Deferred tax liabilities: Right-of-use assets 249,278 — Net deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the federal, state, and foreign net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $57.1 million, $83.5 million, and $63.2 million during the years ended December 31, 2022, 2021, and 2020 respectively. As of December 31, 2022, the Company had tax net operating loss carryforwards for federal, state, and foreign purposes of approximately $520.3 million, $449.2 million, and $163.6 million, respectively, and as of December 31, 2021, it had tax net operating loss carryforwards for federal, state, and foreign purposes and capital loss carryforwards for federal purposes of approximately $414.8 million, $389.6 million, $120.6 million, and $62.0 million, respectively. Of the federal net operating loss carryforwards, $41.0 million will begin to expire in 2035, and $479.3 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027. As a result of consummation of the Business Combination, the foreign capital loss carryforwards available to the Company at December 31, 2021 expired and the Company is no longer eligible to utilize them in future periods. Utilization of the U.S. Federal and state net operating loss, tax credits, and disallowed business interest expense carryforwards will be subject to an annual limitation due to the ownership change limitations provided by the U.S. Tax Code and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Additionally, as a result of consummation of the Business Combination, the Company’s ability to utilize its U.S. Federal and state net operating loss, tax credit, and disallowed business interest expense carryforwards are subject to limitations under IRC Section 382. The annual limitation may impact the Company’s ability to utilize the net operating loss, tax credits, or disallowed business interest expense carryforwards. Uncertain Tax Positions The Company has adopted authoritative guidance, which prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in its income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Beginning unrecognized tax benefits $ 1,353 $ 683 $ — Addition to tax positions related to prior years 20 417 383 Addition to tax positions related to current year 274 253 300 Subtraction to tax positions related to prior years (127) — — Ending unrecognized tax benefits $ 1,520 $ 1,353 $ 683 The Company files income tax returns in U.S. federal, various states and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state and foreign authorities, where applicable. The Company is under examination by the Canada Revenue Agency (“CRA”) for the income tax returns filed for tax years ended December 31, 2018, and 2019. As of December 31, 2022, the examination is on-going, and no proposed adjustments have been provided by the CRA. There are currently no other pending income tax examinations. The Company’s 2019 through 2021 tax years remains subject to examination in the United States. Recognition of the unrecognized tax benefits would not have an impact on the effective tax because they would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. The Company does not anticipate any significant change in the Company’s uncertain tax positions within 12 months of December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Francis Davidson Promissory Note In November 2019, Legacy Sonder entered into the Promissory Note with its CEO, Francis Davidson. At December 31, 2021, the aggregate borrowings outstanding under the note, including interest of $1.1 million, was $25.7 million. The aggregate outstanding principal amount and interest under the Promissory Note was repaid in full by Mr. Davidson prior to the consummation of the Business Combination, and as such, no balances were outsta nding at December 31, 2022. R efer to Note 10 , Equity Incentive Plans and Stock-Based Compensation, for additional details related to the Promissory Note. Convertible Notes The Company’s investors and their affiliates held $43.3 million of the $165.0 million Convertible Notes discussed in Note 7 Debt. The Convertible Notes automatically converted into shares of the Company’s common stock immediately prior to the consummation of the Business Combination. Refer to Note 7 for additional details related to the transaction. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On January 18, 2022, the Company closed the previously announced Business Combination pursuant to the Agreement and Plan of Merger, dated April 29, 2021 (as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 27, 2021 (“Amendment No. 1”)) (collectively, the “Merger Agreement”), by and among GMII, Sunshine Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub, Sunshine Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GMII, and Legacy Sonder. Pursuant to the Merger Agreement: (i) First Merger Sub merged with and into Legacy Sonder, with Legacy Sonder continuing as the surviving corporation (the “First Merger”); and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Sonder merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and, together with the other transactions contemplated by the Merger Agreement (the “Second Merger”). As a result of the First Merger, Second Merger Sub owned 100.0% of the outstanding capital stock of Legacy Sonder as the surviving corporation of the First Merger and each share of capital stock of Legacy Sonder was cancelled and converted into the right to receive the merger consideration in accordance with the terms of the Merger Agreement. As a result of the Second Merger, GMII (which was renamed Sonder Holdings Inc.) now owns 100.0% of the outstanding interests in the surviving entity of the Second Merger (the “Surviving Entity”). The aggregate merger consideration (excluding any Earn Out shares) paid to securityholders of Legacy Sonder immediately prior to the effective time of the First Merger (the “Legacy Sonder Securityholders”) in connection with the Business Combination was approximately 190,160,300 shares of GMII’s common stock (the “Common Stock”, which term (a) with reference to GMII prior to the Business Combination and the effectiveness of the Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), means the Class A common stock (“Class A Stock”) and Class F common stock (“Class F Stock”) of GMII prior to the Business Combination, and (b) with reference to the Company from and after the effectiveness of the Amended and Restated Certificate of Incorporation and the conversion of the Class F Stock in accordance with the Amended and Restated Certificate of Incorporation, means the common stock, par value $0.0001 per share, of the Company). Certain of these shares of Common Stock were reserved for issuance upon: (i) the exercise of Rollover Options (as defined below) and (ii) the exchange of the Post-Combination Exchangeable Common Stock (as defined below) corresponding to shares of Post-Combination Company Special Voting Common Stock (as defined below) issued in the Business Combination. Pursuant to the Merger Agreement: • holders of existing shares of Common Stock of Legacy Sonder, par value $0.000001 per share (the “Legacy Sonder Common Stock”) (following the conversion of each issued and outstanding share of Legacy Sonder’s preferred stock and the convertible promissory notes issued by Legacy Sonder to certain purchasers pursuant to the Note Purchase Agreement, dated March 12, 2021, as amended, into shares of Legacy Sonder Common Stock prior to the effective time of the First Merger), received approximately 140,544,052 shares of the Company’s Common Stock, pursuant to the recapitalization exchange ratio of 1.4686 shares for each share of Legacy Sonder Common Stock held; • holders of existing shares of Special Voting Series AA Common Stock, par value $0.000001 per share (“Legacy Sonder Special Voting Common Stock”), received approximately 32,296,539 shares of the newly created Post-Combination Special Voting Common Stock, par value $0.0001 per share (“Post-Combination Special Voting Common Stock”), pursuant to the recapitalization exchange ratio of 1.4686 shares for each share of Legacy Sonder Special Voting Common Stock held; • holders of Series AA Common Exchangeable Preferred Shares (“Legacy Sonder Canada Exchangeable Common Shares”) of Sonder Canada Inc., a corporation existing under the laws of the province of Québec (“Legacy Sonder Canada”) received Post-Combination Exchangeable Common Stock whose terms provide: (i) for a deferral of any mandatory exchange caused by the Business Combination for a period of at least 12 months from the closing date of the Business Combination, and (ii) that such Post-Combination Exchangeable Common Stock shall be exchangeable for Common Stock upon the completion of the Business Combination; and • holders of options to purchase Legacy Sonder Common Stock (“Legacy Sonder Stock Options”) received options to acquire approximately 30,535,549 shares of Company’s Common Stock (“Rollover Options”), pursuant to the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held. As a result of the above, the share figures in the consolidated statement of mezzanine equity and stockholders’ deficit for the year ended December 31, 2021 have been adjusted for the application of the recapitalization exchange ratio of 1.4686 per share. In addition, all options were adjusted for the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held. Following consummation of the Business Combination, the Company owned all of the issued and outstanding equity interests in Legacy Sonder and its subsidiaries, and the Legacy Sonder Securityholders held approximately 79.7% of the Company. Following consummation of the Business Combination, the Company’s Common Stock and the Company’s Public Warrants began trading on the Nasdaq Global Select Market under the symbols “SOND” and “SONDW,” respectively. In addition to the consideration paid upon consummation of the Business Combination, immediately prior to consummation of the Business Combination, holders of Legacy Sonder Common Stock, Legacy Sonder Canada Exchangeable Common Shares, and warrants of Legacy Sonder were entitled to receive their pro-rata share of up to an aggregate of 14,500,000 additional shares of Common Stock as consideration as a result of the Common Stock achieving certain benchmark share prices as contemplated by the Merger Agreement. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GMII was treated as the acquired company for financial statement reporting purposes. The most significant change in the Company’s reported financial position and results is an increase in cash (as compared to the Company’s consolidated balance sheet at December 31, 2021) of approximately $401.9 million, net of the payoff of $24.7 million outstanding principal of certain promissory notes which were executed under the 2018 Loan and Security Agreement, as well as non-recurring transaction costs of $58.6 million. The $401.9 million includes $159.2 million of Delayed Draw Notes, net of issuance costs. The Business Combination was treated as an acquisition of control of Legacy Sonder’s stock for tax purposes. As a result, the foreign capital loss carryforwards available to Legacy Sonder as of December 31, 2021 expired, and the Company is no longer eligible to utilize these foreign capital loss carryforwards in future periods. Legacy Sonder Canada Exchangeable Common Stock On November 4, 2022, the Company extended the date on which the Post-Combination Exchangeable Stock of Sonder Canada Inc. are subject to mandatory exchange into shares of the Company’s common stock for an additional five years to January 18, 2028, which may be extended further by Sonder Canada Inc. upon prior notice to the holders of the exchangeable shares. Closing of Private Investment in Public Equity (“PIPE”) Investments Pursuant to subscription agreements entered into in connection with the Merger Agreement (the “Existing Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 20,000,000 newly issued shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $10.00 per share, or an aggregate value of approximately $200.0 million (the “Existing PIPE Investment”). In addition, pursuant to subscription agreements entered into in connection with Amendment No.1, certain investors agreed to subscribe for an additional 11,507,074 newly issued shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) for a purchase price of $8.89 per share, or an aggregate value of approximately $102.3 million (the “New PIPE Investment”). In addition, concurrently with the execution of Amendment No. 1, GMII entered into a subscription agreement with the Sponsor whereby the Sponsor separately agreed to purchase an additional 709,711 shares of Class A Stock (which became common stock upon the effectiveness of the Amended and Restated Certificate of Incorporation) in a private placement for $10.00, or an aggregate value of approximately $7.1 million (the “Additional Sponsor PIPE Commitment” and, together with the Existing PIPE Investment and the New PIPE Investment, the “PIPE Investment”). Upon consummation of the Business Combination, the Company consummated the PIPE Investment. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ deficit for the year ended December 31, 2022 (in thousands): Cash - PIPE Financing $ 309,398 Cash - GMII trust and cash, net of redemptions 16,530 Less: transaction costs and advisory fees (58,555) Net proceeds from Business Combination and PIPE $ 267,373 Proceeds from Delayed Draw Notes, net of issuance costs 159,225 Repayment of debt (24,680) Net proceeds from Business Combination, PIPE, and Delayed Draw Notes $ 401,918 |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring ActivitiesOn June 9, 2022, the Company announced its Cash Flow Positive Plan, including a restructuring of its operations which resulted in an approximate 21.0% reduction of existing corporate roles and 7.0% reduction of existing frontline roles. In the year ended December 31, 2022, total restructuring and other charges were $4.0 million and are included in restructuring and other charges in the consolidated statement of operations and comprehensive loss. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 24, 2023, the Company’s Board of Directors adopted the Sonder Holdings Inc. 2023 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 5,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, and performance awards, and its terms are substantially similar to the 2021 Equity Incentive Plan. Awards under the Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition. On March 1, 2023, the Company announced a reduction in force affecting approximately 100 corporate roles, or 14.0% of the corporate workforce. Affected employees were informed of the reduction in force on or about March 1, 2023. The Company expects the reduction in force to be substantially complete by the end of the first quarter of 2023. Total costs and cash expenditures for the reduction in force are estimated at $2.0 million to $3.0 million, substantially all of which are related to employee severance and benefits costs and will be recognized in the first quarter of 2023. The Company expects to pay the majority of these reduction in force amounts in the first quarter of 2023. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (“VIE”) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position at December 31, 2022 and 2021 and its results of operations and comprehensive loss, mezzanine e |
Principles of Consolidation | n accordance with Accounting Standards Codification (“ASC”) 810, Consolidation and evaluates its ownership, contractual, and other interests in entities to assess whether it has a variable interest in entities in which it has a financial relationship and, if so, whether or not those entities are VIEs. For an entity to qualify as a VIE, ASC 810 requires the Company to determine if it is the primary beneficiary of the VIE, and, if so, to consolidate such entity into its consolidated financial statements. If the Company determines that it is not the primary beneficiary of the VIE, the ASC 810 requires the Company, to account for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. The Company consolidates its VIE in which it holds a controlling financial interest, and is therefore deemed the primary beneficiary. Periodically, the Company reevaluates its ownership, contractual, and other interests in entities to determine whether any changes in its interest or relationship with an entity impacts the determination of whether it is still the primary beneficiary of such entity. As of December 31, 2022 and 2021 , the Company’s consolidated VIE was not material to the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Such significant management estimates include the fair value of share-based awards, estimated useful life of software development costs, bad-debt allowances, valuation of intellectual property and intangible assets, contingent liabilities, valuation allowance for deferred tax assets, and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability and SPAC Warrants, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. |
Deferred Transaction Costs | Deferred Transaction Costs Deferred transaction costs consist of expenses incurred in connection with the Business Combination, including legal, accounting, printing, and other related costs. At December 31, 2021, deferred transaction costs totaled $8.0 million and were included in other current assets on the consolidated balance sheet. Upon consummation of the Business Combination, the deferred transaction costs were applied as a reduction of proceeds from the Business Combination, reducing additional paid-in capital. No such costs were recorded on the consolidated balance sheet at December 31, 2022. |
Segment Information | Segment Information An operating segment is defined as a component of an entity that: (i) engages in business activities from which it may earn revenues and incur expenses; (ii) is regularly reviewed by the Chief Operating Decision Maker (“CODM”) for performance assessment and resource allocation decisions; and (iii) has discrete financial information available. The Company’s CODM is its Chief Executive Officer. The Company has one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company generates revenues primarily by providing short-term or month-to-month accommodations to its guests. As a result, the Company’s performance obligation is to facilitate a stay, which is satisfied over time as the stay occurs. Revenues are recognized over time for guest stays, commencing upon guest check-in and ending at guest check-out, net of discounts and refunds. For short-term accommodations, the Company's guests agree to its Terms of Service (“ToS”) and make payments for their accommodations at the time of reservation. For month-to-month accommodations, the Company’s guests agree to its ToS and make payments for their accommodations in accordance with the related contracts. For accommodations booked through online travel agencies (“OTAs”), payments for accommodations are made by OTAs to the Company based on the ToS that the Company has with travel agencies. |
Leases | Leases The Company determines whether an arrangement is or contains a lease at inception. The lease term is also determined at lease inception and generally begins on the date the Company takes possession of the full or partial portions of leased premises. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has certain lease agreements that contain lease and non-lease components, which are accounted for as a single lease component. The Company’s leases often contain rent escalations over the lease term. The Company recognizes expense for fixed, scheduled escalations on a straight-line basis over the lease term. The Company recognizes variable expense, accounted for as discussed below, for escalations associated with a change in an index or rate. Additionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company’s ROU asset related to the lease. These are amortized through the ROU asset as reductions of expense over the lease term. Certain leases contain variable costs such as real estate taxes, insurance, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within operations and support for the properties used for guests and within general and administrative for warehouses and corporate offices in the accompanying consolidated statements of operations and comprehensive loss. For leases with an initial non-cancelable lease term of less than one year and no option to purchase, the Company elected not to recognize the lease on its consolidated balance sheets and instead recognize rent payments on a straight-line basis over the lease term within operations and support on its consolidated statements of operations. |
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash. Cash is held in checking and interest-bearing accounts, and is recorded at cost, which approximates fair value. Restricted cash consists of cash collateral for standby letters of credit with a bank that were issued to the Company’s real estate owners and for collateral required by the bank to support the Company's corporate credit card programs. |
Fair Value Measurements | Fair Value Measurements The Company applies fair value accounting for certain financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5, Fair Value Measurement and Financial Instruments, for additional information. |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance Trade accounts receivable are recorded for guest stays primarily from bookings made through OTAs or through the Company’s sales personnel where payments are made to the Company after guest check-outs. Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and, accordingly, believes minimal credit risk exists with respect to these instruments. Certain of the Company’s cash balances held with financial institutions are in excess of Federal Deposit Insurance Corporation limits. The Company believes no significant concentration risk exists with respect to its cash. |
Property and Equipment, net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows: Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years |
Internal-Use Software | Internal-Use Software The Company capitalizes certain costs associated with software developed or obtained for internal use, which includes its booking and pricing platform, mobile apps, and website development. The Company capitalizes costs when preliminary software development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for software enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the enhancements. |
Foreign Currency | Foreign Currency The Company's reporting currency is the U.S. dollar. Functional currency is determined for each of the Company's foreign subsidiaries by reviewing its operations and currencies used in its primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than the U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations and comprehensive loss amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in cumulative translation adjustment as a component of stockholders’ deficit in the consolidated balance sheets. |
Cost of Revenue | Cost of Revenue The Company’s c ost of revenue primarily consists of fixed and variable lease costs to real estate owners for live units, cleaning costs, and payment processing charges. |
Operations and Support | Operations and Support Operations and support costs are related to guest-facing functions and variable expenses associated with property-level operations, such as customer service agents and hospitality agents, depreciation of property and equipment, utilities, costs to open new properties, and the cost of guest-room consumable items and low-cost furnishings. These costs are expensed as incurred. |
General and Administrative | General and Administrative General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as legal, finance and accounting, public policy, and human resources. It also includes certain professional services fees, corporate offices, technology expenses, bad debt expense, general corporate and director and officer insurance, and other corporate-level expenses the Company incurs to manage and support its operations. These costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenses primarily consist of personnel-related expenses and an allocation of facility expenses incurred in connection with the development of the Company’s existing and new services. These costs are expensed as incurred. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses primarily consist of advertising expenses, personnel-related expenses for sales, marketing, and branding, as well as service charges for bookings made through OTAs. These costs are expensed as incurred. |
Advertising expenses | Advertising Expenses Advertising expenses, a majority of which consist of internet and social media marketing |
Stock-Based Compensation Related to Stock Options and Restricted Stock Units (“RSUs”) | Stock-Based Compensation Related to Stock Options and Restricted Stock Units (“RSUs”) The Company recognizes stock-based compensation expense related to stock options and RSUs in the consolidated statements of operations and comprehensive loss on a straight-line basis over the requisite service period, which is generally four years. The compensation expense related to stock options is based on the fair value of stock options using the Black-Scholes-Merton option-pricing model on the grant date, which requires the use of highly subjective and complex assumptions, including the value of the underlying stock on the date of grant for options granted before the Company was publicly traded, the expected term of the option, the price volatility of the underlying stock, expected dividend yield, and risk-free interest rate. The compensation expense related to RSUs is based on the closing fair market value of our common stock. The Company estimates the expected term for options based on its historical pattern of option exercise behavior and the period of time options are expected to be outstanding. The contractual term of the Company's stock options is generally ten years. The Company estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly traded companies. Dividend yields have been, and are expected to be, zero given the Company's dividend payment history and plans. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the grant date with a maturity equal to the expected term of the stock option award. The Company has elected to account for forfeitures of stock-based compensation awards as they occur. Stock-Based Compensation Related to Performance and Market-Based Awards The Company recognizes the compensation expense related to performance and market-based awards based on its estimate of the fair value of the award using a Monte-Carlo simulation on the grant date. The Monte-Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include the Company’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. The Company recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The Company recognizes compensation expense for its market-based awards over the requisite service period using the accelerated attribution method. |
Restructuring Charges | Restructuring Charges Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized in the restructuring and other charges line item of the consolidated statements of operations and comprehensive loss, and related liabilities are recorded within accrued liabilities and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company has recorded a full valuation allowance against its deferred tax assets due to its history of losses. The Company is subject to income taxes in the United States and foreign jurisdictions in which it does business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of the Company's foreign earnings may also be taxable in the United States. Accordingly, the Company's effective tax rate is subject to significant variation due to several factors, including variability in the Company's pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how the Company does business, changes in the Company's deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties, if any, related to income tax matters as a component of income tax expense. Taxes payable on the Company’s consolidated balances sheets at December 31, 2022 and 2021 includes both income taxes payable and indirect taxes payable. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) primarily consists of foreign currency translation adjustments related to consolidation of foreign entities. Other comprehensive loss is recorded as a component of stockholders’ deficit and is excluded from net loss. |
Contingencies | Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Related legal fees are expensed as incurred. |
Reclassification | Reclassification Certain amounts reported in previous consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net income, total assets, or total stockholders’ deficit. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10, and 2020-05. The guidance requires the recognition of ROU assets and lease liabilities on the balance sheet for substantially all leases under U.S. GAAP. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROU asset and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. On January 1, 2022, the Company recognized $1.0 billion in operating lease ROU assets, $1.1 billion of operating lease liabilities, and a $66.1 million reduction to deferred rent, which was recorded as a reduction to the ROU asset measured on the adoption date. Refer to Note 8, Leases, for further discussion of the Company’s lease accounting. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. As amended by ASU 2022-06, the standard is effective upon issuance through December 31, 2024 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. The Company does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment, Net | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows: Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Furniture and fixtures $ 72,483 $ 52,334 Computers and software 11,013 6,289 Internal-use software 14,976 12,283 Office equipment and other 722 678 Leasehold improvements 1,995 314 Property and equipment 101,189 71,898 Less accumulated depreciation (66,263) (44,437) Property and equipment, net $ 34,926 $ 27,461 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect (in thousands): Year ended December 31, 2022 2021 2020 Direct revenue $ 217,805 $ 120,219 $ 59,340 Indirect revenue 243,278 112,725 56,338 Total revenue $ 461,083 $ 232,944 $ 115,678 |
Revenue by Geographical Area | Revenue by geographic area is determined based on the location where the guest stays and was as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Americas United States $ 306,853 $ 167,462 $ 85,891 Other Americas (1) 36,563 10,830 5,520 Total Americas 343,416 178,292 91,411 Europe, Middle East, and Africa (“EMEA”) Great Britain 28,922 16,910 8,607 United Arab Emirates 51,180 26,977 10,328 Other EMEA 37,565 10,765 5,332 Total EMEA 117,667 54,652 24,267 Total revenue $ 461,083 $ 232,944 $ 115,678 ______________ (1) As of December 31, 2022, 2021, and 2020, Other Americas is comprised of Canada and Mexico. |
Allowance for Doubtful Accounts | The following table summarizes the activity in the Company's allowance for doubtful accounts balance for each period indicated (in thousands): Year ended December 31, 2022 2021 Beginning balance $ 4,127 $ 2,570 Additions 1,622 4,719 Write-offs, net of recoveries (4,777) (3,162) Ending balance $ 972 $ 4,127 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Other Current Assets | Other current assets consists of the following (in thousands): December 31, 2022 2021 Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances (1) $ — $ 8,206 Non-income-related tax assets 8,092 6,728 Deposits due from landlords 928 1,165 Other current assets 1,045 317 Total other current assets $ 10,065 $ 16,416 ____________ (1) At December 31, 2022, FF&E and leasehold improvement allowances are included in the operating lease ROU assets and operating lease liabilities line items of the consolidated balance sheets, respectively, in conjunction with the adoption of ASC 842, Leases. |
Schedule of Other Non-Current Assets | Other non-current assets consists of the following (in thousands): December 31, 2022 2021 Long-term deposits due from landlords $ 15,417 $ 14,010 Deferred transaction costs — 8,027 Debt issuance costs on undrawn credit facilities 666 — Other non-current assets 187 — Total non-current assets $ 16,270 $ 22,037 |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 5,102 $ 5,607 Accrued legal expenses 1,074 595 Accrued interest — 2,503 Accrued other liabilities 13,955 10,852 Total accrued liabilities $ 20,131 $ 19,557 |
Fair Value Measurement and Fi_2
Fair Value Measurement and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured on Recurring Basis | The following table summarizes the Company’s Level 1, Level 2 and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Level 1 Level 2 Level 3 Total Earn Out liability $ — $ — $ 2,417 $ 2,417 Public Warrants 630 — — 630 Private Placement Warrants — — 275 275 Total financial liabilities measured and recorded at fair value $ 630 $ — $ 2,692 $ 3,322 At December 31, 2021, there were no assets or liabilities measured using Level 1 or Level 2 inputs. At December 31, 2021, the share-settled redemption feature and the preferred stock warrant liabilities were recorded in convertible notes and other non-current liabilities, respectively, in the consolidated balance sheet . The following table summarizes the Company’s Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Level 3 Preferred stock warrant liabilities $ 3,288 Share-settled redemption feature 30,322 Total financial liabilities measured and recorded at fair value $ 33,610 |
Schedule of Financial Liabilities Measured at Fair Value | The following table represents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2022 (in thousands): Level 3 Beginning balance at January 1, 2022 $ 33,610 Recognition of Earn Out Liability 98,117 Private Placement Warrants liability recognized upon consummation of Business Combination 14,465 Decrease in fair value of Earn Out liability (95,700) Decrease in fair value of share-settled redemption feature upon conversion of Convertible Notes (30,322) Decrease in fair value of Private Placement Warrants liability (14,190) Conversion of preferred stock warrant liabilities to equity (3,288) Total financial liabilities measured and recorded at fair value $ 2,692 The following table presents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2021 (in thousands): Level 3 Beginning balance at January 1, 2021 $ 1,140 Recognition of share-settled redemption feature 45,156 Decrease in fair value of share-settled redemption feature (14,834) Increase in fair value of preferred stock warrant liabilities 2,148 Total financial liabilities measured and recorded at fair value $ 33,610 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the Company's assets are as follows: Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Furniture and fixtures $ 72,483 $ 52,334 Computers and software 11,013 6,289 Internal-use software 14,976 12,283 Office equipment and other 722 678 Leasehold improvements 1,995 314 Property and equipment 101,189 71,898 Less accumulated depreciation (66,263) (44,437) Property and equipment, net $ 34,926 $ 27,461 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net | Long term debt, net consisted of the following at the dates indicated (in thousands): December 31, 2022 December 31, 2021 Principal balance, including capitalized paid-in-kind interest $ 183,245 $ 11,361 Less: Debt discount related to Delayed Draw Warrants, net of amortization (4,945) — Less: unamortized deferred issuance costs (5,350) (625) Long-term debt, net $ 172,950 $ 10,736 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | Components of operating lease expense were as follows (in thousands): Year ended December 31, 2022 Operating lease cost $ 268,810 Short-term lease cost 3,203 Variable lease cost (2,582) Total operating lease cost $ 269,431 Supplemental information related to operating leases was as follows (in thousands): Year ended December 31, 2022 Cash payments for operating leases $ 218,434 New operating lease ROU assets obtained in exchange for operating lease liabilities $ 356,157 |
Schedule of Future Minimum Lease Payments | At December 31, 2022, remaining maturities of operating lease liabilities were as follows (in thousands): For the year ended December 31, 2023 $ 297,127 2024 294,595 2025 275,297 2026 250,188 2027 205,674 Thereafter 653,992 Gross lease payments 1,976,873 Less: imputed interest 642,277 Total operating lease liabilities, net 1 $ 1,334,596 1 Total operating lease obligations, net excludes $9.7 million of FF&E allowances for leases that have not yet commenced. As such, total operating lease obligations, net per the above table does not agree to the consolidated balance sheet. |
Schedule of Future Minimum Lease Payments | At December 31, 2021, prior to the adoption of ASC 842, future minimum payments lease payments under non-cancelable operating leases were as follows (in thousands): For the year ended December 31, 2022 $ 279,093 2023 366,299 2024 418,156 2025 433,541 2026 403,582 Thereafter 1,641,237 Total minimum future lease payments $ 3,541,908 |
Warrants and Stockholders' De_2
Warrants and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Preferred Stock Warrants Outstanding | The Company had the following preferred stock warrants outstanding at December 31, 2021 (number outstanding and exercise price are prior to the application of the recapitalization exchange ratio discussed above): Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 |
Schedule of Post-Combination Exchangeable Shares | At December 31, 2022, the Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock (in thousands except shares and per share amounts): Shares Shares Issuance Net Aggregate Post-Combination Exchangeable Common Stock 40,000,000 20,389,216 $ 1.54 $ 31,399 $ 31,399 At December 31, 2021, the Company had the following authorized and outstanding Exchangeable Shares, prior to the application of the recapitalization exchange ratio discussed above (in thousands except shares and per share amounts): Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,517,608 9,421,190 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 $ 0.53 $ 1,359 $ 1,372 Series Seed 2 1,209,160 1,209,160 $ 0.50 $ 606 $ 605 Series Seed 3 704,380 704,380 $ 1.09 $ 787 $ 768 Series A 183,420 183,420 $ 1.36 $ 250 $ 250 Series B 2,335,500 2,335,500 $ 2.40 $ 5,610 $ 5,605 Series C 3,175,207 3,175,207 $ 5.04 $ 15,991 $ 16,003 Series D 2,057,926 1,953,125 $ 10.50 $ 20,600 $ 20,600 Series E 420,570 420,570 $ 10.77 $ 4,530 $ 4,530 Total exchangeable stock 35,192,637 21,991,418 $ — $ 49,733 $ 49,733 |
Schedule of Exchangeable and Redeemable Convertible Preferred Stock | The Company had the following authorized and outstanding redeemable convertible preferred stock at December 31, 2021 , prior to the application of the recapitalization exchange ratio discussed above ( in thousands except shares and per share amounts) : Is Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 785,420 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,702,526 328,240 0.53 $ 174 $ 174 Series Seed 2 1,719,560 470,994 0.50 $ 222 $ 235 Series Seed 2-A 1,719,560 39,406 0.50 $ 20 $ 20 Series Seed 3 704,380 — 1.09 $ — $ — Series Seed 3-A 704,380 — 1.09 $ — $ — Series A 7,023,193 6,780,333 1.36 $ 9,241 $ 9,221 Series A-1 7,023,193 — 1.36 $ — $ — Series B 15,611,276 13,218,080 2.40 $ 27,105 $ 31,723 Series B-1 15,611,276 — 2.40 $ — $ — Series C 19,070,648 12,143,631 5.04 $ 56,496 $ 61,204 Series C-1 19,070,648 3,513,536 5.04 $ 17,708 $ 17,708 Series D 21,603,476 3,481,893 10.50 $ 35,808 $ 36,560 Series D-1 21,603,476 16,049,365 10.50 $ 168,518 $ 168,518 Series E 34,932,992 18,956,184 10.77 $ 203,189 $ 204,159 Total redeemable convertible preferred stock 173,803,110 75,767,082 — $ 518,750 $ 529,938 |
Schedule of Shares of Common Stock Reserved for Future Issuance | As of December 31, 2022, the Company had reserved the following shares of common stock for future issuance: December 31, 2022 Conversion of exchangeable shares 20,389,216 Outstanding stock options 36,679,007 Outstanding restricted stock units (“RSUs”) 11,691,813 Outstanding market stock units (“MSUs”) 12,059,978 Outstanding warrants liability 14,499,946 Shares issuable pursuant to Earn Out liability 14,500,000 Outstanding Delayed Draw Note warrants liability 2,475,000 Shares available for grant under the Employee Stock Purchase Plan 4,872,922 Shares available for grant under the 2021 Equity Incentive Plan 8,887,778 Total common stock reserved for future issuance 126,055,660 As of December 31, 2021, the Company reserved the following shares of common stock for future issuance: December 31, 2021 Conversion of preferred stock and exchangeable shares (1) 208,995,747 Outstanding stock options 19,865,244 Options available for grant under the 2019 Equity Incentive Plan 1,859,784 Total common stock reserved for future issuance 230,720,775 ____________ (1) Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation expense is as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Operations and support $ 4,573 $ 2,516 $ 1,710 General and administrative 14,832 20,839 4,336 Research and development 3,189 1,740 1,171 Sales and marketing 363 152 6 Total stock-based compensation expense $ 22,957 $ 25,247 $ 7,223 |
Schedule of Key Assumptions used to Determine Fair Value of Stock Options | The following table summarizes the key assumptions used to determine the fair value of the Company’s stock options granted to employees, non-employees, officers, and directors: Year ended December 31, 2022 2021 2020 Expected term (in years) 4.09 - 6.25 3.99 - 4.02 5.79 Expected volatility 50.0% - 55.4% 62.7% - 64.2% 62.9% - 69.1% Dividend yield — % — % — % Risk-free interest rate 1.79% - 4.34% 0.40% - 1.00% 0.44% - 1.46% Weighted-average grant-date fair value per share $0.87 - $2.13 $4.54 - $6.59 $2.51 - $2.77 |
Schedule of Option Activity | Option activity under the Company’s equity incentive plans was as follows (in thousands, except shares, per share, and term in years): Options Outstanding Number of Weighted- Weighted- Aggregate Balance as of December 31, 2020 19,772,797 $ 1.96 7.97 $ 19,219 Granted 16,654,385 $ 6.66 Exercised (2,225,859) $ 1.72 Forfeited (2,462,473) $ 6.13 Canceled (1,032,001) $ 2.06 Balance as of December 31, 2021 30,706,850 $ 2.55 8.48 $ 107,556 Granted 12,584,308 $ 1.96 Exercised (931,362) $ 1.68 Forfeited (5,140,606) $ 5.18 Canceled (540,183) $ 3.10 Balance as of December 31, 2022 36,679,007 $ 1.99 7.63 $ 87,512 As of December 31, 2022 Options vested and exercisable 11,685,136 $ 2.32 5.19 $ 87,512 Options vested and expected to vest 36,679,007 $ 1.99 7.63 $ 87,512 |
Schedule of RSU activity | RSU activity under the Company’s equity incentive plans was as follows: RSUs Outstanding Number of RSUs Weighted- Unvested as of December 31, 2021 72,254 $ 8.94 Granted 15,741,284 $ 2.17 Vested (1,200,657) $ 2.26 Forfeited (2,921,068) $ 2.11 Unvested as of December 31, 2022 11,691,813 $ 2.21 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except number of shares and per share information): Year ended December 31, 2022 2021 2020 Numerator: Net loss $ (165,742) $ (294,387) $ (250,316) Less: Net loss attributable to convertible and exchangeable preferred stockholders — — — Net loss attributable to common stockholders $ (165,742) $ (294,387) $ (250,316) Denominator: Weighted average basic common shares outstanding 206,037,605 11,765,912 9,195,258 Add: Dilutive effect of outstanding stock awards — — — Weighted average diluted common shares outstanding 206,037,605 11,765,912 9,195,258 Net loss per common share: Basic $ (0.80) $ (25.02) $ (27.22) Diluted $ (0.80) $ (25.02) $ (27.22) |
Schedule of Antidilutive Securities | The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: Year ended December 31, 2022 2021 2020 Options to purchase common stock 36,679,007 30,679,883 19,772,797 Common stock subject to repurchase or forfeiture 1,913,244 2,432,899 6,700,050 Outstanding RSUs 11,691,813 — — Outstanding MSUs 12,059,978 — — Redeemable convertible preferred stock (1) — 111,271,424 111,121,035 Exchangeable shares 20,389,216 32,296,539 32,334,299 Total common stock equivalents 82,733,258 176,680,745 169,928,182 ____________ (1) Includes the warrants reclassified to equity as of December 31, 2021 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2021 and 2020. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2022, 2021, and 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): Year ended December 31, 2022 2021 2020 State $ 120 $ 113 $ 104 Foreign 413 129 219 Provision for income taxes $ 533 $ 242 $ 323 |
Schedule of Loss before Provision for Income Taxes, Domestic and Foreign | The domestic and foreign components of loss before income taxes were as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Domestic $ (94,544) $ (261,852) $ (148,332) Foreign (70,665) (32,293) (101,661) Loss before income taxes $ (165,209) $ (294,145) $ (249,993) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Income tax at U.S. statutory rate of 21.0% $ (34,695) $ (61,771) $ (52,499) Foreign tax rate differential (1,528) (7,645) (889) State income taxes, net of federal benefit 95 89 (8,553) Tax credits (873) (1,753) (1,214) Stock-based compensation 1,823 1,389 66 Convertible debt instruments (31,584) 5,399 — Capital loss 16,105 (9,640) — Non-deductible expenses and other, net (434) (2,362) 220 Change in valuation allowance 51,624 76,536 63,192 Total provision for income taxes $ 533 $ 242 $ 323 |
Schedule of Deferred Tax Assets | The components of the Company’s net deferred tax assets and liabilities were as follows for the periods indicated (in thousands): Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss and capital loss carryforwards $ 172,955 $ 152,091 Credit carryforwards 6,136 4,936 Fixed and intangible assets 18,601 17,870 Deferred rent — 9,128 Deferred revenue 10,776 6,245 Interest expense carryforward 9,257 4,097 Stock-based compensation 8,360 5,284 Operating lease liabilities 271,846 — Other 13,985 5,892 Gross deferred tax assets 511,916 205,543 Valuation allowance (262,638) (205,543) Total deferred tax assets, net of valuation allowance $ 249,278 $ — Deferred tax liabilities: Right-of-use assets 249,278 — Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the periods indicated (in thousands): Year ended December 31, 2022 2021 2020 Beginning unrecognized tax benefits $ 1,353 $ 683 $ — Addition to tax positions related to prior years 20 417 383 Addition to tax positions related to current year 274 253 300 Subtraction to tax positions related to prior years (127) — — Ending unrecognized tax benefits $ 1,520 $ 1,353 $ 683 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Combinations, PIPE and Delayed Draw Notes | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ deficit for the year ended December 31, 2022 (in thousands): Cash - PIPE Financing $ 309,398 Cash - GMII trust and cash, net of redemptions 16,530 Less: transaction costs and advisory fees (58,555) Net proceeds from Business Combination and PIPE $ 267,373 Proceeds from Delayed Draw Notes, net of issuance costs 159,225 Repayment of debt (24,680) Net proceeds from Business Combination, PIPE, and Delayed Draw Notes $ 401,918 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment variableInterestEntity | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | |||
Number of variable interest entities | variableInterestEntity | 1 | ||
Deferred transaction costs | $ | $ 8 | ||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Advertising expenses | $ | $ 6.6 | $ 5.5 | $ 4.9 |
Requisite service period | 4 years | ||
Stock Options | |||
Accounting Policies [Line Items] | |||
Requisite service period | 10 years |
Basis of Presentation - Useful
Basis of Presentation - Useful Lives of Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computers and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use (“ROU”) assets | $ 1,209,486 | $ 0 | |
Operating lease liability | 1,334,596 | ||
Decrease in deferred rent including tenant improvement allowances | $ 0 | $ (66,132) | |
Cumulative Effect Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use (“ROU”) assets | $ 1,000,000 | ||
Operating lease liability | 1,100,000 | ||
Decrease in deferred rent including tenant improvement allowances | $ 66,100 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 461,083 | $ 232,944 | $ 115,678 |
Direct revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 217,805 | 120,219 | 59,340 |
Indirect revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 243,278 | $ 112,725 | $ 56,338 |
Revenue - Disaggregated Reven_2
Revenue - Disaggregated Revenues by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 461,083 | $ 232,944 | $ 115,678 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 343,416 | 178,292 | 91,411 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 306,853 | 167,462 | 85,891 |
Other Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 36,563 | 10,830 | 5,520 |
Europe, Middle East, and Africa (“EMEA”) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 117,667 | 54,652 | 24,267 |
Great Britain | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 28,922 | 16,910 | 8,607 |
United Arab Emirates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 51,180 | 26,977 | 10,328 |
Other EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 37,565 | $ 10,765 | $ 5,332 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | First Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 20.20% | ||
Revenue Benchmark | Second Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 20.10% | ||
Revenue Benchmark | Online Travel Agency, Third-Party, One | |||
Product Information [Line Items] | |||
Percentage of total revenues | 24.80% | ||
Revenue Benchmark | Online Travel Agency, Third-Party, Two | |||
Product Information [Line Items] | |||
Percentage of total revenues | 13.30% | 31% | |
Accounts Receivable | First Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 23.80% | ||
Accounts Receivable | Second Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 18.30% | ||
Accounts Receivable | Third Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 17% | ||
Accounts Receivable | Fourth Travel Agency | |||
Product Information [Line Items] | |||
Percentage of total revenues | 11.80% | ||
Accounts Receivable | Online Travel Agency, Third-Party, One | |||
Product Information [Line Items] | |||
Percentage of total revenues | 29.20% |
Revenue - Allowance for Doubtfu
Revenue - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 4,127 | $ 2,570 |
Additions | 1,622 | 4,719 |
Write-offs, net of recoveries | (4,777) | (3,162) |
Ending balance | $ 972 | $ 4,127 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets, Current [Abstract] | ||
Furniture, fixtures, and equipment (“FF&E”) and leasehold improvement allowances | $ 0 | $ 8,206 |
Non-income-related tax assets | 8,092 | 6,728 |
Deposits due from landlords | 928 | 1,165 |
Other current assets | 1,045 | 317 |
Total other current assets | 10,065 | 16,416 |
Other Assets, Noncurrent [Abstract] | ||
Long-term deposits due from landlords | 15,417 | 14,010 |
Deferred transaction costs | 0 | 8,027 |
Debt issuance costs on undrawn credit facilities | 666 | 0 |
Other non-current assets | 187 | 0 |
Total non-current assets | 16,270 | 22,037 |
Accrued Liabilities [Abstract] | ||
Accrued compensation | 5,102 | 5,607 |
Accrued legal expenses | 1,074 | 595 |
Accrued interest | 0 | 2,503 |
Accrued other liabilities | 13,955 | 10,852 |
Total accrued liabilities | $ 20,131 | $ 19,557 |
Fair Value Measurement and Fi_3
Fair Value Measurement and Financial Instruments - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 18, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | ||
Derivative Liability, Type [Extensible Enumeration] | Additional paid-in capital | |
Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Aggregate number of contingently issuable shares (in shares) | 14,500,000 | |
Earn Out liability | ||
Class of Warrant or Right [Line Items] | ||
Expected volatility | 60% | |
Dividend yield | 0% | |
Risk-free interest rate | 4% | |
Earn Out liability | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Expected term (in years) | 4 years 5 months 12 days | |
Earn Out liability | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Expected term (in years) | 4 years 6 months 10 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 0.07 |
Public Warrants | Measurement Input, Price Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants liability, measurement input | 0.571 | |
Expected term (in years) | 4 years 18 days | |
Public Warrants | Gores Metropoulos Sponsor II, LLC | ||
Class of Warrant or Right [Line Items] | ||
Number outstanding (in shares) | 9,000,000 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number outstanding (in shares) | 5,500,000 | |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 0.05 |
Delayed Draw Warrants | ||
Class of Warrant or Right [Line Items] | ||
Derivative liability | $ | $ 5.6 |
Fair Value Measurement and Fi_4
Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Other Liabilities | |||
Total financial liabilities measured and recorded at fair value | $ 3,322 | ||
Earn Out liability | |||
Other Liabilities | |||
Other non-current liabilities | 2,417 | ||
Public Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 630 | $ 23,700 | |
Private Placement Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 275 | ||
Level 1 | |||
Other Liabilities | |||
Total financial liabilities measured and recorded at fair value | 630 | ||
Level 1 | Earn Out liability | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 1 | Public Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 630 | ||
Level 1 | Private Placement Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 2 | |||
Other Liabilities | |||
Total financial liabilities measured and recorded at fair value | 0 | ||
Level 2 | Earn Out liability | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 2 | Public Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 2 | Private Placement Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 3 | |||
Other Liabilities | |||
Total financial liabilities measured and recorded at fair value | 2,692 | $ 33,610 | |
Level 3 | Earn Out liability | |||
Other Liabilities | |||
Other non-current liabilities | 2,417 | ||
Level 3 | Public Warrants | |||
Other Liabilities | |||
Other non-current liabilities | 0 | ||
Level 3 | Private Placement Warrants | |||
Other Liabilities | |||
Other non-current liabilities | $ 275 | ||
Level 3 | Preferred stock warrant liabilities | |||
Other Liabilities | |||
Other non-current liabilities | 3,288 | ||
Level 3 | Share-settled redemption feature | |||
Other Liabilities | |||
Other non-current liabilities | $ 30,322 |
Fair Value Measurement and Fi_5
Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Recognition of Earn Out Liability | $ 98,117 | $ 0 | $ 0 |
Decrease in fair value of Earn Out liability | (95,700) | 0 | 0 |
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Increase (decrease) in fair value | (14,200) | ||
Level 3 | Fair Value, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 33,610 | 1,140 | |
Ending balance | 2,692 | 33,610 | $ 1,140 |
Level 3 | Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Recognition | 14,465 | ||
Increase (decrease) in fair value | (14,190) | ||
Level 3 | Fair Value, Recurring | Share-Settled Redemption Feature | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Recognition | 45,156 | ||
Increase (decrease) in fair value | (30,322) | (14,834) | |
Level 3 | Fair Value, Recurring | Preferred Stock Warrant Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Increase (decrease) in fair value | $ 2,148 | ||
Conversion of preferred stock warrant liabilities to equity | $ (3,288) |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 101,189 | $ 71,898 | |
Less accumulated depreciation | (66,263) | (44,437) | |
Property and equipment, net | 34,926 | 27,461 | |
Depreciation and amortization expense | 23,900 | 17,700 | $ 17,000 |
Disposals of property and equipment | 2,600 | 2,500 | 12,700 |
Decrease in accumulated depreciation | 2,100 | 1,800 | 8,800 |
Gain (loss) on sale of properties | (300) | ||
Operations and Support | |||
Property, Plant and Equipment [Line Items] | |||
Loss from disposal of property and equipment | 300 | 700 | $ 3,500 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 72,483 | 52,334 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 11,013 | 6,289 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 14,976 | 12,283 | |
Office equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 722 | 678 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 1,995 | $ 314 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 18, 2022 USD ($) | Dec. 10, 2021 $ / shares shares | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Feb. 29, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2018 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from delayed draw notes | $ 159,225,000 | $ 0 | $ 0 | ||||||||
Amount outstanding | $ 172,950,000 | 172,950,000 | 10,736,000 | ||||||||
Issuance costs | 666,000 | 666,000 | 0 | ||||||||
Gain on conversion | 29,512,000 | 0 | 0 | ||||||||
Issuance of common stock upon exercise of common stock warrants | 120,000 | ||||||||||
Deferred loan issuance costs | 5,350,000 | 5,350,000 | 625,000 | ||||||||
Repayment of debt | 24,680,000 | ||||||||||
Early termination fees | 27,745,000 | 18,776,000 | 6,741,000 | ||||||||
Restricted cash | 42,562,000 | 42,562,000 | 215,000 | $ 1,641,000 | |||||||
Additional Paid-in Capital | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of common stock upon exercise of common stock warrants | 120,000 | ||||||||||
Delayed Draw Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number outstanding (in shares) | shares | 2,475,000 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 12.50 | ||||||||||
Delayed Draw Warrants | Additional Paid-in Capital | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion of Sonder Legacy Warrants | $ 5,600,000 | ||||||||||
Share-Settled Redemption Feature | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain on conversion | $ 29,500,000 | ||||||||||
Issuance of common stock upon exercise of common stock warrants | 159,200,000 | ||||||||||
Write-off of share-based settlement feature | 30,300,000 | ||||||||||
Write-off of debt discount | 10,000,000 | ||||||||||
Write down of accrued interest expense | 1,400,000 | ||||||||||
Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 165,000,000 | ||||||||||
Proceeds from convertible notes, net of issuance costs | 162,400,000 | ||||||||||
Issuance costs | $ 2,600,000 | ||||||||||
Delayed Draw Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from delayed draw notes | $ 165,000,000 | ||||||||||
Debt term | 5 years | ||||||||||
Interest rate payable annually | 9% | ||||||||||
Initial term of debt attributable to payment in kind | 2 years | ||||||||||
Delayed Draw Notes | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 0.30% | ||||||||||
Variable interest rate floor | 1% | ||||||||||
Convertible Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of shares issued (in shares) | shares | 19,017,105 | ||||||||||
Value of common stock upon conversion | $ 159,200,000 | ||||||||||
2018 Loan and Security Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred loan issuance costs | 600,000 | ||||||||||
2018 Loan and Security Agreement | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 50,000,000 | ||||||||||
Write down of accrued interest expense | 200,000 | ||||||||||
Unused commitments | 25,000,000 | ||||||||||
Repayment of debt | 24,700,000 | ||||||||||
Early termination fees | 3,100,000 | ||||||||||
Write off of deferred debt issuance cost | $ 400,000 | ||||||||||
2022 Loan and Security Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 60,000,000 | 60,000,000 | |||||||||
Letter of credit fee percentage | 1.50% | ||||||||||
Non-use fee percentage | 0.25% | ||||||||||
2022 Loan and Security Agreement | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding under line of credit | $ 10,100,000 | $ 10,100,000 | |||||||||
2020 Credit Facility | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||
Letter of credit fee percentage | 1.50% | ||||||||||
Non-use fee percentage | 0.30% | ||||||||||
2020 Credit Facility | Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 2% | ||||||||||
2020 Credit Facility | Revolving Credit Facility | Eurodollar | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 2% | ||||||||||
2020 Credit Facility | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding under line of credit | $ 23,700,000 | ||||||||||
2020 Québec Credit Facility | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt term | 10 years | ||||||||||
Interest rate payable annually | 6% | 6% | |||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||
Conditional-Refund Financial Contribution Facility | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt term | 10 years | ||||||||||
Interest rate payable annually | 6% | 6% | |||||||||
Maximum borrowing capacity | $ 5,000,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Principal balance, including capitalized paid-in-kind interest | $ 183,245 | $ 11,361 |
Less: Debt discount related to Delayed Draw Warrants, net of amortization | (4,945) | 0 |
Less: unamortized deferred issuance costs | (5,350) | (625) |
Long-term debt, net | $ 172,950 | $ 10,736 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Operating Leased Assets [Line Items] | ||||
Operating lease right-of-use (“ROU”) assets | $ 1,209,486 | $ 0 | ||
Operating lease liability | 1,334,596 | |||
Deferred rent | $ 0 | (66,132) | ||
Weighted average remaining lease term | 7 years 2 months 4 days | |||
Weighted average discount rate | 9.80% | |||
Future lease payments for leases not yet commenced | $ 1,900,000 | |||
Rent expense for operating leases | $ 268,800 | 184,800 | $ 133,100 | |
Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Lease term for leases not yet commenced | 3 years | |||
Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Lease term for leases not yet commenced | 20 years | |||
Cumulative Effect Adjustment | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease right-of-use (“ROU”) assets | $ 1,000,000 | |||
Operating lease liability | 1,100,000 | |||
Deferred rent | $ 66,100 | |||
Cost of Revenue | ||||
Operating Leased Assets [Line Items] | ||||
Rent expense for operating leases | $ 263,400 | 176,500 | 124,800 | |
Operations and Support | ||||
Operating Leased Assets [Line Items] | ||||
Rent expense for operating leases | 1,700 | 5,500 | 2,800 | |
General and Administrative | ||||
Operating Leased Assets [Line Items] | ||||
Rent expense for operating leases | $ 3,700 | $ 2,800 | $ 5,500 |
Leases - Lease Cost and Supplem
Leases - Lease Cost and Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease, Cost [Abstract] | |
Operating lease cost | $ 268,810 |
Short-term lease cost | 3,203 |
Variable lease cost | (2,582) |
Total operating lease cost | 269,431 |
Cash payments for operating leases | 218,434 |
New operating lease ROU assets obtained in exchange for operating lease liabilities | $ 356,157 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases After Adoption (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 297,127 |
2024 | 294,595 |
2025 | 275,297 |
2026 | 250,188 |
2027 | 205,674 |
Thereafter | 653,992 |
Gross lease payments | 1,976,873 |
Less: imputed interest | 642,277 |
Total operating lease obligations, net | 1,334,596 |
Allowances for leases that have not yet commenced | $ 9,700 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments before Adoption (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 279,093 |
2023 | 366,299 |
2024 | 418,156 |
2025 | 433,541 |
2026 | 403,582 |
Thereafter | 1,641,237 |
Total minimum future lease payments | $ 3,541,908 |
Warrants and Stockholders' De_3
Warrants and Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jan. 18, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Jan. 17, 2022 shares | Dec. 31, 2019 shares | |
Class of Stock [Line Items] | ||||||
Exchange rate | 1.4686 | |||||
Issuance of common stock upon exercise of common stock warrants | $ 120 | |||||
Fair value adjustment of warrants | $ (25,260) | 0 | $ 0 | |||
Shares authorized (in shares) | shares | 690,000,000 | |||||
Preferred stock, shares authorized (in shares) | shares | 250,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Fair value of liability | $ 11,500 | |||||
Fair value adjustment of warrants | $ 12,200 | |||||
Increase (decrease) in fair value | (11,100) | |||||
Private Placement Warrants | ||||||
Class of Stock [Line Items] | ||||||
Fair value of liability | $ 14,500 | |||||
Increase (decrease) in fair value | (14,200) | |||||
Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Number of units required to be purchased (in units) | shares | 5 | |||||
Sonder Legacy Warrants | ||||||
Class of Stock [Line Items] | ||||||
Conversion of Sonder Legacy Warrants | 1,243 | |||||
Public Warrants | Fair Value, Recurring | ||||||
Class of Stock [Line Items] | ||||||
Other non-current liabilities | $ 23,700 | 630 | ||||
Private Placement Warrants | Fair Value, Recurring | ||||||
Class of Stock [Line Items] | ||||||
Other non-current liabilities | 275 | |||||
Additional Paid-in Capital | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock upon exercise of common stock warrants | $ 120 | |||||
Reclassification of warrants from liability to equity | 2,100 | |||||
Additional Paid-in Capital | Sonder Legacy Warrants | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock upon exercise of common stock warrants | 1,200 | |||||
Conversion of Sonder Legacy Warrants | $ 1,243 | |||||
Additional Paid-in Capital | Delayed Draw Warrants | ||||||
Class of Stock [Line Items] | ||||||
Conversion of Sonder Legacy Warrants | $ 5,600 | |||||
Post-Combination Exchangeable Common Shares | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted (in shares) | shares | 150,092 | |||||
Common stock, shares outstanding (in shares) | shares | 20,389,216 | |||||
Common stock, shares authorized (in shares) | shares | 40,000,000 | |||||
Post-Combination Exchangeable Common Shares | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock upon exercise of common stock warrants | $ 49,700 | |||||
Shares issued upon conversion (in shares) | shares | 32,296,539 | |||||
Common stock, shares outstanding (in shares) | shares | 20,389,216 | 0 | 0 | 0 | ||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock upon exercise of common stock warrants | $ 518,800 | |||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | |||||
Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted (in shares) | shares | 82,352 | |||||
Common stock, shares outstanding (in shares) | shares | 198,394,331 | 12,752,202 | 10,529,496 | 8,379,192 | ||
Exchangeable Shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | shares | 9,421,190 | |||||
Common stock, shares authorized (in shares) | shares | 22,517,608 | |||||
Exchangeable Shares | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | shares | 21,991,418 | |||||
General Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 440,000,000 | |||||
Special Voting Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 40,000,000 |
Warrants and Stockholders' De_4
Warrants and Stockholders' Deficit - Schedule of Preferred Stock Warrants Outstanding (Details) | Dec. 31, 2022 $ / shares shares |
Series A | |
Class of Warrant or Right [Line Items] | |
Number outstanding (in shares) | shares | 59,440 |
Exercise price (in dollars per share) | $ / shares | $ 1.36 |
Series B | |
Class of Warrant or Right [Line Items] | |
Number outstanding (in shares) | shares | 57,696 |
Exercise price (in dollars per share) | $ / shares | $ 2.40 |
Series C | |
Class of Warrant or Right [Line Items] | |
Number outstanding (in shares) | shares | 218,417 |
Exercise price (in dollars per share) | $ / shares | $ 5.04 |
Series D | |
Class of Warrant or Right [Line Items] | |
Number outstanding (in shares) | shares | 71,456 |
Exercise price (in dollars per share) | $ / shares | $ 10.50 |
Warrants and Stockholders' De_5
Warrants and Stockholders' Deficit - Schedule of Post-Combination Exchangeable Common Shares (Details) - Post-Combination Exchangeable Common Shares $ / shares in Units, $ in Thousands | Dec. 31, 2022 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Shares authorized (in shares) | shares | 40,000,000 |
Common stock, shares outstanding (in shares) | shares | 20,389,216 |
Issuance price per share (in dollars per share) | $ / shares | $ 1.54 |
Net carrying value | $ | $ 31,399 |
Aggregate liquidation preference | $ | $ 31,399 |
Warrants and Stockholders' De_6
Warrants and Stockholders' Deficit - Schedule of Exchangeable and Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||
Net carrying value | $ 0 | $ 568,483 | ||
Total exchangeable stock | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 35,192,637 | |||
Mezzanine equity, shares outstanding (in shares) | 21,991,418 | |||
Net carrying value | $ 49,733 | |||
Aggregate liquidation preference | $ 49,733 | |||
Series AA Common | ||||
Temporary Equity [Line Items] | ||||
Shares authorized (in shares) | 22,517,608 | |||
Common stock, shares outstanding (in shares) | 9,421,190 | |||
Series Seed 1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 2,588,866 | |||
Mezzanine equity, shares outstanding (in shares) | 2,588,866 | |||
Issuance price per share (in dollars per share) | $ 0.53 | |||
Net carrying value | $ 1,359 | |||
Aggregate liquidation preference | $ 1,372 | |||
Series Seed 2 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 1,209,160 | |||
Mezzanine equity, shares outstanding (in shares) | 1,209,160 | |||
Issuance price per share (in dollars per share) | $ 0.50 | |||
Net carrying value | $ 606 | |||
Aggregate liquidation preference | $ 605 | |||
Series Seed 3 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 704,380 | |||
Mezzanine equity, shares outstanding (in shares) | 704,380 | |||
Issuance price per share (in dollars per share) | $ 1.09 | |||
Net carrying value | $ 787 | |||
Aggregate liquidation preference | $ 768 | |||
Series A | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 183,420 | |||
Mezzanine equity, shares outstanding (in shares) | 183,420 | |||
Issuance price per share (in dollars per share) | $ 1.36 | |||
Net carrying value | $ 250 | |||
Aggregate liquidation preference | $ 250 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 2,335,500 | |||
Mezzanine equity, shares outstanding (in shares) | 2,335,500 | |||
Issuance price per share (in dollars per share) | $ 2.40 | |||
Net carrying value | $ 5,610 | |||
Aggregate liquidation preference | $ 5,605 | |||
Series C | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 3,175,207 | |||
Mezzanine equity, shares outstanding (in shares) | 3,175,207 | |||
Issuance price per share (in dollars per share) | $ 5.04 | |||
Net carrying value | $ 15,991 | |||
Aggregate liquidation preference | $ 16,003 | |||
Series D | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 2,057,926 | |||
Mezzanine equity, shares outstanding (in shares) | 1,953,125 | |||
Issuance price per share (in dollars per share) | $ 10.50 | |||
Net carrying value | $ 20,600 | |||
Aggregate liquidation preference | $ 20,600 | |||
Series E | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 420,570 | |||
Mezzanine equity, shares outstanding (in shares) | 420,570 | |||
Issuance price per share (in dollars per share) | $ 10.77 | |||
Net carrying value | $ 4,530 | |||
Aggregate liquidation preference | $ 4,530 | |||
Total redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 173,803,110 | |||
Mezzanine equity, shares outstanding (in shares) | 0 | 111,271,424 | 111,121,035 | 83,348,449 |
Net carrying value | $ 0 | $ 518,750 | $ 517,730 | $ 314,967 |
Aggregate liquidation preference | $ 529,938 | |||
Total redeemable convertible preferred stock | Previously Reported | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares outstanding (in shares) | 75,767,082 | 56,753,734 | ||
Net carrying value | $ 314,967 | |||
Series Seed 1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 3,702,526 | |||
Mezzanine equity, shares outstanding (in shares) | 785,420 | |||
Issuance price per share (in dollars per share) | $ 0.53 | |||
Net carrying value | $ 269 | |||
Aggregate liquidation preference | $ 416 | |||
Series Seed 1-A | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 3,702,526 | |||
Mezzanine equity, shares outstanding (in shares) | 328,240 | |||
Issuance price per share (in dollars per share) | $ 0.53 | |||
Net carrying value | $ 174 | |||
Aggregate liquidation preference | $ 174 | |||
Series Seed 2 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 1,719,560 | |||
Mezzanine equity, shares outstanding (in shares) | 470,994 | |||
Issuance price per share (in dollars per share) | $ 0.50 | |||
Net carrying value | $ 222 | |||
Aggregate liquidation preference | $ 235 | |||
Series Seed 2-A | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 1,719,560 | |||
Mezzanine equity, shares outstanding (in shares) | 39,406 | |||
Issuance price per share (in dollars per share) | $ 0.50 | |||
Net carrying value | $ 20 | |||
Aggregate liquidation preference | $ 20 | |||
Series Seed 3 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 704,380 | |||
Mezzanine equity, shares outstanding (in shares) | 0 | |||
Issuance price per share (in dollars per share) | $ 1.09 | |||
Net carrying value | $ 0 | |||
Aggregate liquidation preference | $ 0 | |||
Series Seed 3-A | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 704,380 | |||
Mezzanine equity, shares outstanding (in shares) | 0 | |||
Issuance price per share (in dollars per share) | $ 1.09 | |||
Net carrying value | $ 0 | |||
Aggregate liquidation preference | $ 0 | |||
Series A | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 7,023,193 | |||
Mezzanine equity, shares outstanding (in shares) | 6,780,333 | |||
Issuance price per share (in dollars per share) | $ 1.36 | |||
Net carrying value | $ 9,241 | |||
Aggregate liquidation preference | $ 9,221 | |||
Series A-1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 7,023,193 | |||
Mezzanine equity, shares outstanding (in shares) | 0 | |||
Issuance price per share (in dollars per share) | $ 1.36 | |||
Net carrying value | $ 0 | |||
Aggregate liquidation preference | $ 0 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 15,611,276 | |||
Mezzanine equity, shares outstanding (in shares) | 13,218,080 | |||
Issuance price per share (in dollars per share) | $ 2.40 | |||
Net carrying value | $ 27,105 | |||
Aggregate liquidation preference | $ 31,723 | |||
Series B-1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 15,611,276 | |||
Mezzanine equity, shares outstanding (in shares) | 0 | |||
Issuance price per share (in dollars per share) | $ 2.40 | |||
Net carrying value | $ 0 | |||
Aggregate liquidation preference | $ 0 | |||
Series C | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 19,070,648 | |||
Mezzanine equity, shares outstanding (in shares) | 12,143,631 | |||
Issuance price per share (in dollars per share) | $ 5.04 | |||
Net carrying value | $ 56,496 | |||
Aggregate liquidation preference | $ 61,204 | |||
Series C-1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 19,070,648 | |||
Mezzanine equity, shares outstanding (in shares) | 3,513,536 | |||
Issuance price per share (in dollars per share) | $ 5.04 | |||
Net carrying value | $ 17,708 | |||
Aggregate liquidation preference | $ 17,708 | |||
Series D | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 21,603,476 | |||
Mezzanine equity, shares outstanding (in shares) | 3,481,893 | |||
Issuance price per share (in dollars per share) | $ 10.50 | |||
Net carrying value | $ 35,808 | |||
Aggregate liquidation preference | $ 36,560 | |||
Series D-1 | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 21,603,476 | |||
Mezzanine equity, shares outstanding (in shares) | 16,049,365 | |||
Issuance price per share (in dollars per share) | $ 10.50 | |||
Net carrying value | $ 168,518 | |||
Aggregate liquidation preference | $ 168,518 | |||
Series E | ||||
Temporary Equity [Line Items] | ||||
Mezzanine equity, shares authorized (in shares) | 34,932,992 | |||
Mezzanine equity, shares outstanding (in shares) | 18,956,184 | |||
Issuance price per share (in dollars per share) | $ 10.77 | |||
Net carrying value | $ 203,189 | |||
Aggregate liquidation preference | $ 204,159 |
Warrants and Stockholders' De_7
Warrants and Stockholders' Deficit - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 126,055,660 | 230,720,775 |
Warrants | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 14,499,946 | |
Earnout Liability | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 14,500,000 | |
Delayed Draw Note Warrant Liability | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 2,475,000 | |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 8,887,778 | |
Stock Options | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 36,679,007 | 19,865,244 |
Stock Options | 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 8,887,778 | |
Stock Options | 2019 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 1,859,784 | |
Outstanding RSUs | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 11,691,813 | |
Market Stock Units | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 12,059,978 | |
ESPP | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 4,872,922 | |
Exchangeable Shares | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 20,389,216 | |
Preferred and Exchangeable Stock | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 208,995,747 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||||
Jan. 01, 2023 | Dec. 28, 2022 | Dec. 01, 2022 | Jan. 18, 2022 | Jan. 17, 2022 | Jan. 14, 2022 | Feb. 18, 2021 | Nov. 15, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Requisite service period | 4 years | ||||||||||
Total common stock reserved for future issuance (in shares) | 126,055,660 | 230,720,775 | |||||||||
Share-based payment arrangement, expense | $ 22,957,000 | $ 25,247,000 | $ 7,223,000 | ||||||||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 0.93 | $ 4.99 | $ 2.60 | ||||||||
Total intrinsic value of options exercised | $ 2,700,000 | $ 14,500,000 | $ 3,300,000 | ||||||||
Number of shares granted and available for purchase (in shares) | 12,584,308 | 16,654,385 | |||||||||
Common stock, capital shares market capitalization, estimated price | $ 5,000,000,000 | ||||||||||
Common stock, capital shares market capitalization, estimated per share (in dollars per share) | $ 18.05 | ||||||||||
Common stock, capital shares market capitalization, adjustments price | $ 5,000,000,000 | ||||||||||
Common stock, capital shares market capitalization, adjustments per share (in dollars per share) | $ 5.27 | ||||||||||
2023 (in dollars per share) | 15.20 | ||||||||||
2024 (in dollars per share) | 21.10 | ||||||||||
2025 (in dollars per share) | 24.05 | ||||||||||
Adjusted 2025 (in dollars per share) | 4.53 | ||||||||||
Adjusted 2026 (in dollars per share) | 6.39 | ||||||||||
Adjusted 2027 (in dollars per share) | $ 7.14 | ||||||||||
Promissory Note | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Related party notes receivable | $ 25,200,000 | ||||||||||
Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted and available for purchase (in shares) | 5,613,290 | ||||||||||
Number of shares issued (in shares) | 1,855,938 | ||||||||||
Purchase price of stock (in dollars per share) | $ 13.85 | ||||||||||
Aggregate purchase price | $ 25,700,000 | ||||||||||
Chief Executive Officer | Promissory Note | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Amounts due from related party | $ 24,600,000 | ||||||||||
Interest rate payable annually | 2% | ||||||||||
Related party notes receivable | $ 25,700,000 | ||||||||||
Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate number of contingently issuable shares (in shares) | 14,500,000 | ||||||||||
Sonder Holdings Inc. 2021 Management Equity Incentive Plan | Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate number of contingently issuable shares (in shares) | 14,500,000 | ||||||||||
Sonder Holdings Inc. 2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance (in shares) | 8,887,778 | ||||||||||
Percentage of shares outstanding as of last day of preceding year | 5% | ||||||||||
Sonder Holdings Inc. 2021 Equity Incentive Plan | Subsequent Event | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized for issuance (in shares) | 32,820,155 | ||||||||||
Percentage of outstanding common stock authorized for issuance | 12.50% | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Requisite service period | 10 years | ||||||||||
Total common stock reserved for future issuance (in shares) | 36,679,007 | 19,865,244 | |||||||||
Share-based compensation arrangement by share-based payment award, plan modification, options, number | 20,292,621 | ||||||||||
Share-based compensation arrangement by share-based payment award, plan modification, options, reduced exercise price | $ 1.74 | ||||||||||
Total incremental expense to be recognized over the remaining requisite service period | $ 8,400,000 | ||||||||||
Share-based payment arrangement, expense | $ 400,000 | $ 14,300,000 | $ 13,600,000 | 7,200,000 | |||||||
Stock Options | Senior Leadership Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, plan modification, award vesting period | 12 months | ||||||||||
Stock Options | Non-senior Leadership Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, plan modification, award vesting period | 6 months | ||||||||||
Stock Options | 2013 Stock Option and Grant Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term | 10 years | ||||||||||
Requisite service period | 4 years | ||||||||||
Stock Options | Sonder Holdings Inc. 2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term | 10 years | ||||||||||
Number of shares authorized for issuance (in shares) | 26,002,371 | ||||||||||
Total common stock reserved for future issuance (in shares) | 8,887,778 | ||||||||||
Outstanding RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Requisite service period | 4 years | ||||||||||
Total common stock reserved for future issuance (in shares) | 11,691,813 | ||||||||||
Share-based payment arrangement, expense | $ 4,400,000 | 0 | $ 0 | ||||||||
Granted (in shares) | 15,741,284 | ||||||||||
Outstanding RSUs | Sonder Holdings Inc. 2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term | 1 year | ||||||||||
Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total common stock reserved for future issuance (in shares) | 4,872,922 | ||||||||||
Employee Stock | Sonder Holdings Inc. 2021 Employee Stock Purchase Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of shares outstanding as of last day of preceding year | 1% | ||||||||||
Purchase price of common stock, percentage of fair market value | 85% | ||||||||||
Percentage of employee compensation eligible for contribution | 15% | ||||||||||
Offering period | 27 months | ||||||||||
Shares authorized for issuance (shares) | 4,872,922 | ||||||||||
Employee Stock | Sonder Holdings Inc. 2021 Employee Stock Purchase Plan | Subsequent Event | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized for issuance (in shares) | 6,564,031 | ||||||||||
Percentage of outstanding common stock authorized for issuance | 2.50% | ||||||||||
Service-Based Awards | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Requisite service period | 72 months | ||||||||||
Share-based payment arrangement, expense | $ 0 | 11,600,000 | |||||||||
Number of shares granted and available for purchase (in shares) | 2,041,197 | ||||||||||
Grant date fair value of options | $ 3,200,000 | 3,000,000 | |||||||||
2021 CEO Option Award | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment arrangement, expense | 2,200,000 | $ 0 | |||||||||
Number of shares granted and available for purchase (in shares) | 3,061,794 | ||||||||||
CEO Performance Awards | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted and available for purchase (in shares) | 3,572,093 | ||||||||||
CEO Performance Awards | Chief Executive Officer | IPO Condition | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted and available for purchase (in shares) | 1,530,897 | ||||||||||
CEO Performance Awards | Chief Executive Officer | Qualified Financing Condition | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | ||||||||||
CEO Performance Awards | Chief Executive Officer | Market Capitalization Condition | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | ||||||||||
Market Capitalization Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment arrangement, expense | 1,500,000 | ||||||||||
Market Capitalization Units | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grant date fair value of options | $ 1,500,000 | ||||||||||
Market Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Contractual term | 5 years | ||||||||||
Requisite service period | 4 years | ||||||||||
Total common stock reserved for future issuance (in shares) | 12,059,978 | ||||||||||
Share-based payment arrangement, expense | $ 500,000 | ||||||||||
Vesting percentage | 16.66% | ||||||||||
Granted (in shares) | 14,499,972 | ||||||||||
Total grant-date fair value | $ 4,200,000 | ||||||||||
Accelerated Awards Related To Terminations | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment arrangement, expense | $ 1,700,000 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 22,957 | $ 25,247 | $ 7,223 |
Operations and support | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 4,573 | 2,516 | 1,710 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 14,832 | 20,839 | 4,336 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 3,189 | 1,740 | 1,171 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 363 | $ 152 | $ 6 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Schedule of Fair Value Inputs for Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 0.93 | $ 4.99 | $ 2.60 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 9 months 14 days | ||
Expected volatility, minimum | 50% | 62.70% | 62.90% |
Expected volatility, maximum | 55.40% | 64.20% | 69.10% |
Dividend yield | 0% | 0% | 0% |
Risk-free interest rate, minimum | 1.79% | 0.40% | 0.44% |
Risk-free interest rate, maximum | 4.34% | 1% | 1.46% |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 1 month 2 days | 3 years 11 months 26 days | |
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 0.87 | $ 4.54 | $ 2.51 |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months | 4 years 7 days | |
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 2.13 | $ 6.59 | $ 2.77 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Beginning balance (in shares) | 30,706,850 | 19,772,797 | |
Grants (in shares) | 12,584,308 | 16,654,385 | |
Exercises (in shares) | (931,362) | (2,225,859) | |
Forfeited (in shares) | (5,140,606) | (2,462,473) | |
Canceled (in shares) | (540,183) | (1,032,001) | |
Ending balance (in shares) | 36,679,007 | 30,706,850 | 19,772,797 |
Weighted- Average Exercise Price per Option | |||
Beginning balance (in dollars per share) | $ 2.55 | $ 1.96 | |
Grants (in dollars per share) | 1.96 | 6.66 | |
Exercises (in dollars per share) | 1.68 | 1.72 | |
Forfeited (in dollars per share) | 5.18 | 6.13 | |
Canceled (in dollars per share) | 3.10 | 2.06 | |
Ending balance (in dollars per share) | $ 1.99 | $ 2.55 | $ 1.96 |
Stock Options Additional Disclosures | |||
Weighted average remaining contractual term, outstanding | 7 years 7 months 17 days | 8 years 5 months 23 days | 7 years 11 months 19 days |
Aggregate intrinsic value, outstanding | $ 87,512 | $ 107,556 | $ 19,219 |
Options vested and exercisable, number of options (in shares) | 11,685,136 | ||
Options vested and exercisable, weighted-average exercise price per option (in dollars per share) | $ 2.32 | ||
Options vested and exercisable, weighted average remaining contractual term | 5 years 2 months 8 days | ||
Options vested and exercisable, aggregate intrinsic value | $ 87,512 | ||
Options vested and expected to vest, number of options (in shares) | 36,679,007 | ||
Options vested and expected to vest, weighted-average exercise price per option (in dollars per share) | $ 1.99 | ||
Options vested and expected to vest, weighted average remaining contractual term | 7 years 7 months 17 days | ||
Options vested and expected to vest, aggregate intrinsic value | $ 87,512 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Schedule of RSU activity (Details) - Outstanding RSUs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of RSUs | |
Unvested as of December 31, 2021 (in shares) | shares | 72,254 |
Granted (in shares) | shares | 15,741,284 |
Vested (in shares) | shares | (1,200,657) |
Forfeited (in shares) | shares | (2,921,068) |
Unvested as of December 31, 2022 (in shares) | shares | 11,691,813 |
Weighted- Average Grant Date Fair Value | |
Unvested as of December 31, 2021 (USD per share) | $ / shares | $ 8.94 |
Granted (USD per share) | $ / shares | 2.17 |
Vested (USD per share) | $ / shares | 2.26 |
Forfeited (USD per share) | $ / shares | 2.11 |
Unvested as of December 31, 2022 (USD per share) | $ / shares | $ 2.21 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Basic Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net income (loss) | $ (165,742) | $ (294,387) | $ (250,316) |
Less: Net loss attributable to convertible and exchangeable preferred stockholders | 0 | 0 | 0 |
Net loss attributable to common stockholders | $ (165,742) | $ (294,387) | $ (250,316) |
Denominator | |||
Weighted average basic common shares outstanding (in shares) | 206,037,605 | 11,765,912 | 9,195,258 |
Add: Dilutive effect of outstanding stock awards (in shares) | 0 | 0 | 0 |
Diluted weighted-average common stock outstanding (in shares) | 206,037,605 | 11,765,912 | 9,195,258 |
Net loss per common share, Basic (in dollars per share) | $ (0.80) | $ (25.02) | $ (27.22) |
Net loss per common share, Diluted (in dollars per share) | $ (0.80) | $ (25.02) | $ (27.22) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 82,733,258 | 176,680,745 | 169,928,182 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 36,679,007 | 30,679,883 | 19,772,797 |
Common stock subject to repurchase or forfeiture | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 1,913,244 | 2,432,899 | 6,700,050 |
Outstanding RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 11,691,813 | 0 | 0 |
Outstanding MSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 12,059,978 | 0 | 0 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 0 | 111,271,424 | 111,121,035 |
Exchangeable shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 20,389,216 | 32,296,539 | 32,334,299 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Thousands | 12 Months Ended | ||
Jul. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) surety_provider | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||
Number of surety providers | surety_provider | 5 | ||
Amount outstanding | $ 172,950 | $ 10,736 | |
Loss contingency, estimated accrual liability, related to tax matters | 7,900 | 4,400 | |
Surety Bond | |||
Loss Contingencies [Line Items] | |||
Aggregate principal amount | 67,100 | ||
Amount outstanding | 35,400 | ||
Broad Street Investigation | |||
Loss Contingencies [Line Items] | |||
Damages sought by other parties | $ 3,900 | ||
Estimated accrual for potential losses | $ 5,800 | $ 5,300 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit) [Line Items] | |||
Provision for income taxes | $ 533 | $ 242 | $ 323 |
Increase in valuation allowance | 57,100 | 83,500 | $ 63,200 |
Net operating loss carryforwards set to expire | 41,000 | ||
Net operating loss carryforwards with no expiration | 479,300 | ||
Federal | |||
Income Tax Expense (Benefit) [Line Items] | |||
Net operating loss carryforwards | 520,300 | 414,800 | |
Capital loss carryforward | 62,000 | ||
State | |||
Income Tax Expense (Benefit) [Line Items] | |||
Net operating loss carryforwards | 449,200 | 389,600 | |
Foreign | |||
Income Tax Expense (Benefit) [Line Items] | |||
Net operating loss carryforwards | $ 163,600 | $ 120,600 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
State | $ 120 | $ 113 | $ 104 |
Foreign | 413 | 129 | 219 |
Provision for income taxes | $ 533 | $ 242 | $ 323 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss before Provision for Income Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (94,544) | $ (261,852) | $ (148,332) |
Foreign | (70,665) | (32,293) | (101,661) |
Loss before income taxes | $ (165,209) | $ (294,145) | $ (249,993) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax at U.S. statutory rate of 21.0% | $ (34,695) | $ (61,771) | $ (52,499) |
Foreign tax rate differential | (1,528) | (7,645) | (889) |
State income taxes, net of federal benefit | 95 | 89 | (8,553) |
Tax credits | (873) | (1,753) | (1,214) |
Stock-based compensation | 1,823 | 1,389 | 66 |
Convertible debt instruments | (31,584) | 5,399 | 0 |
Capital loss | 16,105 | (9,640) | 0 |
Non-deductible expenses and other, net | (434) | (2,362) | 220 |
Change in valuation allowance | 51,624 | 76,536 | 63,192 |
Total provision for income taxes | $ 533 | $ 242 | $ 323 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss and capital loss carryforwards | $ 172,955 | $ 152,091 |
Credit carryforwards | 6,136 | 4,936 |
Fixed and intangible assets | 18,601 | 17,870 |
Deferred rent | 0 | 9,128 |
Deferred revenue | 10,776 | 6,245 |
Interest expense carryforward | 9,257 | 4,097 |
Stock-based compensation | 8,360 | 5,284 |
Operating lease liabilities | 271,846 | 0 |
Other | 13,985 | 5,892 |
Gross deferred tax assets | 511,916 | 205,543 |
Valuation allowance | (262,638) | (205,543) |
Total deferred tax assets, net of valuation allowance | 249,278 | 0 |
Deferred tax liabilities: | ||
Right-of-use assets | 249,278 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning unrecognized tax benefits | $ 1,353 | $ 683 | $ 0 |
Addition to tax positions related to prior years | 20 | 417 | 383 |
Addition to tax positions related to current year | 274 | 253 | 300 |
Subtraction to tax positions related to prior years | (127) | 0 | 0 |
Ending unrecognized tax benefits | $ 1,520 | $ 1,353 | $ 683 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Convertible Debt | |||
Related Party Transaction [Line Items] | |||
Aggregate principal amount | $ 165 | ||
Promissory Note | |||
Related Party Transaction [Line Items] | |||
Related party notes receivable | $ 25.2 | ||
Convertible Notes | Convertible Debt | Sonder Investors and Affiliates | |||
Related Party Transaction [Line Items] | |||
Aggregate principal amount | $ 43.3 | ||
Chief Executive Officer | Promissory Note | |||
Related Party Transaction [Line Items] | |||
Interest on notes receivable from related party | 1.1 | ||
Related party notes receivable | $ 25.7 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Nov. 04, 2022 | Jan. 18, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 17, 2022 $ / shares | Jan. 14, 2022 | |
Business Acquisition [Line Items] | |||||||
Exchange rate | 1.4686 | ||||||
Increase in cash from business combination | $ | $ 401,918 | ||||||
Repayment of debt | $ | 24,680 | ||||||
Nonrecurring transaction costs | $ | 58,555 | ||||||
Proceeds from delayed draw notes | $ | $ 159,225 | $ 0 | $ 0 | ||||
Extension of post-exchangeable shares period | 5 years | ||||||
Existing PIPE Investment holders | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 20,000,000 | ||||||
Purchase price of stock (in dollars per share) | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ | $ 200,000 | ||||||
New PIPE Investment Holders | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 11,507,074 | ||||||
Purchase price of stock (in dollars per share) | $ / shares | $ 8.89 | ||||||
Aggregate purchase price | $ | $ 102,300 | ||||||
Gores Metropoulos Sponsor II, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 709,711 | ||||||
Purchase price of stock (in dollars per share) | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ | $ 7,100 | ||||||
Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 190,160,300 | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Aggregate number of contingently issuable shares (in shares) | 14,500,000 | ||||||
Common Stock | Legacy Sonder Common Stockholders | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 140,544,052 | ||||||
Exchange rate | 1.4686 | ||||||
Common Stock | Legacy Sonder Stock Option Holders | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 30,535,549 | ||||||
Exchange rate | 1.5444 | ||||||
Special Voting Series AA Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Special Voting Series AA Common Stock | Legacy Sonder Special Voting Common Stockholders | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 32,296,539 | ||||||
Exchange rate | 1.4686 | ||||||
Legacy Sonder | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.000001 | ||||||
Legacy Sonder | Special Voting Series AA Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.000001 | ||||||
Sunshine Merger Sub I, LLC | Sunshine Merger Sub II, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding stock owned | 100% | ||||||
Sunshine Merger Sub II, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding stock owned | 100% | ||||||
Legacy Sonder | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding stock owned | 79.70% |
Business Combination - Schedule
Business Combination - Schedule of Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | $ 325,928 | $ 0 | $ 0 |
Less: transaction costs and advisory fees | (58,555) | ||
Net Business Combination and PIPE | 267,373 | ||
Proceeds from Delayed Draw Notes | 159,225 | $ 0 | $ 0 |
Repayment of debt | (24,680) | ||
Net Business Combination, PIPE, and Delayed Draw Notes | 401,918 | ||
PIPE Financing | |||
Business Acquisition [Line Items] | |||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | 309,398 | ||
GMII Trust | |||
Business Acquisition [Line Items] | |||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | $ 16,530 |
Restructuring Activities (Detai
Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Pre-tax restructuring costs | $ 4,033 | $ 0 | $ 0 | |
Employee Severance | Corporate Employees | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percentage of expected number of positions eliminated | 21% | |||
Employee Severance | Frontline Employees | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percentage of expected number of positions eliminated | 7% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Mar. 01, 2023 USD ($) corporateRole | Jan. 24, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Subsequent Event [Line Items] | ||||
Total common stock reserved for future issuance (in shares) | shares | 126,055,660 | 230,720,775 | ||
Subsequent Event | Employee Severance | Reduction In Work Force | ||||
Subsequent Event [Line Items] | ||||
Restructuring and related cost, number of positions eliminated | corporateRole | 100 | |||
Restructuring and related cost, number of positions eliminated, period percent | 14% | |||
Subsequent Event | Employee Severance | Reduction In Work Force | Minimum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and related cost, cost incurred to date | $ | $ 2 | |||
Subsequent Event | Employee Severance | Reduction In Work Force | Maximum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and related cost, cost incurred to date | $ | $ 3 | |||
Subsequent Event | Inducement Plan | ||||
Subsequent Event [Line Items] | ||||
Total common stock reserved for future issuance (in shares) | shares | 5,000,000 |