UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 | Other Events. |
On November 9, 2021, Sonder Holdings Inc. (“Sonder”) released a press release announcing Sonder’s financial results for the three months ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and a copy of Sonder’s third quarter 2021 summary results are attached hereto as Exhibit 99.2. Both the press release and third quarter 2021 summary results are incorporated by reference herein.
Attached as Exhibit 99.3 and incorporated by reference herein is the investor presentation, dated November 9, 2021 that will be used by Gores Metropoulos II, Inc. (the “Company”) and Sonder with respect to Sonder’s business combination with the Company (the “Business Combination”).
Additional Information about the Transactions and Where to Find It
Additional information about the proposed Business Combination among Sonder, the Company and certain subsidiaries of the Company, including a copy of Amendment No. 1 to the Merger Agreement provided in a Current Report on Form 8-K filed by the Company with the SEC on October 28, 2021 and a copy of the Merger Agreement provided in a Current Report on Form 8-K filed by the Company with the SEC on April 30, 2021, which are available at www.sec.gov. In connection with the proposed Business Combination, the Company filed a registration statement on Form S-4 (the “Registration Statement”) that includes a preliminary proxy statement, prospectus and consent solicitation statement with respect to the Company’s securities to be issued in connection with the proposed Business Combination. The Registration Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus/consent solicitation statement contained therein, when it is declared effective by the SEC, will contain important information about the proposed Business Combination and the other matters to be voted upon at a meeting of the Company’s stockholders to be held to approve the proposed Business Combination and other matters (the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company may also file other documents regarding the proposed Business Combination with the SEC. Company stockholders and other interested persons are advised to read, when available, the Registration Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the proposed Business Combination.
When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to Company stockholders as of a record date to be established for voting on the proposed Business Combination and the other matters to be voted upon at the Special Meeting. Investors and securityholders will also be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, the Company’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
The Company, Sonder and their respective directors and officers may be deemed participants in the solicitation of proxies of Company stockholders in connection with the proposed Business Combination. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the interests of those persons and other persons who may be deemed participants in the proposed Business Combination by reading the Company’s registration statement on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, 2021, and the proxy statement/prospectus/consent solicitation statement regarding the proposed Business Combination. You may obtain free copies of these documents as described in the preceding paragraph.
Forward Looking Statements
This Current Report may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about Sonder’s forecasted revenue growth and cash flow (including Sonder’s outlook for Total Revenue and Adjusted EBITDA for the year ended December 31, 2021), Sonder’s forecasted growth in units (including Sonder’s forecast
for growth in Total Portfolio for the year ended December 31, 2021), information concerning the Company’s or Sonder’s possible or assumed future financial or operating results and metrics, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, future operations, products and services, planned openings, expected unit contractings and the effects of regulation, including whether the proposed Business Combination will generate returns for stockholders. These forward-looking statements are based on the Company’s or Sonder’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or Sonder’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated October 27, 2021 (“Amendment No. 1”)) and the proposed Business Combination contemplated thereby; (b) the inability to complete the proposed Business Combination due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement (as amended by Amendment No. 1); (c) the ability to meet Nasdaq’s listing standards following the consummation of the proposed Business Combination; (d) the inability to complete the private placement transactions in connection with the business combination as described in the Registration Statement; (e) the risk that the proposed Business Combination disrupts current plans and operations of Sonder or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SEC’s statement on accounting and reporting considerations for warrants in special purpose acquisition companies); (i) the possibility that Sonder may be adversely affected by other economic, business and/or competitive factors; (j) risks related to the impact of the COVID-19 pandemic, including the Delta variant and potential governmental and other restrictions (including travel restrictions) resulting therefrom; (k) the inability of Sonder to enter into a definitive delayed draw note purchase agreement; and (l) other risks and uncertainties described in the final proxy statement/prospectus/consent solicitation statement, including those under the heading “Risk Factors” therein, and other documents filed by the Company from time to time with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor Sonder undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report. Additional risks and uncertainties are identified and discussed in the Company’s reports filed and to be filed with the SEC and available at the SEC’s website at www.sec.gov.
Disclaimer
This Current Report relates to a proposed Business Combination between the Company and Sonder. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Exhibit | |
99.1 | Press Release issued by Sonder Holdings Inc. on November 9, 2021. | |
99.2 | Third Quarter 2021 Summary Results of Sonder Holdings Inc., dated November 9, 2021. | |
99.3 | Investor Presentation of Sonder Holdings Inc., dated November 9, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Gores Metropoulos II, Inc. | ||||||
Date: November 9, 2021 | By: | /s/ Andrew McBride | ||||
Name: | Andrew McBride | |||||
Title: | Chief Financial Officer and Secretary |
Exhibit 99.1
Sonder Holdings Inc. Reports Record Revenue for Q3 and Raises FY 2021 Revenue and Adjusted EBITDA Outlook
Record Q3 2021 Revenue of $67.5M, Up 155% YoY
$126 Revenue per Available Room, Up 64% YoY and 26% vs. Q2 2021
Raises Outlook for FY 2021 Total Revenue to $200M - $205M vs. prior Outlook of $180M - $190M
San Francisco, CA November 9, 2021 Sonder Holdings Inc. (Sonder or the Company), a leading next-generation hospitality company that is redefining the guest experience through technology and design, today announced financial results for the three months ended September 30, 2021.
We had another stellar quarter, setting a new company record for quarterly revenue and year-over-year growth with leisure travel demand surging in both our international and domestic markets. Labor Day weekend 2021 generated our highest demand of any holiday since Presidents Day weekend 2020 with our Revenue per Available Room (RevPAR) reaching $160, approximately 97% of 2019 Labor Day weekend levels. Were aggressively growing our global portfolio to meet this demand and are on track to surpass 18,000 Live and Contracted Units by the end of the year. Our compelling value proposition for real estate partners continues to propel our growth as we successfully secure exceptional properties at attractive economics. Recent highlights include opening our first hotel in France, the Sonder Atala, which is steps from the Champs-Élysées, expanding in coveted neighborhoods in Mexico City and Dubai, and continuing to grow our footprint in the United States, said Francis Davidson, Co-Founder and CEO of Sonder.
The innovation flywheel continued to accelerate in Q3 as well. We launched a redesigned guest app bringing all stay information and services onto a single screen, and continued to build out the operating system for hospitality which we believe will translate into a better guest experience and superior economics. We also unveiled a flexible work-choice model, providing our people with the freedom to work in a way that suits them best so that we can stay focused on delivering results, continued Davidson.
Sanjay Banker, President and CFO of Sonder, said: Travel is rebounding sharply across our 38 live global markets with RevPAR at 83% of Q3 2019 (pre-pandemic) levels and occupancy rates near 70 percent. We saw robust Average Daily Rates (ADR) of $184 for the quarter, driven primarily by a combination of demand acceleration and our sales and marketing efforts. Additionally, our live portfolio continues to expand and drive more bookable nights. Given these strong leading indicators combined with our sustained revenue outperformance year-to-date, were once again raising our total revenue outlook for full year 2021, and also raising our Adjusted EBITDA outlook for full year 2021.
Third Quarter 2021 Financial Results
| Total Revenue of $67.5 million, a 155% year-over-year increase and a 43% increase over Q2 2021 |
| $184 ADR, a 79% year-over-year increase and a 25% increase over Q2 2021 |
| $126 RevPAR, a 64% year-over-year increase and a 26% increase over Q2 2021 |
| 17% RevPAR outperformance versus traditional hotels (upper upscale hotels in cities where Sonder operates), up from a 5% discount to traditional hotels in Q3 2019 (normalized for pre-pandemic) |
| Continued strong Occupancy Rate of 68%, 600 bps below Q3 2020 in which we saw elevated occupancy due to significant ADR discounting during the height of the COVID-19 pandemic, and consistent with Q2 2021 levels |
| 535,603 Bookable Nights, a 55% year-over-year increase and a 13% increase over Q2 2021 |
| Property Level Loss of approximately $4 million, an improvement of nearly $3 million year-over-year and over $8 million compared to Q2 2021 |
Third Quarter 2021 Corporate Highlights
| Approximately 6,300 Live Units and over 16,000 total Live and Contracted Units as of September 30, 2021 |
| Announced incremental investment of ~$330 million and resulting total capital of ~$530 million provides for a fully funded business plan, in addition to trust proceeds of up to $450 million |
| Continued to build a world class board of directors: named Frits van Paasschen, current member of the Board and former President and CEO of Starwood Hotels, as Lead Independent Director; appointed Janice L. Sears, former Bank of America executive, as a Director and Audit Committee Chair; and appointed Gilda Perez-Alvarado, Global CEO of the Hotels & Hospitality Group at JLL, as a Director |
| Launched operations in France with the Sonder Atala, a 48-unit property located steps from the iconic Champs-Elysées in Paris, and recently contracted an additional 25-unit property in the eclectic and trendy 17th arrondissement |
| Expanded footprint in Mexico City, contracting over 600 additional units across eight properties, concentrated primarily in the Condesa and Roma neighborhoods |
| Increased Middle East presence with the opening of two new high-rise towers comprising over 300 units in downtown Dubai with views of the Burj Khalifa |
| Continued proactive focus on ESG, including through the adoption of new policies affirming our zero tolerance approach to modern slavery and human trafficking |
Financial Outlook
Sonder is raising its outlook for its full year ending December 31, 2021 as follows:
| Total Revenue between $200 and $205 million, increasing initial outlook (as of April 30, 2021) by 17% at the midpoint of the range and revised outlook (as of August 10, 2021) by 9.5% at the midpoint of the range, and implying 2021 total annual revenue growth of 75% at the midpoint of the range |
| Adjusted EBITDA loss better than $240 million, increasing initial outlook by 17% from prior outlook of Adjusted EBITDA loss of $290 million |
| All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. |
| Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other Operating Expenses included the benefit of Capex Allowance in the period in which it was received. |
| Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. |
Financial Summary and Operating Results
Metric |
Q3 2021 | Q3 2020 | D YoY | |||||||
Revenue (000s) |
$ | 67,454 | $ | 26,471 | 155% | |||||
Net Loss (000s) |
$ | (64,584 | ) | $ | (55,514 | ) | (16)% | |||
Live Units |
6,300 | 3,900 | 62% | |||||||
Total Portfolio |
16,200 | 10,400 | 56% | |||||||
Bookable Nights |
535,603 | 345,989 | 55% | |||||||
Occupied Nights |
365,979 | 257,279 | 42% | |||||||
Occupancy Rate |
68 | % | 74 | % | (8)% | |||||
Average Daily Rate (ADR) |
$ | 184 | $ | 103 | 79% | |||||
Revenue per Available Room (RevPAR) |
$ | 126 | $ | 77 | 64% | |||||
Property Level Profit (Loss) (000s) |
$ | (4,381 | ) | $ | (7,071 | ) | 38% | |||
Property Level Profit (Loss) Margin |
(6 | )% | (27 | )% | 21% | |||||
Adj. EBITDA (000s) |
$ | (47,471 | ) | $ | (41,900 | ) | (13)% | |||
Adj. EBITDA Margin |
(70 | )% | (158 | )% | 88% | |||||
GAAP Rent to Landlord Payments Adjustment |
$ | 5,706 | $ | (5,693 | ) | NM | ||||
CapEx Allowance Realized |
$ | 1,915 | | NM |
Sonders Third Quarter 2021 Summary Results presentation is available at: sonder.com/investors.
Combination with Gores Metropoulos II
As previously announced on April 30, 2021, Sonder entered into an agreement to combine with Gores Metropoulos II, Inc. (GMII) (Nasdaq: GMII, GMIIW and GMIIU), a special purpose acquisition company sponsored by affiliates of The Gores Group, LLC and Metropoulos & Co. (the Merger Agreement). As part of the transaction, Sonder and GMII raised a $200 million fully committed PIPE (the Existing PIPE), led by an affiliate of The Gores Group, with participation from sophisticated institutional investors, including Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Atreides Management, LP, entities affiliated with Moore Capital Management, Principal Global Investors, LLC, and Senator Investment Group.
The transaction was amended on October 27, 2021. The amended terms revise the combined companys pro forma enterprise value to $1.925 billion. As part of the proposed business combination, the Company will receive approximately $110 million in incremental capital from affiliates of Gores Metropoulos II and other leading investors including Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Atreides Management, LP, and Senator Investment Group pursuant to new PIPE transactions (the New PIPEs), in addition to the $200 million Existing PIPE, which continues to be led by affiliates of Gores Metropoulos II, with participation from top-tier institutional investors including Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Atreides Management, LP, funds and accounts managed by Principal Global Investors, LLC, and Senator Investment Group. Additionally, the Company has put in place a non-binding term sheet for Delayed Draw Notes of $220 million with existing PIPE investors, to be available following closing of the proposed business combination. Subject to any redemptions by the public stockholders of Gores Metropoulos II and the payment of transaction expenses at the closing, the $200 million in Existing PIPE proceeds and approximately $110 million in proceeds from the New PIPEs will be used together with up to $450 million in cash in Gores Metropoulos IIs trust account and Delayed Draw Notes of $220 million to fund operations and support new and existing growth initiatives.
The proposed business combination remains on track to close in the second half of 2021, subject to approval by Gores Metropoulos IIs stockholders and other customary closing conditions.
Additionally, the parties agreed to extend the Merger Agreement end date from October 28, 2021 to January 31, 2022 after which Gores Metropoulos II and Sonder would have the right to terminate the Merger Agreement if the proposed business combination has not been consummated by January 31, 2022.
About Sonder
Sonder is revolutionizing hospitality through innovative, tech-enabled service and inspiring, thoughtfully designed accommodations combined into one seamless experience. Launched in 2014 and headquartered in San Francisco, Sonder provides a variety of accommodation options from spacious rooms to fully-equipped suites and apartments found in over 35 markets spanning ten countries and three continents. The Sonder app gives guests full control over their stay. Complete with self-service features, simple check-in and 24/7 on-the-ground support, amenities and services at Sonder are just a tap away, making a world of better stays open to all.
To learn more, visit www.sonder.com or follow Sonder on Facebook, Twitter or Instagram. Download the Sonder app on Apple or Google Play.
About Gores Metropoulos II, Inc.
Gores Metropoulos II, Inc. (GMII) (Nasdaq: GMIIU, GMII and GMIIW) is a special purpose acquisition company sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and by an affiliate of Metropoulos & Co. whose Principals are Dean, Evan and Daren Metropoulos. GMII was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Mr. Gores and Mr. Metropoulos together have more than 65 years of combined experience as entrepreneurs, operators and investors across diverse sectors including industrials, technology, media and entertainment, business services, healthcare and consumer products and services. Over the course of their careers, Mr. Gores and Mr. Metropoulos and their respective teams have invested in more than 180 portfolio companies through varying macroeconomic environments with a consistent, operationally-oriented investment strategy. For more information, please visit www.gores.com.
Sonders Use of Non-GAAP Financial Measures
Sonder supplements its consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), by providing additional financial measures that are not prepared in accordance with GAAP, including Property Level Costs, Property Level Profit (Loss) and Adjusted EBITDA. Sonder believes that the disclosure of these non-GAAP financial measures provides investors with additional information that reflects the amounts and financial basis upon which Sonders management assesses and operates its business. Sonders definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. These non-GAAP financial measures should not be viewed in isolation or as a substitute for, or superior to, measures prepared in accordance with GAAP.
Key Terms
Sonders Total Portfolio represents Live Units plus Contracted Units. This includes any unit that has a signed real estate contract, regardless of whether or not the unit is available for guests to book. This excludes any units that have been exited (i.e., the lease was terminated or allowed to expire). Live Units are defined as units which are available for guest bookings on Sonder.com, the Sonder app and other channels. Sonder pays rent (or utilizes pre-negotiated abatement) and is able to generate revenue from these units. Contracted Units are units for which Sonder has signed real estate contracts, but are not yet available for guests to book. Sonder is not yet able to generate revenue from these units.
Sonder defines Occupancy Rate (OR) as Occupied Nights divided by Bookable Nights, expressed as a percentage. Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures of greater than 30 nights. Occupied Nights represents the total number of nights occupied across all Live Units.
Revenue Per Available Room (RevPAR) represents the average revenue earned per available night, and is calculated either by dividing revenue by Bookable Nights, or by multiplying Average Daily Rate by Occupancy Rate. Average Daily Rate (ADR) represents the average revenue earned per night occupied and is calculated as revenue divided by Occupied Nights.
All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease.
Property Level Profit (Loss) (PLP or PLL) is defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) represent costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs.
Adjusted EBITDA is defined as net loss excluding the impact of depreciation, stock-based compensation, COVID-19 pandemic related offboardings/other (costs associated with exiting units at the beginning of the COVID-19 pandemic).
Landlord Payments represent cash payments to real estate owners recognizing abatement at the time it is utilized (often at the commencement of a real estate contract), expressed in U.S. dollars. This recognizes the economic substance of the payment to real estate owners as reflected in the real estate contract (e.g., if Sonders Takeover Date, the date on which Sonder receives the keys and is able to begin opening the building, was January 1, 2019 and it had three months of abatement at the beginning of the real estate contract, the Landlord Payments for the building in the first quarter of 2019 would be $0). The Takeover Date represents the date on which Sonder receives the keys and is able to begin onboarding a building (e.g., moving in furniture, staging / photographing units for listing).
GAAP rent to Landlord Payment adjustment represents the adjustment to translate rent to Landlord Payments, expressed in U.S. dollars. GAAP rent straight lines abatement and future escalation payments over the duration of the real estate contract. In contrast, Landlord Payments recognizes abatement from real estate owners at the time abatement is utilized (often at the commencement of a real estate contract), and future escalation payments at the time they actually occur, in an effort to most accurately reflect the timing of cash outflows for rent.
Additional Information and Where to Find It
Additional information about the proposed business combination, including a copy of Amendment No. 1 to the Merger Agreement provided in a Current Report on Form 8-K filed by GMII with the SEC on October 28, 2021, a copy of the Merger Agreement provided in a Current Report on Form 8-K filed by GMII with the SEC on April 30, 2021, and a copy of an updated investor presentation provided in a Current Report on Form 8-K filed by GMII with the SEC on November 9, 2021, is available at www.sec.gov. In connection with the proposed business combination, GMII has filed a registration statement on Form S-4 (the Registration Statement) that includes a preliminary proxy statement, prospectus and consent solicitation statement with respect to GMIIs securities to be issued in connection with the proposed business combination. The Registration Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus/consent solicitation statement contained therein, when it is declared effective by the SEC, will contain important information about the proposed business combination and the other matters to be voted upon at a meeting of GMIIs stockholders to be held to approve the proposed business combination and other matters (the Special Meeting) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GMII may also file other documents regarding the proposed business combination with the SEC. GMII stockholders and other interested persons are advised to read, when available, the Registration Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the proposed business combination.
When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to GMII stockholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at the Special Meeting. GMII investors and securityholders will also be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement, without charge, once available, at the SECs website at www.sec.gov or by directing a request to: 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, GMIIs proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
GMII, Sonder and their respective directors and officers may be deemed participants in the solicitation of proxies of GMII stockholders in connection with the proposed business combination. GMII stockholders and other interested persons may obtain, without charge, more detailed information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination by reading GMIIs registration statement on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, 2021, and the proxy statement/prospectus/consent solicitation statement regarding the proposed business combination. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about Sonders forecasted revenue growth (including Sonders outlook for Total Revenue and Adjusted EBITDA for the year ended December 31, 2021), Sonders growth in total unit portfolio (including Sonders forecast for growth in Total Portfolio for the year ended December 31, 2021), information concerning GMIIs or Sonders possible or assumed future financial or operating results and metrics, business strategies, debt levels, available financing including the PIPE transactions and the Delayed Draw Notes, competitive position, industry environment, potential growth opportunities, future operations, products and services, planned openings, expected unit contractings and the effects of regulation, including whether the proposed business combination will generate returns for stockholders. These forward-looking statements are based on GMIIs or Sonders managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words estimates, projected, expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside GMIIs or Sonders managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Sonders full year Total Revenue and Adjusted EBITDA at year end may differ materially from the outlook above, which is not a comprehensive statement of Sonders financial results. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as amended by Amendment No. 1) and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of GMII or other conditions to closing in the Merger Agreement (as amended by Amendment No. 1); (c) the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the PIPE transactions; (e) the risk that the proposed business combination disrupts current plans and operations of Sonder or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as
the SECs statement on accounting and reporting considerations for warrants in special purpose acquisition companies); (i) the possibility that Sonder may be adversely affected by other economic, business and/or competitive factors; (j) risks related to the impact of the COVID-19 pandemic, including the Delta variant and potential governmental and other restrictions (including travel restrictions) resulting therefrom; (k) the inability of Sonder to enter into definitive documentation with respect to the Delayed Draw Notes prior to closing, and (l) other risks and uncertainties described in the final proxy statement/prospectus/consent solicitation statement, including those under the heading Risk Factors therein, and other documents filed by GMII from time to time with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither GMII nor Sonder undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in GMIIs reports filed and to be filed with the SEC and available at the SECs website at www.sec.gov.
No Offer or Solicitation
This communication relates to a proposed business combination between GMII and Sonder. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
CONTACTS
For Sonder:
Media Contacts
press@sonder.com
Investor Contacts
Chris Mammone, The Blueshirt Group
ir@sonder.com
For The Gores Group and affiliates:
Jennifer Kwon Chou
Managing Director
The Gores Group
310-209-3010
jchou@gores.com
OR
John Christiansen/Cassandra Bujarski/Danya Al-Qattan
Sard Verbinnen & Co
GoresGroup-SVC@sardverb.com
SONDER HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except number of shares information)
(unaudited)
Three Months Ended September 30, |
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2021 | 2020 | |||||||
Revenue |
$ | 67,454 | $ | 26,471 | ||||
Cost of revenue (excluding depreciation and amortization) |
52,402 | 24,508 | ||||||
Operations and support |
36,592 | 29,227 | ||||||
General and administrative |
21,694 | 17,972 | ||||||
Research and development |
5,443 | 3,853 | ||||||
Sales and marketing |
6,724 | 3,108 | ||||||
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|
|
|
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Total costs and expenses |
122,855 | 78,668 | ||||||
Loss from operations |
(55,401 | ) | (52,197 | ) | ||||
Interest expense, net and other (income) expense, net |
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Interest expense, net |
13,279 | 1,658 | ||||||
Other (income) expense, net |
(4,229 | ) | 1,648 | |||||
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|
|
|
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Total interest expense, net and other (income) expense, net |
9,050 | 3,306 | ||||||
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|
|
|
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Loss before income taxes |
(64,451 | ) | (55,503 | ) | ||||
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|
|
|
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Provision for income taxes |
133 | 11 | ||||||
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|
|
|
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Net loss |
$ | (64,584 | ) | $ | (55,514 | ) | ||
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|
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Net loss per share, basic and diluted |
$ | (7.77 | ) | $ | (8.74 | ) | ||
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Weighted average shares outstanding of common stock, basic and diluted |
8,310,373 | 6,354,980 | ||||||
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|
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Other comprehensive loss: |
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Net loss |
$ | (64,584 | ) | $ | (55,514 | ) | ||
Change in foreign currency translation adjustment |
(1,120 | ) | 1,777 | |||||
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|
|
|
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Comprehensive loss |
$ | (65,704 | ) | $ | (53,737 | ) | ||
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SONDER HOLDINGS INC. AND SUBSIDIARIES
RECONCILIATION OF LOSS FROM OPERATIONS TO PROPERTY LEVEL LOSS
(In thousands)
(unaudited)
Three Months Ended September 30, |
||||||||
2021 | 2020 | |||||||
Loss from operations |
$(55,401) | $ | (52,197 | ) | ||||
Add: Operations and support |
36,592 | 29,227 | ||||||
General and administrative |
21,694 | 17,972 | ||||||
Research and development |
5,443 | 3,853 | ||||||
Sales and marketing |
6,724 | 3,108 | ||||||
Less: Property Level Costs |
||||||||
Channel fees included in sales and marketing |
(4,638 | ) | (1,272 | ) | ||||
Customer service, laundry/consumables, maintenance and utilities and insurance included in operations and support |
(14,795 | ) | (7,762 | ) | ||||
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|
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Property Level Loss |
$ | (4,381 | ) | $ | (7,071 | ) | ||
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|
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Property Level Loss Margin |
(6.5 | %) | (26.7 | %) | ||||
GAAP rent to Landlord Payments adjustment |
$ | 5,706 | $ | (5,693 | ) |
SONDER HOLDINGS INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(unaudited)
Three Months Ended September 30, |
||||||||
2021 | 2020 | |||||||
Net loss |
$ | (64,584 | ) | $ | (55,514 | ) | ||
Interest expense, net |
13,279 | 1,658 | ||||||
Provision for income taxes |
133 | 11 | ||||||
Depreciation and amortization |
4,357 | 4,269 | ||||||
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|
|
|
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EBITDA |
$ | (46,815 | ) | $ | (49,576 | ) | ||
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|
|
|
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Stock-based compensation |
3,573 | 1,020 | ||||||
Other (income) expense, net |
(4,229 | ) | 1,648 | |||||
COVID-19 related offboardings |
| 5,008 | ||||||
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|
|
|
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Adjusted EBITDA |
$ | (47,471 | ) | $ | (41,900 | ) | ||
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GAAP rent to Landlord Payments adjustment |
$ | 5,706 | $ | (5,693 | ) | |||
FF&E allowance realized |
$ | 1,915 | $ | |
Exhibit 99.2
Third Quarter 2021 Summary Results November 9, 2021 Hotel Atala, Paris Opened in August 2021
Disclaimer This presentation (the Presentation) is being made in connection with a potential transaction Such forward-looking statements are based upon the current beliefs and expectations of the (the Business Combination) between Sonder Holdings Inc. (Sonder) and Gores Metropoulos management of each of Sonder and GM II and are inherently subject to significant business, Industry and Market Data II, Inc. (GM II). economic and competitive uncertainties and contingencies, many of which are diï¬cult to predict The information contained herein also includes information provided by third parties. Any and generally beyond the control of the parties. estimates or projections contained herein involve elements of subjective judgment and analysis No Oer or Solicitation that may or may not prove to be accurate. None of Sonder, GM II, their respective affiliates or This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor Actual results, performance or achievements may differ materially, and potentially adversely, from any third parties that provide information to Sonder, GM II or their respective affiliates, such as a solicitation of an offer to sell, buy or subscribe for any securities in any jurisdiction, nor is it a any projections and forward-looking statements and the assumptions on which those market research firms, guarantee the accuracy, completeness, timeliness or availability of any solicitation of any vote relating to the potential Business Combination or otherwise in any forward-looking statements are based. There can be no assurance that the data contained information or are responsible for any errors or omissions (negligent or otherwise), regardless of jurisdiction. herein is reflective of future performance to any degree. You are cautioned not to place undue the cause, or the results obtained from the use of such content. Sonder and GM II may have reliance on forward-looking statements as a predictor of future performance as projected supplemented this information where necessary with information from discussions with Sonders No Representations and Warranties financial information, cost savings and other information are based on estimates and customers and Sonders own internal estimates, taking into account publicly available This Presentation has been prepared to assist interested parties in making their own evaluation assumptions. The forward-looking statements are subject to various risks, uncertainties and information about other industry participants and Sonders managements best view as to with respect to a potential investment in GM II relating to the potential Business Combination and other factors, many of which are beyond our control, including those described in the Risk information that is not publicly available. for no other purpose. Sonder and GM II assume no obligation to update or keep current the Factors Summary in the Registration Statement. There may be additional risks that neither information contained in this Presentation, to remove any outdated information or to expressly Sonder nor GM II currently know or that Sonder and GM II currently believe are immaterial that None of Sonder, GM II or their respective affiliates give any express or implied warranties, mark it as being outdated. No securities commission or securities regulatory authority or other could also cause actual results of Sonder to differ from those contained in the forward-looking including, but not limited to, any warranties of merchantability or fitness for a particular purpose regulatory body or authority in the United States or any other jurisdiction has in any way passed statements. Other unknown or unpredictable factors or factors currently considered immaterial or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, upon the merits of, or the accuracy and adequacy of, any of the information contained in this also could have an adverse effect on Sonders actual results. Consequently, there can be no exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal Presentation. assurance that the actual results or developments anticipated in this Presentation will be realized fees or losses (including lost income or profits and opportunity costs) in connection with the use or, even if substantially realized, that they will have the expected consequences to, or effects on, of the information herein. None of Sonder, GM II, their respective affiliates or any of their This Presentation does not purport to contain all of the information that may be required to Sonder. respective directors, officers, employees, members, partners, stockholders, or agents makes evaluate an investment relating to the potential Business Combination, and any recipient should All information set forth herein speaks only as of the date hereof in the case of information about any representation or warranty with respect to the accuracy of such information. conduct its own independent analysis of Sonder and GM II and the data contained or referred to Sonder and GM II or the date of such information in the case of information from persons other in this Presentation. than Sonder or GM II, and Sonder and GM II expressly disclaim any intention or obligation to Non-GAAP Financial Measures update any forward looking statements as a result of developments occurring after the date of This Presentation includes certain non-GAAP financial measures that Sonders management You should not construe the contents of this Presentation as legal, accounting, business or tax this Presentation. Annualized, pro forma, projected and estimated numbers are used for uses to evaluate Sonders operations, measure its performance and make strategic decisions. advice and you should consult your own professional advisors as to the legal, accounting, illustrative purpose only, are not forecasts and may not reflect actual results. The non-GAAP financial measures used in this Presentation are Property Level Costs (PLC), business, tax, financial and other matters contained herein. Property Level Profit (Loss) (PLL or PLP) and Adjusted EBITDA. No representation or warranty, express or implied, is or will be given by Sonder or GM II or any of Note: Francis Davidson, Sonders Founder and CEO, plans to sell a small portion of his shares to All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document their respective aï¬liates, directors, oï¬cers, employees or advisers or any other person as to the a PIPE investor in a private transaction wholly separate from the transactions contemplated are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP accuracy or completeness of the information in this Presentation (including as to the accuracy or hereby, the proceeds of which will be used to repay a portion of an outstanding loan issued by or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent reasonableness of statements, estimates, targets, projections, assumptions or judgments) or any Sonder for the purpose of early exercise of stock options. (which accounted for the benefit of rent abatement in the period in which it was received). other written, oral or other communications transmitted or otherwise made available to any party Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in the course of its evaluation of the potential Business Combination. Accordingly, none of Forecast and Illustrative Scenarios in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Sonder, GM II or any of their respective affiliates, directors, officers, employees, or advisers or This Presentation contains information with respect to Sonders projected results. This forecast is Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the any other person shall be liable for any direct, indirect, or consequential loss or damages based on currently available information and Sonder estimates. Neither Sonder nor its benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. suffered by any person as a result of relying on any statement in or omission from this independent auditors audited, reviewed, compiled, or performed any procedures with respect to Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding Presentation and any such liability is expressly disclaimed. either information for the purpose of its inclusion in this Presentation, and accordingly, neither of back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs them expressed an opinion or provided any other form of assurance with respect thereto for the directly associated with guest-facing functions in each of Sonders buildings. These costs purpose of this Presentation. Sonder does not undertake any commitment to update or revise include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) Forward-Looking Statements any such information, whether as a result of new information, future events or otherwise. The laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted This Presentation contains forward-looking statements within the meaning of the Private assumptions and estimates underlying the above-referenced information are inherently uncertain EBITDA is now defined as net loss excluding the impact of depreciation, stock-based Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, and are subject to a wide variety of significant business, economic and competitive risks and compensation, and COVID-19 pandemic related offboardings/other (costs associated with statements about forecasted future financial and operating results, revenue growth, growth in uncertainties that could cause actual results to differ materially from those contained in such dropping units at the beginning of the COVID-19 pandemic). total unit portfolio, plans, objectives, expectations and intentions with respect to future information. See Forward-Looking Statements above. operations, products and services, planned openings, expected unit contractings; and other statements identified by words such as will likely result, are expected to, will continue, is anticipated, estimated, believe, intend, plan, projection, outlook or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Sonders industry and market size, future opportunities for Sonders business and its estimated future results and regarding the potential Business Combination, including implied enterprise value, the expected post-closing ownership structure, the ability to successfully complete the PIPE transactions and sale of Delayed Draw Notes, and the likelihood and ability of the parties to 2 successfully consummate the potential Business Combination.
Disclaimer Sonder and GM II believe that such non-GAAP financial measures provide useful information to Trademarks and Trade Names Participants in Solicitation investors and others in understanding and evaluating Sonders operating results in the same Sonder and GM II and their respective affiliates own or have rights to various trademarks, service GM II, Sonder and their respective directors and officers may be deemed participants in the manner as Sonder management. However, such financial measures are not calculated in marks and trade names that they use in connection with the operation of their respective solicitation of proxies of GM II stockholders in connection with the proposed Business accordance with GAAP and should not be considered as a substitute for revenue, net income, businesses. This Presentation also contains trademarks, service marks and trade names of third Combination. GM II stockholders and other interested persons may obtain, without charge, more operating profit, or any other operating performance measure calculated in accordance with parties, which are the property of their respective owners. Sonder and the Sonder logo are detailed information regarding the directors and officers of GM II in GM IIs registration statement GAAP. Using any such financial measure to analyze Sonders business would have material registered and unregistered trademarks of Sonder Canada Inc. in the United States and other on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, limitations because the calculations are based on the subjective determination of management jurisdictions. The use or display of third parties trademarks, service marks, trade names or 2021. Information regarding the persons who may, under SEC rules, be deemed participants in regarding the nature and classification of events and circumstances that investors may find products in this Presentation is not intended in, and does not imply, a relationship with Sonder, the solicitation of proxies to GM II stockholders in connection with the proposed Business significant. In addition, although other companies in Sonders industry may report measures GM II or any of their affiliates, or an endorsement or sponsorship by or of Sonder, GM II or such Combination and other matters to be voted upon at the Special Meeting will be set forth in the titled EBITDA or similar measures, such financial measures may be calculated differently from affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in Registration Statement for the proposed Business Combination when available. You may obtain how Sonder calculates such financial measures, which reduces their overall usefulness as this Presentation may appear without the ®, TM or SM symbols, but such references are not free copies of these documents as described in the preceding section. comparative measures. Because of these limitations, you should consider these non-GAAP intended to indicate, in any way, that Sonder, GM II, their affiliates or any third parties whose financial measures alongside other financial performance measures, including net income and trademarks are referenced herein will not assert, to the fullest extent under applicable law, their other financial results, presented in accordance with GAAP. rights or the right of the applicable licensor in these trademarks, service marks and trade names. Key Metrics Additional Information and Where to Find It This Presentation includes certain non-GAAP financial measures and key metrics that Sonders GM II intends to file a registration statement on Form S-4 (the Registration Statement) that management uses to evaluate Sonders operations, measure its performance and make includes a preliminary proxy statement, consent solicitation statement and prospectus with strategic decisions. The key metrics used in this Presentation are Live Units, Bookable Nights, respect to GM IIs securities to be issued in connection with the Business Combination that also Average Daily Rate and RevPAR. constitutes a preliminary prospectus of GM II and will mail a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents to its Live Units are defined as units which are available for guest bookings on Sonder.com, the stockholders. The Registration Statement is not yet effective. The Registration Statement, Sonder app and other channels. Sonder pays rent (or utilizes pre-negotiated abatement) and is including the proxy statement/prospectus/consent solicitation statement contained therein, when able to generate revenue from these units. it is declared effective by the US Securities and Exchange Commission (the SEC), will contain important information about the proposed Business Combination and the other matters to be Bookable Nights represent the total number of nights available for stays across all Live Units voted upon at a meeting of GM IIs stockholders to be held to approve the proposed Business excluding nights lost to full building closures greater than 30 nights, in line with industry Combination and other matters (the Special Meeting) and is not intended to provide the basis standards. Sonder previously calculated Bookable Nights excluding unit closures, regardless of for any investment decision or any other decision in respect of such matters. GM II may also file length of closure or number of units. Sonders change in methodology in the calculation of other documents regarding the proposed Business Combination with the SEC. GM II Bookable Nights increased historical and forecasted Bookable Nights, decreased historical and stockholders and other interested persons are advised to read, when available, the Registration forecasted RevPAR, and had no eect on the historical or forecasted financial information. Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the Average Daily Rate represents the average revenue earned per night occupied, and is calculated proposed Business Combination. When available, the definitive proxy as Revenue divided by the total number of Occupied Nights across all Live Units. statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other RevPAR represents the average revenue earned per available night, and is calculated either by matters to be voted upon at the Special Meeting. dividing revenue by Bookable Nights, or by multiplying Average Daily Rate by Occupancy Rate, expressed in U.S. dollars. When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other matters to be voted upon at the Special Meeting. GM II stockholders will be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC without charge, once available, at the SECs website at www.sec.gov or by directing a request to Gores Metropoulos II, Inc., 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, GM IIs proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400). The information in this Presentation has not been reviewed by the SEC and certain information, such as the financial measures referenced above, may not comply in certain respects with SEC rules. The Registration Statement GM II will file in connection with the proposed Business Combination may der from this Presentation in order to comply with SEC rules, and supersedes the information included in this Presentation. 3
Third Quarter 2021 Summary Results Q3 2021 Financial Highlights Accelerating growth supported by robust market tailwinds $67M Record Q3 Revenue +155% YoY +43% QoQ $1261 Driven in part by continued 83% of Q319 RevPAR recovery +64% YoY +26% QoQ Improving Property Level $11M Profit and Adj. EBITDA QoQ Improvement $(4.4M) PLP | $(47.5M) Adj. EBITDA in Adj. EBITDA $8M | $11M improvement, respectively, QoQ DO Plaça Reial, Barcelona Opened in July 2021 Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs 4 directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (1) RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).
Third Quarter 2021 Summary Results Q3 2021 Corporate Highlights Announced additional capital to allow us to pursue our ambitious growth and expansion strategy Parián, Mexico City Opened in September 2021 De-risked balance sheet with $530M fully funded plan Total Capital1,2 1,2 ~$530M of Total Capital following closing + + up to $450M proceeds from SPAC trust Up to $450M SPAC proceeds Continued portfolio growthon pace to achieve 18K units 16K+ by EOY Units 35% Total Portfolio3 growth since EOY 20 Total Portfolio3 Newly launched & signed properties in Paris, as of 9/30 Mexico City, Dubai and continued expansion in the U.S 5 (1) Total Capital following closing includes ~$530M of total capital, in addition to $450M proceeds from SPAC trust. (2) $530M of Total Capital following closing includes approximately $200M in the Existing PIPE, approximately $110M in additional PIPE commitments and a signed non-binding term sheet for $220 million of Delayed Draw Notes with existing PIPE investors to be available following the closing of the proposed business combination. (3) Total Portfolio as of 9/30/2021. Sonder defines its Total Portfolio as Live Units plus Contracted Units. This includes any unit that has a signed real estate contract, regardless of whether or not the unit is available for guests to book. This excludes any units that have been dropped (i.e., the lease was terminated or allowed to expire).
Third Quarter 2021 Summary Results Raising our full year 2021 Outlook Continued RevPAR growth and portfolio expansion driving revenue outperformance and improving Adjusted EBITDA The Quincy, Washington D.C. Opened in October 2021 $200M 2021 Revenue Outlook 17% (midpoint) increase vs. initial outlook to $205M 9.5% (midpoint) increase vs. midpoint of revised outlook range Better than 2021 Adjusted EBITDA Outlook $(240)M 17% increase vs. initial outlook Note: All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other 6 Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related oboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).
Third Quarter 2021 Summary Results Robust travel demand has helped drive continued growth in ADRs, while occupancy rates have stabilized near ~70%, yielding 26% QoQ RevPAR growth in Q321 Quarterly ADR ($) and Occupancy Rate (%) Quarterly RevPAR ($) (ADR x Occupancy) 83% of Q319 RevPAR 62% of Q219 RevPAR ADR YoY 2% (58)% (46)% (39)% (26)% 77% 79% Bookable Nights 428,435 399,698 345,989 384,657 411,387 473,393 535,603 Bookable Nights ADR QoQ (13)% (47)% 24% 6% 6% 28% 25% QoQ 23% (7)% (13)% 11% 7% 15% 13% 7 Note: Occupancy Rate (OR) is defined as Occupied Nights divided by Bookable Nights, expressed as a percentage, and represents the percentage of occupied nights out of the total available nights. Occupied Nights represent the total number of nights occupied across all Live Units. Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. Average Daily Rate (ADR) is defined as Revenue divided by Occupied Nights, expressed in U.S. dollars, and represents the average revenue earned per night occupied.
Third Quarter 2021 Summary Results RevPAR recovery combined with bookable nights growth drove record Q3 2021 Revenue and improvement in Adjusted EBITDA and Property Level Profit (Loss) Quarterly Revenue ($M) Quarterly Adjusted EBITDA2 ($M) Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Property Level YoY 99% (49)% (34)% (36)% (25)% 151% 155% Profit (Loss)¹ $(19.5) $(16.9) $(7.1) $(19.1) $(19.2) $(12.8) $(4.4) QoQ (6)% (55)% 40% 8% 11% 50% 43% PLL % Margin (47)% (90)% (27)% (67)% (61)% (27)% (6)% Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA 8 now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).
Third Quarter 2021 Summary Results 2021 Full Year Revenue Outlook ($M) +17% +7% vs. Initial Outlook2 vs. Initial Outlook2 +75% +59% YoY Growth2 YoY Growth2 We are raising our outlook for +49% $205 YoY Growth $190 full year 2021 Revenue given RevPAR outperformance throughout the first 9 months of the year, and we are also raising our Adjusted EBITDA1 outlook to better than $(240)M Note: Management has raised its FY 2021 Revenue outlook to $200-$205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. (1) All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement 9 in the period in which it was received) and Non-GAAP Other Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related oboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (2) Growth calculated based on the midpoint of each respective outlook range.
Downtown Tower II, Dubai Opened in October 2021 Appendix
Appendix Transaction summary Illustrative Pro Forma Valuation ($M, except per share values) Key Transaction Terms Pro Forma Capitalization Pro forma enterprise value of $1,925M (3.2x 2022E revenue) Share Price at Merger $ 10.00 Pro forma net balance sheet cash includes proceeds from the March 2021 convertible note Total Shares Outstanding 277.3 issuance 1 Equity Value $ 2,773 Original PIPE investment of $200M upsized with additional PIPE investment of $109M Assumes the new Delayed Draw Notes (up to ~$220M) are undrawn at close (-) PF Net Balance Sheet Cash2 ($848) Existing Sonder shareholders will retain 69% ownership in the pro forma company Enterprise Value $ 1,925 Both the SPAC and PIPE ering are 100% primary with all net proceeds (after transaction 2022E GAAP Revenue $ 610 costs) going to the balance sheet Implied Multiple 3.2x Sources and Uses ($M) Illustrative Post-Transaction Ownership Sources SPAC Cash in Trust $ 450 4% PIPE Investment 200 Pro Forma Ownership Value Additional PIPE1 109 Existing Sonder Shareholders $ 1,902 SPAC Shareholders 450 New Delayed Draw Notes (Undrawn) 0 Seller Rollover Equity 1,902 PIPE Investors1 322 Total $ 2,661 SPAC Sponsor1 100 Total Value $ 2,773 Uses Net Cash to Balance Sheet2 $ 729 Transaction Costs3 30 Seller Rollover Equity 1,902 Total $ 2,661 of warrants and earnout to existing Sonder shareholders and assumes zero redemptions by Gores Metropoulos II public shareholders. Shareholders from Sonders convertible note issuance included in existing Sonder shareholders. Pro forma net balance sheet cash as of 6/30/2021 includes approximately $119M of net cash projected and $35M of projected debt outstanding (the transaction is expected to close by the end of 2021). Pro forma net balance sheet cash as of 6/30/2021 assumes no Sonder transaction expenses and $30M of Company transaction expenses. Pro forma net balance sheet cash assumes zero redemptions by Gores Metropoulos II public shareholders. Sonder has entered into a non-binding term sheet with respect to the Delayed Draw Notes financing and the consummation of such financing is 11 subject to the completion of definitive documentation. 1 Additional PIPE of ~$109.4M includes ~$102.3M investment by existing PIPE investors and SPAC Sponsor in exchange for ~11.51M common shares (and result of SPAC Sponsor cancelling ~1.28M founder shares) and incremental ~$7.1M investment by SPAC Sponsor in exchange for ~0.71M common shares. 2 Assumes no draw on the new Delayed Draw Notes. 3 Excludes estimated Sonder transaction expenses of $16-$18M. Company transaction expenses are expected to be ~$40Mby transaction close.
Appendix Metric Q3 2021 Q3 2020 Ä YoY Revenue (000s) $67,454 $26,471 155% Net Loss (000s) $(64,584) $(55,514) (16)% Live Units 6,300 3,900 62% Total Portfolio1 16,200 10,400 56% Bookable Nights2 535,603 345,989 55% Occupied Nights 365,979 257,279 42% Occupancy Rate 68% 74% (8)% Average Daily Rate (ADR) $184 $103 79% Financial summary Revenue per Available Room (RevPAR)3 $126 $77 64% and operating results Property Level Profit (Loss) (000s) $(4,381) $(7,071) 38% Property Level Profit (Loss) Margin (6)% (27)% 21% Adj. EBITDA (000s) $(47,471) $(41,900) (13)% Adj. EBITDA Margin (70)% (158)% 88% GAAP rent to Landlord Payments Adjustment $5,706 $(5,693) NM CapEx allowance realized4 $1,915NM Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (1) Sonder defines its Total Portfolio as Live Units plus Contracted Units. This includes any unit that has a signed real estate contract, regardless of whether or not the unit is available for guests to book. This excludes any units that have been dropped (i.e., the lease was terminated or allowed to expire). (2) Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. Live Units are defined as units which are available for guest bookings on Sonder.com, the Sonder app and other channels. Sonder pays rent (or utilizes prenegotiated abatement) and is able to generate revenue from these units. (3) RevPAR (Revenue per 12 Available Room) represents the average revenue earned per available night, and is calculated either by dividing Revenue by Bookable Nights or by multiplying Average Daily Rate by Occupancy Rate. (4) Represents cash payments from real estate owners received for capital expenditure financing.
Appendix GAAP to Non-GAAP Bridges ($ in 000s) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Loss from operations $(71,229) $(54,265) $(52,197) $(66,131) $(71,049) $(64,934) $(55,401) Operations & Support, General & Administrative, $66,184 $44,719 $54,160 $57,442 $63,402 $68,458 $70,453 Research & Development and Sales & Marketing Property Level Costs $(14,423) $(7,389) $(9,034) $(10,415) $(11,513) $(16,360) $(19,433) Property Level Profit Property Level Profit (Loss) $(19,468) $(16,935) $(7,071) $(19,104) $(19,160) $(12,836) $(4,381) (Loss) Quarterly memo: GAAP rent to Landlord Payments adjustment $1,267 $3,765 $(5,693) $5,577 $3,811 $3,188 $5,706 Non-GAAP Reconciliation Prior PLP (PLL) Methodology Updated PLP (PLL) Methodology Revenue Revenue (-) Non-GAAP Cost of Revenue: (-) GAAP Cost of Revenue: (includes benefit of upfront rent abatement) (rent abatement & capex allowance amortized over term of lease) Landlord Payments GAAP Rent Cleaning Cleaning Credit Card Fees Credit Card Fees (-) Property Level Costs (-) Property Level Costs = Property Level Profit = Property Level Profit Note: All references to Property Level Profit (Loss) (PLP or PLL) in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Property Level Profit (Loss) (PLP or PLL) now utilizes GAAP rent, which amortizes the benefit of both 13 rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs.
Appendix GAAP to Non-GAAP Bridges ($ in 000s) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Net Loss $(61,743) $(60,799) $(55,514) $(72,260) $(78,541) $(73,949) $(64,584) Interest expense, net $1,507 $1,669 $1,658 $1,568 $3,827 $12,522 $13,279 Provision for income taxes$3 $11 $309 $23 $70 $133 Depreciation and amortization $4,152 $4,206 $4,269 $4,342 $4,119 $4,213 $4,357 EBITDA $(56,084) $(54,921) $(49,576) $(66,041) $(70,572) $(57,144) $(46,815) Stock-based compensation $3,067 $1,742 $1,020 $1,394 $14,153 $2,448 $3,573 Other expenses (income), net $(10,993) $4,862 $1,648 $4,252 $3,642 $(3,577) $(4,229) Adj. EBITDA Quarterly COVID-19 related offboardings$3,507 $5,008 $1,360 Adjusted EBITDA² $(64,010) $(44,810) $(41,900) $(59,035) $(52,777) $(58,273) $(47,471) Non-GAAP memo: GAAP rent to Landlord Payments adjustment $1,267 $3,765 $(5,693) $5,577 $3,811 $3,188 $5,706 Reconciliation memo: Capex allowance realized³ $531 $475 $1,915 Prior Adj. EBITDA Methodology Updated Adj. EBITDA Methodology Net Loss Net Loss (+) Interest Expense, Income taxes, D&A (+) Interest Expense, Income taxes, D&A = EBITDA = EBITDA (+) SBC, Other expenses (income), (+) SBC, Other expenses (income), COVID-19 related boardings COVID-19 related boardings (+) GAAP rent to LL payments adj. = Adj. EBITDA (+) Capex Allowance realized Memo: GAAP rent to LL Payments Adj. = Adj. EBITDA Memo: Capex allowance realized Note: All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted 14 for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related boardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).
Exhibit 99.3
Investor Presentation November 2021
Disclaimer This presentation (the Presentation) is being made in connection with a potential transaction Such forward-looking statements are based upon the current beliefs and expectations of the Industry and Market Data (the Business Combination) between Sonder Holdings Inc. (Sonder) and Gores Metropoulos management of each of Sonder and GM II and are inherently subject to significant business, The information contained herein also includes information provided by third parties. Any II, Inc. (GM II). economic and competitive uncertainties and contingencies, many of which are diï¬cult to predict estimates or projections contained herein involve elements of subjective judgment and analysis and generally beyond the control of the parties. that may or may not prove to be accurate. None of Sonder, GM II, their respective aï¬liates or No Oer or Solicitation any third parties that provide information to Sonder, GM II or their respective affiliates, such as This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor Actual results, performance or achievements may differ materially, and potentially adversely, from market research firms, guarantee the accuracy, completeness, timeliness or availability of any a solicitation of an offer to sell, buy or subscribe for any securities in any jurisdiction, nor is it a any projections and forward-looking statements and the assumptions on which those information or are responsible for any errors or omissions (negligent or otherwise), regardless of solicitation of any vote relating to the potential Business Combination or otherwise in any forward-looking statements are based. There can be no assurance that the data contained the cause, or the results obtained from the use of such content. Sonder and GM II may have jurisdiction. herein is reflective of future performance to any degree. You are cautioned not to place undue supplemented this information where necessary with information from discussions with Sonders reliance on forward-looking statements as a predictor of future performance as projected customers and Sonders own internal estimates, taking into account publicly available No Representations and Warranties financial information, cost savings and other information are based on estimates and information about other industry participants and Sonders managements best view as to This Presentation has been prepared to assist interested parties in making their own evaluation assumptions. The forward-looking statements are subject to various risks, uncertainties and information that is not publicly available. with respect to a potential investment in GM II relating to the potential Business Combination and other factors, many of which are beyond our control, including those described in the Risk for no other purpose. Sonder and GM II assume no obligation to update or keep current the Factors Summary on p. 50. There may be additional risks that neither Sonder nor GM II currently None of Sonder, GM II or their respective affiliates give any express or implied warranties, information contained in this Presentation, to remove any outdated information or to expressly know or that Sonder and GM II currently believe are immaterial that could also cause actual including, but not limited to, any warranties of merchantability or fitness for a particular purpose mark it as being outdated. No securities commission or securities regulatory authority or other results of Sonder to differ from those contained in the forward-looking statements. Other or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, regulatory body or authority in the United States or any other jurisdiction has in any way passed unknown or unpredictable factors or factors currently considered immaterial also could have an exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal upon the merits of, or the accuracy and adequacy of, any of the information contained in this adverse effect on Sonders actual results. Consequently, there can be no assurance that the fees or losses (including lost income or profits and opportunity costs) in connection with the use Presentation. actual results or developments anticipated in this Presentation will be realized or, even if of the information herein. None of Sonder, GM II, their respective affiliates or any of their substantially realized, that they will have the expected consequences to, or effects on, Sonder. respective directors, officers, employees, members, partners, stockholders, or agents makes This Presentation does not purport to contain all of the information that may be required to All information set forth herein speaks only as of the date hereof in the case of information about any representation or warranty with respect to the accuracy of such information. evaluate an investment relating to the potential Business Combination, and any recipient should Sonder and GM II or the date of such information in the case of information from persons other conduct its own independent analysis of Sonder and GM II and the data contained or referred to than Sonder or GM II, and Sonder and GM II expressly disclaim any intention or obligation to Non-GAAP Financial Measures in this Presentation. You should not construe the contents of this Presentation as legal, update any forward looking statements as a result of developments occurring after the date of This Presentation includes certain non-GAAP financial measures that Sonders management accounting, business or tax advice and you should consult your own professional advisors as to this Presentation. Annualized, pro forma, projected and estimated numbers are used for uses to evaluate Sonders operations, measure its performance and make strategic decisions. the legal, accounting, business, tax, financial and other matters contained herein. illustrative purpose only, are not forecasts and may not reflect actual results. The non-GAAP financial measures used in this Presentation are Property Level Costs (PLC), Property Level Profit (Loss) (PLL or PLP) and Adjusted EBITDA. No representation or warranty, express or implied, is or will be given by Sonder or GM II or any of their respective aï¬liates, directors, oï¬cers, employees or advisers or any other person as to the Note: Francis Davidson, Sonders Founder and CEO, plans to sell a small portion of his shares to All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document accuracy or completeness of the information in this Presentation (including as to the accuracy or a PIPE investor in a private transaction wholly separate from the transactions contemplated are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP reasonableness of statements, estimates, targets, projections, assumptions or judgments) or any hereby, the proceeds of which will be used to repay a portion of an outstanding loan issued by or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent other written, oral or other communications transmitted or otherwise made available to any party Sonder for the purpose of early exercise of stock options. (which accounted for the benefit of rent abatement in the period in which it was received). in the course of its evaluation of the potential Business Combination. Accordingly, none of Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance Sonder, GM II or any of their respective aï¬liates, directors, oï¬cers, employees, or advisers or Forecast and Illustrative Scenarios in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level any other person shall be liable for any direct, indirect, or consequential loss or damages This Presentation contains information with respect to Sonders projected results. This forecast is Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the suffered by any person as a result of relying on any statement in or omission from this based on currently available information and Sonder estimates. Neither Sonder nor its benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Presentation and any such liability is expressly disclaimed. independent auditors audited, reviewed, compiled, or performed any procedures with respect to Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding either information for the purpose of its inclusion in this Presentation, and accordingly, neither of back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs them expressed an opinion or provided any other form of assurance with respect thereto for the directly associated with guest-facing functions in each of Sonders buildings. These costs Forward-Looking Statements purpose of this Presentation. Sonder does not undertake any commitment to update or revise include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) This Presentation contains forward-looking statements within the meaning of the Private any such information, whether as a result of new information, future events or otherwise. The laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, assumptions and estimates underlying the above-referenced information are inherently uncertain EBITDA is now defined as net loss excluding the impact of depreciation, stock-based statements about forecasted future financial and operating results, revenue growth, growth in and are subject to a wide variety of significant business, economic and competitive risks and compensation, and COVID-19 pandemic related offboardings/other (costs associated with total unit portfolio, plans, objectives, expectations and intentions with respect to future uncertainties that could cause actual results to differ materially from those contained in such dropping units at the beginning of the COVID-19 pandemic). operations, products and services, planned openings, expected unit contractings; and other information. See Forward-Looking Statements above. statements identified by words such as will likely result, are expected to, will continue, is anticipated, estimated, believe, intend, plan, projection, outlook or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Sonders industry and market size, future opportunities for Sonders business and its estimated future results and regarding the potential Business Combination, including implied enterprise value, the expected post-closing ownership structure, the ability to successfully complete the PIPE transactions and sale of Delayed Draw Notes, and the likelihood and ability of the parties to successfully consummate the potential Business Combination. 2
Disclaimer (continued) Sonder and GM II believe that such non-GAAP financial measures provide useful information to Trademarks and Trade Names Participants in Solicitation investors and others in understanding and evaluating Sonders operating results in the same Sonder and GM II and their respective aï¬liates own or have rights to various trademarks, service GM II, Sonder and their respective directors and oï¬cers may be deemed participants in the manner as Sonder management. However, such financial measures are not calculated in marks and trade names that they use in connection with the operation of their respective solicitation of proxies of GM II stockholders in connection with the proposed Business accordance with GAAP and should not be considered as a substitute for revenue, net income, businesses. This Presentation also contains trademarks, service marks and trade names of third Combination. GM II stockholders and other interested persons may obtain, without charge, more operating profit, or any other operating performance measure calculated in accordance with parties, which are the property of their respective owners. Sonder and the Sonder logo are detailed information regarding the directors and officers of GM II in GM IIs registration statement GAAP. Using any such financial measure to analyze Sonders business would have material registered and unregistered trademarks of Sonder Canada Inc. in the United States and other on Form S-1 (File No. 333-251663), which was declared eective by the SEC on January 19, limitations because the calculations are based on the subjective determination of management jurisdictions. The use or display of third parties trademarks, service marks, trade names or 2021. Information regarding the persons who may, under SEC rules, be deemed participants in regarding the nature and classification of events and circumstances that investors may find products in this Presentation is not intended in, and does not imply, a relationship with Sonder, the solicitation of proxies to GM II stockholders in connection with the proposed Business significant. In addition, although other companies in Sonders industry may report measures GM II or any of their aliates, or an endorsement or sponsorship by or of Sonder, GM II or such Combination and other matters to be voted upon at the Special Meeting will be set forth in the titled EBITDA or similar measures, such financial measures may be calculated dierently from aï¬liates. Solely for convenience, the trademarks, service marks and trade names referred to in Registration Statement for the proposed Business Combination when available. You may obtain how Sonder calculates such financial measures, which reduces their overall usefulness as this Presentation may appear without the ®, TM or SM symbols, but such references are not free copies of these documents as described in the preceding section. comparative measures. Because of these limitations, you should consider these non-GAAP intended to indicate, in any way, that Sonder, GM II, their aï¬liates or any third parties whose financial measures alongside other financial performance measures, including net income and trademarks are referenced herein will not assert, to the fullest extent under applicable law, their other financial results, presented in accordance with GAAP. rights or the right of the applicable licensor in these trademarks, service marks and trade names. Key Metrics Additional Information and Where to Find It This Presentation includes certain non-GAAP financial measures and key metrics that Sonders GM II intends to file a registration statement on Form S-4 (the Registration Statement) that management uses to evaluate Sonders operations, measure its performance and make includes a preliminary proxy statement, consent solicitation statement and prospectus with strategic decisions. The key metrics used in this Presentation are Live Units, Bookable Nights, respect to GM IIs securities to be issued in connection with the Business Combination that also Average Daily Rate and RevPAR. constitutes a preliminary prospectus of GM II and will mail a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents to its Live Units are defined as units which are available for guest bookings on Sonder.com, the stockholders. The Registration Statement is not yet eective. The Registration Statement, Sonder app and other channels. Sonder pays rent (or utilizes pre-negotiated abatement) and is including the proxy statement/prospectus/consent solicitation statement contained therein, when able to generate revenue from these units. it is declared effective by the US Securities and Exchange Commission (the SEC), will contain important information about the proposed Business Combination and the other matters to be Bookable Nights represent the total number of nights available for stays across all Live Units voted upon at a meeting of GM IIs stockholders to be held to approve the proposed Business excluding nights lost to full building closures greater than 30 nights, in line with industry Combination and other matters (the Special Meeting) and is not intended to provide the basis standards. Sonder previously calculated Bookable Nights excluding unit closures, regardless of for any investment decision or any other decision in respect of such matters. GM II may also file length of closure or number of units. Sonders change in methodology in the calculation of other documents regarding the proposed Business Combination with the SEC. GM II Bookable Nights increased historical and forecasted Bookable Nights, decreased historical and stockholders and other interested persons are advised to read, when available, the Registration forecasted RevPAR, and had no eect on the historical or forecasted financial information. Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the Average Daily Rate represents the average revenue earned per night occupied, and is calculated proposed Business Combination. When available, the definitive proxy as Revenue divided by the total number of Occupied Nights across all Live Units. statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other RevPAR represents the average revenue earned per available night, and is calculated either by matters to be voted upon at the Special Meeting. dividing revenue by Bookable Nights, or by multiplying Average Daily Rate by Occupancy Rate, expressed in U.S. dollars. When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other matters to be voted upon at the Special Meeting. GM II stockholders will be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC without charge, once available, at the SECs website at www.sec.gov or by directing a request to Gores Metropoulos II, Inc., 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, GM IIs proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400). The information in this Presentation has not been reviewed by the SEC and certain information, such as the financial measures referenced above, may not comply in certain respects with SEC rules. The Registration Statement GM II will filed in connection with the proposed Business Combination may dier from this Presentation in order to comply with SEC rules, and supersedes the information included in this Presentation. 3
Todays speakers and senior leadership Francis Davidson Sanjay Banker Alec Gores Ted Fike Justin Wilson Co-Founder & CEO, President & CFO, Chief Executive Oï¬cer, Sr. Managing Director, Sr. Managing Director, Sonder Sonder The Gores Group The Gores Group The Gores Group 4
The Gores SPAC franchise has a premier track record Alignment with Key An Attractive Opportunity for Proven SPAC Track Record Stakeholders Prospective Targets $36B transaction value across 7 Sonder stockholders: Nominal redemptions across 7 completed transactions Compelling valuations and completed transactions upside potential from rollover $5.3B in new cash equity Significant experience helps shares and earnout delivered across 7 completed ensure seamless transaction transactions Investors: Attractive entry from upfront diligence through valuation with long-term return transaction close 13 SPACs raised to date, totaling potential $5.7B (prior to PIPE Proven record of providing commitments) Sponsor alignment: $600M+ of expedited access to liquidity, capital committed by Gores capital and value creation Sponsor and affiliates in 7 completed transactions 5 Note: An investment in Gores Metropoulos II or Sonder is not an investment in any other current or previous special purpose acquisition company sponsored by affiliates of The Gores Group (the SPACs). The historical results of the SPACs, including those represented in this presentation, are not necessarily indicative of future performance of Gores Metropoulos II or Sonder.
The Gores SPAC franchise has a premier track record Proceeds Acquisition Vehicle Target Transaction Close Transaction Value Redemption Rate Delivered November $2.3B $725M 0% 2016 October $2.4B $800M <1% 2018 February $1.5B $620M 0% 2020 December $2.9B $590M 0% 2020 January $16.1B $925M 0% 2021 August $8.5B $1,000M 24% 2021 July $2.3B $640M 0% 2021 Note: An investment in Gores Metropoulos II or Sonder is not an investment in any other current or previous special purpose acquisition company sponsored by affiliates of The Gores Group (the SPACs). 6 The historical results of the SPACs, including those represented in this presentation, are not necessarily indicative of future performance of Gores Metropoulos II or Sonder. Redemption rate for Ardagh Metal Packaging shown net of any backstop investments.
Company Overview Company Overview Financial Overview Transaction Overview
Company Overview Sonder is building the hospitality brand of tomorrow 1950s Big box chains Introduced brands to consumers 2000s P2P marketplaces Applied technology only to connect guests and listings Tomorrow Leveraging technology and design across the entire value chain to create a 21st century brand 8
Company Overview Sonder is revolutionizing the hospitality industry Tech-driven platform ~50% 100% Operating cost reduction1 Digital, mobile first service Design-forward experience 70%+ 350+ Customer Satisfaction loved by our guests 3 (CSAT) scores2 Extraordinary properties Enormous market opportunity $809B <2.0% 4 Share in current markets by Global lodging market 5 2025 Strong value proposition Lower costs, faster Alleviate management to real estate partners lease-up, better ROI responsibilities Rapid growth and proven 3 Month 103% Avg. estimated unit economics 6 Revenue CAGR 7 payback period Q321 outperformance vs. 1.2x 1.3x traditional hotels RevPAR outperformance8 Occupancy outperformance8 (1) Versus traditional hotel operating costs. (2) CSAT/Customer Satisfaction defined as % of guests surveyed who rated Sonder as a 5 on a scale of 1 (lowest) to 5 (highest). Data greater than 25 reviews within February 2020. (3) Includes currently live and contracted properties as of 9/30/2021. (4) Source: Euromonitor. (5) Reflects cumulative U.S. apartment and global hotel market share of units contracted by Sonder from 2021E2025E. Further penetration detail on page 25. (6) 2020A-2025E GAAP Revenue CAGR. (7) Based on late stage pipeline deals in lease negotiation and LOI as of 12/31/2020. Payback period defined as the forecasted number of months it takes for a deals cumulative cash flow to turn positive based on Sonders internal underwriting process. (8) Per STR, average for the three months ending 9/30/2021. Traditional Hotels represents Upper Upscale class of hotels in cities where Sonder operates. The Upper Upscale chain segment 9 designation is determined by STR (a globally recognized resource for market data on the worldwide hospitality industry) based on each hotel brands Average Daily Rate for prior years. RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).
Company Overview Today, travelers are forced to choose among three flawed options... Boutique Hotels Big Box Hotels Short Term Rentals Expensive Boring Unpredictable 10
Company Overview but we see no reason to compromise Exceptional design 11
Company Overview Global Lodging Market $222B Global luxury and upscale hotel spend in 2019 Our long term goal is to become the leading brand $809B within the massive, Total addressable $495B $800B+ addressable global lodging market in 2019 Untapped lodging lodging market markets $91B Global short-term rental market in 2019 Source: Euromonitor 12 Note: The untapped lodging markets are primarily comprised of mid-market and budget hotels, as well as the long-tail lodging options globally such as smaller, unrated hotels and hostels/inns/lodges.
Company Overview Our design-led, tech-enabled experience drives exceptional value to both guests and real estate Guests estate owners Tech-centric Design-led economics Higher quality o management Lower cost edentialed partner platform manages the end-to-end guest experience 13
Company Overview Traditional hospitality still Concierge desk relies on antiquated services Front desk Taxi stand 14
Company Overview Our technology powers the entire guest journey, from booking through checkout 1 2 3 4 5 6 Search, Discovery Check-In One-Touch Wifi Digital Customer Service Check-out & Booking Seamless check-in with Wifi and other amenities Concierge On Demand Guest survey and Easy, intuitive browsing important notifications may be accessed and Curated localized Service requests and issue refer-a-friend promo codes with frictionless booked on mobile recommendations reporting reservations 15
system for hospitality, infusing technology into every Building Openings Operations Supply Revenue Demand Chain / Forecasting Generation Onboarding Custom boundary drawn comps Powering our property onboardings and openings Pricing automation Contextual data to better forecast revenue Warehouse & inventory management Room attribution algorithm Listing / Underwriting Dispatch / Distribution Customer Service Mapping visualization Distribution API integrations Housekeeping & quality assurance RevPAR triangulation Listing platforms Task platform 16
Company Overview Operating Costs Process automation Check-ins Requests Operations Our technology and differentiated model Service eï¬ciency enable us to reduce ~50% Messaging, not calling operating costs vs. Centralized contact center traditional hotels by Self-serve & automation as much as 50% 3rd party amenities On-demand services Partnerships Illustrative Traditional Hotel 17
Company Overview We partner with artists, architects and designers to bring extraordinary spaces to life Featured in 18
Company Overview We have global scale with 350+ properties across 39 markets and a proven expansion playbook 16K+ Live and Contracted Units ~6x Size of largest direct competitor1 Americas Europe & Other International Live Markets Contracted Markets Atlanta Dallas Los Angeles Montreal Orlando San Antonio Seattle Amsterdam Dublin Madrid Austin Denver Mexico City Nashville Palm Springs San Diego Toronto Barcelona Edinburgh Milan Boston Detroit Miami New Orleans Philadelphia San Francisco Vancouver Dubai Glasgow Paris Chicago Houston Minneapolis New York City Phoenix Savannah Washington D.C. London Rome 19 Note: As of 9/30/2021. (1) Defined as short term rental operators. Comparison includes Live Units only and is based on publicly available information for competitors as of October 2020.
Company Overview We offer entire properties curated and operated by Sonder, from apartment developments to modernized hotels Apartment developments1 Modernized hotels 17 West Marina V Hotel Flatiron Miami Dubai Palm Springs New York Witherspoon Randolph Chelsea Green Crescent Philadelphia Detroit London Beverly Hills (1) Defined as commercial or mixed use apartment developments.
Company Overview Whether you need Montreal Dubai a Sonder for a The Richmond Marina Suites night, a week or a 82% 5/5 | 60+ Reviews 78% 5/5 | 240+ Reviews Brand new building in a trendy neighbourhood, surrounded by good The room was superb. [There was] privacy even if travelling with friends or family. month, weve built restaurants and amazing cafeterias. The apartment was super clean [Location is] right by the Marina. Superb. -Stephen and comfortable. Id definitely recommend this place! Well be booking an experience our again when were back in MTL. -Bianca guests love 70%+ CSAT1 Philadelphia Boston The Heid The Pierce 75% 5/5 | 80+ Reviews 86% 5/5 | 50+ Reviews The ambiance, the space, the location were all on point. We had the most fantastic experience staying with Sonder. The views Loved the records and the record player. It was super convenient from rooms were amazing. Very modern apartments that looked exactly to check-in and check-out. -Melinda as they did on the photos. We have family in Boston and will definitely be recommending to anyone that comes out to visit. -Carole 21 Note: CSAT/Customer Satisfaction defined as % of guests surveyed who rated Sonder as a 5 on a scale of 1 (lowest) to 5 (highest). Data reflective of pre-COVID time period, as of February 2020. (1) Inclusive of buildings with greater than 25 reviews within February 2020.
Company Overview Direct Bookings, % Booked Revenue ~60% Direct bookings benchmark for Our exceptional US Hotels1 experience keeps driving direct ~70% booking share, Of repeat bookings even with minimal are direct2 marketing spend 2x Increase in repeat bookings from 2019 to Dec. 2020 2018 2019 2020 2021 Note: Direct booked revenue represents bookings through Sonder.com and the Sonder app and reflects revenue collected after discounts are applied. 22 (1) Source: Skift, Kalibri Labs as of EOY 2019. Direct bookings calculated as the sum of Hotel or Brand Website, Voice and Property Direct booking revenue. (2) Repeat direct booking % as of Q1 2021 and defined as % of repeat bookings made through Sonder.com within the same quarter.
Company Overview 2 Monthly RevPAR Sonder RevPAR Traditional Hotels RevPAR (UrbanUpper Upscale) Through COVID, we showcased the resiliency of our business model Sep-21 Monthly Occupancy Rate Sonder OR Traditional Hotels OR (UrbanUpper Upscale) Sonder RevPAR vs. 1.2x traditional hotels1 Sonder Occupancy 1.3x vs. traditional hotels1 Sep-21 Source: STR Note: Traditional Hotels represents Upper Upscale class of hotels in cities where Sonder operates. The Upper Upscale chain segment designation is determined by STR (a globally recognized resource for market data on the worldwide hospitality industry) based on each hotel brands Average Daily Rate for prior years. (1) Average for the three months ended 9/30/2021. (2) RevPAR 23 (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).
Company Overview The majority of our guests are: Leisure Travelers1 Domestic Travelers2 Younger Travelers Leisure Business N. America International Under 50 Over 50 Our guest profile and wide range of use cases position us to rebound from the pandemic much faster than the Our product portfolio can serve diverse use cases: overall hospitality market 1 night to 30+ Leisure travelers & Digital nomads & night stays families young professionals Note: Metrics as of February 2020 as proxy for stabiliz pandemic. (1) Based on February 2020 Guest survey; special occasion categorized as leisure travel for 24 graphical purposes. (2) Represents % of guests in Sonder 84% of guests at North American Sonder properties traveled from North America).
Company Overview We have significant whitespace within the apartment development and hotel markets 3.5M US Apartment New apartment units in Units Sonders current US markets from 2021E2025E1 Global 2.2M Hotel Units Total hotel units in Sonders current global markets by EOY 20252 0.8% 1.8% Cumulative apartment market Cumulative hotel market share of share of units contracted by units contracted by Sonder in Sonder in Sonders current US Sonders current global markets markets from 2021E2025E from 2021E2025E Source: STR, YardiMatrix 25 (1) Reflects ~700K new apartment units annually from 2021 through 2025. (2) Reflects existing and pipeline hotel keys for Midscale through Upper Upscale. STR defines chain scale segments, including the Upper Upscale and Midscale designation according to actual average room rates.
Company Overview We offer a unique value proposition to Apartment developers Hotel owners real estate partners... Eliminate 12-24 month Technology, design & lease-ups brand-driven revenue Faster construction loan pay Significant operating cost down reduction Cash flow advantage driven by No management or daily Sonders operating efficiency operational responsibilities 26
Company Overview Pre-COVID-19 pandemic Post-COVID-19 pandemic Business ~100% Flexible ...while also achieving Model Fixed leases Contract structure more attractive terms (Fixed lease, Rev. share, Mixed leases) for Sonder than ever before Capital Light <15% ~90% Owner-funded CapEx Owner-funded CapEx 5-7 years initial term with renewals at Sonders option 12% / $6K 20%+ / $12K Unit Avg. PLP % / $ per Unit per Year1 Avg. PLP % / $ per Unit per Year1 Economics (before revenue and cost (before revenue and cost Upfront rent abatements improvement initiatives) improvement initiatives) Downside protections (recession relief, force majeure, mark-to-market, Competitive 3 0 regulatory change clauses) Leadership 2 2 Direct scaled competitors Direct scaled competitors Note: Pre-COVID-19 pandemic reflects units contracted before Q2 2020. Post-COVID-19 pandemic reflects units contracted during Q4 2020. All references to Property Level Profit (Loss) (PLP or PLL) in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Property Level Profit (Loss) (PLP or PLL) now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. (1) Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property 27 Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. (2) Defined as venture-backed short-term rental operators.
Company Overview 5 1 Faster Supply, Investments Revenue & 1 in Tech PLP Growth The Sonder flywheel underscores our rapid growth as 4 2 we transform the Improved Deal Terms and Better Guest industry Conversion Rates Experience & Cost on Better Supply Structure 3 Better Unit Economics & Brand (1) Property Level Profit (Loss) (PLP or PLL) is a non-GAAP financial measure that Sonder defines as loss from operations after adding back corporate-level expenses less Property Level Costs, expressed in U.S. dollars. Property Level Costs (PLC) is a non-GAAP financial measure that Sonder defines as costs directly associated with guest-facing functions in each of Sonders buildings, 28 expressed in U.S. dollars. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs.
Company Overview We have multiple levers to drive continued growth In Process Medium Term Longer Term (Next 3 Years) (3-5 Years) (5+ Years) Global portfolio of 56K1 Expand to Asia and within Latin Franchise contracts for Sonder economically attractive units America technology, brand and distribution Accelerate the development of Transition to majority liability our proprietary technology light (revenue share / mixed leases) Hospitality SaaSwhite label Drive down Property Level Sonder technology for Costs through automation and independent operators self-serve Diversify property types (resort / villas / residences) Drive up RevPAR capabilities through ancillary revenue, B2B, group and loyalty 29 (1) Reflects 2024E forecasted EOY Live Units.
Company Overview Our high performance executive team combines deep technology, operations and hospitality experience Francis Davidson Sanjay Banker Martin Picard Satyen Pandya Phil Rothenberg Co-Founder & CEO President & CFO Co-Founder & CTO General Counsel Global Head of RE Melika Carroll Shruti Challa Nicolas Chammas Arthur Chang Deeksha Hebbar VP of Corporate Aairs VP of Revenue of Strategic Finance VP & Chief of Sta ations Christian Hempell Nicole LaFlamme Harsh Mehta Patrick Mitchell Ritesh Patel VP of Market Operations VP of Human VP of EMEA eting VP & Controller North America Resources Kristen Richter Select Investors VP of Sales Wilson Family 30
Financial Overview Company Overview Financial Overview Transaction Overview
Financial Overview Financial highlights Scaled business Rapid growth $4.0B ~77K 103% 77% 2025E Ending 2020A2025E 2020A2025E Live 2025E Revenue Live Units Revenue CAGR Unit CAGR Outstanding unit economics Capital and liability light 3 mo. ~90% 19% Average estimated payback period1 CapEx funded by landlords Current pipeline (current pipeline and recently Revenue Share / contracted units) Mixed Lease deals Attractive margins Continued Q3 21 outperformance 32% 1.2x 1.3x Property Level Profit (PLP) RevPAR vs. Occupancy vs. 2 Margin (2025E) traditional hotels3 traditional hotels3 Note: All references to Property Level Profit (Loss) (PLP or PLL) in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Property Level Profit (Loss) (PLP or PLL) now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Please see footnote 2 for additional details. (1) Based on late stage pipeline deals in lease negotiation and LOI as of 12/31/2020. Payback period defined as the forecasted number of months it takes for a deals cumulative cash flow to turn positive based on Sonders internal underwriting process. (2) Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. (3) Per STR, average for the three months ended 9/30/2021. Traditional Hotels Represents Upper Upscale class of hotels in cities where Sonder operates. The Upper Upscale chain segment designation is determined by STR (a globally recognized resource for market data 32 on the worldwide hospitality industry) based on each hotel brands Average Daily Rate for prior years. RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).
Financial Overview Our powerful supply growth engine is expected to drive rapid live unit growth Ending Live Units & Contracted Units Live Units Contracted Units Forecast assumes conservative unit contracting cadence ~900 1,100+ Forecasted average units < Achieved average units contracted per month contracted per month in 2021E2022E Q4 2019 16K+ Total Portfolio as of 9/30/21 Portfolio rebalancing1 Note: Live Units are defined as units which are available for guest bookings on Sonder.com, the Sonder app and other channels. Sonder pays rent (or utilizes prenegotiated abatement) and is able to generate revenue from these units. Contracted Units are defined as Units which have signed real estate contracts, but are not yet available for guests to book. Sonder is not yet able to generate revenue from these units. Live Units plus Contracted Units may not add up precisely 33 to Total Portfolio figures due to rounding. (1) ~4K units dropped from Total Portfolio (Live and Contracted) in 2020, ~30% of January 2020 Total Portfolio.
Financial Overview Were conservatively forecasting RevPAR growth despite our conviction around pent-up demand and our ability to achieve planned revenue initiatives RevPAR (Initial Outlook1) RevPAR growth2 split between CBRE forecasts +29% 2020A-2025E RevPAR CAGR for traditional hotels2, ~80% market recovery and ~20% initiatives, including: while Sonder conservatively Improved revenue management Ancillary revenue opportunities assumes +17% for the same period Loyalty and CRM Additional distribution channels Initial Outlook1 Note: RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights). (1) Management has raised its FY 2021 Revenue outlook to $200-205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. All figures presented here and in the Financial Overview section reflect the previously published full forecast from April 2021, which does not incorporate the raised FY 2021 Revenue outlook. (2) Per CBRE Upper Upscale US RevPAR forecast. (2) Sonder RevPAR 34 growth driven by recovery from COVID-19 pandemic impact, inflationary growth and key initiatives such as demand driver optimization, revenue management improvements, increased channels, ancillary revenue opportunities, streamlined service delivery and improved inventory management.
Financial Overview Were confident in our strong revenue growth outlook driven by a combination of rapid supply aggregation, modest market recovery and RevPAR initiatives GAAP Revenue ($M, Initial Outlook1) 103% 2020A-2025E CAGR 70%+ of 2022E revenue driven by units already live or contracted Q2 2021 Q3 2021 Initial Raised Raised Outlook Outlook Outlook $173 $180-190 $200-205 35 (1) Management has raised its FY 2021 Revenue outlook to $200-205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. All figures presented here and in the Financial Overview section reflect the previously published full forecast from April 2021, which does not incorporate the raised FY 2021 Revenue outlook.
Financial Overview Our current portfolio of already live and contracted units gives us high visibility into our 2021 and 2022 revenue targets 2021E GAAP Revenue ($M, Initial Outlook1) 2022E GAAP Revenue ($M) 70%+ of 2022E Revenue (before initiatives2) from units already live or contracted 98%+ of 2021E Revenue (before initiatives2) from units already live or contracted Note: Live Units cohort represents units available for guest bookings on Sonder.com, the Sonder app and other channels in or by March 2021. Contracted Units cohort represents all units which have signed real estate contracts, but are not yet available for guests to book on or by March 2021. New Units cohort represents all forecasted unit signings after March 2021. (1) Management has raised its FY 2021 Revenue outlook to $200-205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. 36 $173M from its financial forecast in April 2021. All figures presented here and in the Financial Overview section reflect the previously published full forecast from April 2021, which does not incorporate the raised FY 2021 Revenue outlook. (2) Calculated as (Live Units + Contracted Units) / (RevenueRevPar Initiatives).
Financial Overview We see a clear path to +30% Property Level Profit Margin via market recovery, improved post-COVID deal terms, scale economies and technology investments Total PortfolioProperty Level Profit (Loss) Margin (%, Initial Outlook1) Note: All references to Property Level Profit (Loss) (PLP or PLL) in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Property Level Profit (Loss) (PLP or PLL) now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Pre-COVID stabilized PLP based on 37 December 2019 Unit Economics. (1) Management has raised its FY 2021 Revenue outlook to $200-205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. All figures presented here and in the Financial Overview section reflect the previously published full forecast from April 2021, which does not incorporate the raised FY 2021 Revenue outlook.
Financial Overview Compelling per night unit economics drive robust annual economics... Per Bookable Night1 Assumptions 2025E Annualized New Unit Assumptions 2025E Average Daily Rate $ $220 Occupancy % 75% RevPAR $165 GAAP Cost of Revenue² $76 $60K $3K Property Level Costs³ $36 Revenue / Unit Sonder portion of Pre-Opening Costs (POC) Property Level Profit $52 and CapEx per Unit % Margin 32% Owner-provided CapEx Other Operating Expenses4 $26 $19K increases operating leverage as average Sonder Adj. EBITDA $27 Property Level Profit / Unit funded POC and CapEx drops from $13k to $3k % Margin 16% GAAP to Landlord Payments Adjustment $0 Capex Allowance $7 Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).Please see footnotes 2 and 4 for additional details. (1) Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. (2) GAAP Cost of Revenue is comprised of GAAP rent, cleaning fees and credit card fees. (3) Property Level Costs (PLC) is a non-GAAP financial measure that Sonder defines as 38 costs directly associated with guest-facing functions in each of Sonders buildings, expressed in U.S. dollars. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. (4) Other Operating Expenses is comprised of Research & Development, General & Administrative, Sales & Marketing, Operations and Pre-Opening Costs (POC). Previously, Other Operating Expenses was reported inclusive of Capex allowances.
Financial Overview which underscore our post-pandemic outlook on margin expansion Initial Outlook ($ in 000s, except RevPAR) 2020A 2021E 2022E 2023E 2024E 2025E Live units (EOY) 4,489 8,133 18,572 34,889 55,654 77,234 Bookable Nights² 1,558,779 2,051,546 4,736,862 9,509,528 16,529,952 24,266,636 RevPAR $74 $84 $129 $151 $159 $165 GAAP Revenue $115,678 $172,831 $610,450 $1,439,185 $2,633,829 $3,995,280 YoY growth (19%) 49% 253% 136% 83% 52% GAAP Cost of Revenue³ ($136,995) ($201,649) ($436,313) ($820,828) ($1,311,798) ($1,854,634) Property Level Costsâ´ ($41,261) ($62,815) ($168,841) ($356,088) ($572,826) ($871,136) Property Level Profit ($62,578) ($91,633) $5,297 $262,270 $749,205 $1,269,510 PLP margin % (54%) (53%) 1% 18% 28% 32% Other Operating Expensesâµ ($147,197) ($198,281) ($292,511) ($384,510) ($533,236) ($620,244) Adj. EBITDA ($209,775) ($289,914) ($287,214) ($122,240) $215,969 $649,266 Adj. EBITDA margin % (181%) (168%) (47%) (8%) 8% 16% GAAP Rent to Landlord Payments Adjustment $4,916 $25,250 $35,162 $45,432 $27,313 ($6,586) Capex Allowance $0 $7,821 $46,207 $101,009 $177,437 $179,072 Note: P&L represents management presentation of financials. All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). Please see footnotes 3, 5 and 6 for additional details. (1) Management has raised its FY 2021 Revenue outlook to $200-205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. All figures presented here and in the Financial Overview section reflect the previously published full forecast from April 2021, which does not incorporate the raised FY 2021 Revenue outlook. (2) Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. (3) GAAP Cost of Revenue is comprised of GAAP rent, cleaning fees and credit card fees. (4) Property Level Costs (PLC) is a non-GAAP financial measure that Sonder defines as costs directly associated with guest-facing functions in each of Sonders buildings, expressed in U.S. 39 dollars. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. (5) Other Operating Expenses is comprised of Research & Development, General & Administrative, Sales & Marketing, Operations and Pre-Opening Costs (POC). Previously, Other Operating Expenses was reported inclusive of Capex allowances from landlords.
Financial Overview Hospitality deserves an iconic, 21st century brand. This is our moment. Tech-driven platform ~50% 100% Operating cost reduction1 Digital, mobile first service Design-forward experience 70%+ 350+ Customer Satisfaction loved by our guests 3 (CSAT) scores2 Extraordinary properties <2.0% Enormous market opportunity $809B+ Share in current markets by Global lodging market4 5 2025 Strong value proposition Lower costs, faster Alleviate management to real estate partners lease-up, better ROI responsibilities Rapid growth and proven 3 Month 103% Avg. estimated unit economics 6 Revenue CAGR 7 payback period Q321 outperformance vs. 1.2x 1.3x traditional hotels RevPAR outperformance8 Occupancy outperformance8 Deep industry Full executive bench Experienced team expertise ready to scale (1) Versus traditional hotel operating costs. (2) CSAT/Customer Satisfaction defined as % of guests surveyed who rated Sonder as a 5 on a scale of 1 (lowest) to 5 (highest). Data reflective of pre-COVID time period, as of February 2020. Inclusive of buildings with greater than 25 reviews within February 2020. (3) Includes currently live and contracted properties as of 9/30/2021. (4) Source: Euromonitor. (5) Reflects cumulative U.S. apartment and global hotel market share of units contracted by Sonder from 2021E2025E. Further penetration detail on page 25. (6) 2020A-2025E GAAP Revenue CAGR. (7) Based on late stage pipeline deals in lease negotiation and LOI as of 12/31/2020. Payback period defined as the forecasted number of months it takes for a deals cumulative cash flow to turn positive based on Sonders internal underwriting process. (8) Per STR, average for the three months ending 9/30/2021. Traditional Hotels represents Upper Upscale class of hotels in cities where Sonder operates. The Upper 40 Upscale chain segment designation is determined by STR (a globally recognized resource for market data on the worldwide hospitality industry) based on each hotel brands Average Daily Rate for prior years. RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).
Transaction Overview Company Overview Financial Overview Transaction Overview
Transaction Overview Transaction summary Illustrative Pro Forma Valuation ($M, except per share values) Key Transaction Terms Pro Forma Capitalization Pro forma enterprise value of $1,925M (3.2x 2022E revenue) Share Price at Merger $ 10.00 Pro forma net balance sheet cash includes proceeds from the March 2021 convertible note Total Shares Outstanding 277.3 issuance Equity Value $ 2,773 Original PIPE investment of $200M upsized with additional PIPE investment of $109M1 (-) PF Net Balance Sheet Cash2 ($848) Assumes the new Delayed Draw Notes (up to ~$220M) are undrawn at close Existing Sonder shareholders will retain 69% ownership in the pro forma company Enterprise Value $ 1,925 Both the SPAC and PIPE oering are 100% primary with all net proceeds (after transaction 2022E GAAP Revenue $ 610 costs) going to the balance sheet Implied Multiple 3.2x Sources and Uses ($M) Illustrative Post-Transaction Ownership Sources SPAC Cash in Trust $ 450 4% PIPE Investment 200 Pro Forma Ownership Value Additional PIPE1 109 Existing Sonder Shareholders $ 1,902 SPAC Shareholders 450 New Delayed Draw Notes (Undrawn) 0 Seller Rollover Equity 1,902 PIPE Investors1 322 Total $ 2,661 SPAC Sponsor1 100 Total Value $ 2,773 Uses Net Cash to Balance Sheet2 $ 729 Transaction Costs3 30 Seller Rollover Equity 1,902 Total $ 2,661 excludes impact of warrants and earnout to existing Sonder shareholders. Shareholders from Sonders convertible note issuance included in existing Sonder shareholders. Pro forma net balance sheet cash as of 6/30/2021 includes approximately $119M of net cash projected and $35M of projected debt outstanding (the transaction is expected to close by the end of 2021). Pro forma net balance sheet cash as of 6/30/2021 assumes no Sonder transaction expenses and $30M of Company transaction expenses. Pro forma net balance sheet cash assumes zero redemptions by Gores Metropoulos II public shareholders. Sonder has entered into a non-binding term sheet with respect to the Delayed Draw Notes financing and the consummation of such financing is subject to the 42 completion of definitive documentation. 1 Additional PIPE of ~$109.4M includes ~$102.3M investment by existing PIPE investors and SPAC Sponsor in exchange for ~11.51M common shares (and result of SPAC Sponsor cancelling ~1.28M founder shares) and incremental ~$7.1M investment by SPAC Sponsor in exchange for ~0.71M common shares. 2 Assumes no draw on the new Delayed Draw Notes. 3 Excludes estimated Sonder transaction expenses of $16-$18M. Company transaction expenses are expected to be ~$40M by transaction close.
Transaction Overview Sonders peer set represents strong brands and technology-enabled platforms Vertical Disruptors Digital Hospitality & Real Estate â Similar long-term margin profile â Disrupting traditional lodging industry â Recognized consumer-brands â Proven technology-enabled platforms â Operating in large and growing â Massive market still in early innings of markets digitization Upper Upscale Lodging â Access to dierentiated supply â Strong brands within their core markets â Demonstrated operational expertise 43
Transaction Overview Valuation benchmarking (1/2) 2022E Revenue Multiple Median: 3.7x Median: 2.8x Median: 5.1x 2022E Adj. EBITDA Multiple Sonder Median: 36.3x Median: 15.7x Median: 19.0x Implied Adj. Multiple at Target Margin of 20%: 15.8x NM NM NM NM NM NM Vertical Disruptors Digital Hospitality and Real Estate Upper Upscale Lodging Source: IBES, Bloomberg, Capital IQ, Company Filings; market data as of 11/2/2021 Note: Revenue used to calculate Sonder multiple reflects GAAP Revenue, and Adjusted EBITDA reflects a non-GAAP metric. Multiples greater than 50x are excluded as not meaningful (NM). All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other Operating Expenses 44 included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).
Transaction Overview Valuation benchmarking (2/2) 2023E Revenue Multiple Median: 2.9x Median: 2.3x Median: 4.3x 2023E Adj. EBITDA Multiple Sonder Implied Adj. Multiple at Median: 21.6x Median: 15.4x Median: 16.2x Target Margin of 20%: 6.7x NM NM NM NM Vertical Disruptors Digital Hospitality and Real Estate Upper Upscale Lodging Source: IBES, Bloomberg, Capital IQ, Company Filings; market data as of 11/2/2021 Note: Revenue used to calculate Sonder multiple reflects GAAP Revenue, and Adjusted EBITDA reflects a non-GAAP metric. Multiples greater than 50x are excluded as not meaningful (NM). All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other Operating Expenses 45 included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).
Transaction Overview Operational benchmarking 2017A 2019A Revenue CAGR Median: 61% Median: 10% Median: 8% NA 2020A 2023E Revenue CAGR Median: 37% Median: 39% Median: 30% Vertical Disruptors Digital Hospitality and Real Estate Upper Upscale Lodging Source: IBES, Bloomberg, Capital IQ, Company Filings; market data as of 11/2/2021 46 Note: Revenue used to calculate Sonder CAGRs reflect GAAP Revenue. DoorDash revenue CAGR is not calculable for 2017A2019A because DoorDash 2017A figures are not disclosed. Revenue reflects the as reported numbers for historicals (except for Uber, which reflects restated revenue due to a change in accounting policies) and IBES estimates for projections.
Appendix
Appendix Audited Unaudited ($ in 000s) 2019 2020 1H 2021 Q3 2021 Revenue $142,910 $115,678 $78,827 $67,454 Cost of Revenue $124,866 $136,995 $82,950 $52,402 Audited GAAP Total Operating Expenses $189,147 $222,505 $131,860 $70,453 2019, 2020 financials Operating Income (Loss) ($171,103) ($243,822) ($135,983) ($55,401) & unaudited GAAP 1H 2021, Q3 2021 financials Other Income and Expenses $7,146 $6,171 $16,414 $9,050 Income (Loss) Before Provision of Income Taxes ($178,249) ($249,993) ($152,397) ($64,451) Provision for Income Taxes $0 $323 $93 $133 Net Income (Loss) ($178,249) ($250,316) ($152,490) ($64,584) 48
Appendix GAAP to Non-GAAP Bridges ($ in 000s) 2019 2020 1H 2021 Q3 2021 Loss from operations $(171,103) $(243,822) $(135,983) $(55,401) Operations & Support, General & Administrative, Research & Development and Sales & Marketing $189,147 $222,505 $131,860 $70,453 Property Level Costs $(33,666) $(41,261) $(27,873) $(19,433) Property Level Profit (Loss) $(15,622) $(62,578) $(31,996) $(4,381) GAAP rent to Landlord Payments adjustment $19,177 $4,916 $6,999 $5,706 Non-GAAP Net Loss $(178,249) $(250,316) $(152,490) $(64,584) reconciliation Interest expense, net $1,133 $6,402 $16,349 $13,279 Provision for income taxes$323 $93 $133 Depreciation and amortization $11,167 $16,969 $8,332 $4,357 EBITDA $(165,949) $(226,622) $(127,716) $(46,815) Stock-based compensation $3,380 $7,223 $16,601 $3,573 Other expenses (income), net $6,013 $(231) $65 $(4,229) COVID-19 related offboardings$9,875 Adjusted EBITDA $(156,556) $(209,755) $(111,050) $(47,471) GAAP rent to Landlord Payments adjustment $19,177 $4,916 $6,999 $5,706 Capex allowance realized¹ $1,006 $1,915 Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in 49 each of Sonders buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (1) Represents cash payments from real estate owners received for capital expenditure financing.
Appendix Risk Factors Summary Sonders actual results may differ materially from its forecasts and projections. Sonder must attract and retain suï¬cient, highly skilled personnel and is subject to risks associated with the employment of hospitality personnel, including unionized labor. Sonders results could be negatively affected by changes in travel, hospitality, real estate and vacation markets. Sonder has identified material weaknesses in its internal control over financial reporting and may identify material Sonder may be unable to negotiate satisfactory leases or other arrangements to operate new properties, or onboard them in a weaknesses in the future or otherwise fail to maintain an eective system of internal controls, which may result in material timely manner, or renew or replace existing properties on satisfactory terms or at all. misstatements of its consolidated financial statements. Delays in real estate development and construction projects related to Sonders leases could adversely affect Sonders ability Sonder relies on third parties for important services and technologies, and their availability and performance are to generate revenue from such leased buildings. uncertain. Newly leased properties may generate revenue later than Sonder estimated, and may be more diï¬cult or expensive to integrate Sonders processing, storage, use and disclosure of personal data exposes it to risks of internal or external security into Sonders operations than expected. breaches and could give rise to liabilities and/or damage to reputation. Sonders limited operating history and evolving business make it difficult to evaluate its future prospects and challenges. Failure to comply with privacy, data protection, consumer protection, marketing and advertising laws could adversely Sonder may be unable to eectively manage its growth. aect Sonder. The COVID-19 pandemic and eorts to reduce its spread have had, and will likely continue to have, a negative impact on Sonder faces risks related to Sonders intellectual property. Sonder. Sonders business is highly regulated across multiple jurisdictions, including evolving and sometimes uncertain Sonder has a history of net losses and may not be able to achieve or maintain future profitability. short-term rental and tax laws, which may limit Sonders growth. Costs relating to the opening, operation and maintenance of its leased properties could be higher than expected. Sonders indebtedness and credit facilities contain financial covenants and other restrictions that may limit its operational Sonder depends on landlords to manage and maintain its properties. flexibility or otherwise adversely aect its results of operations. Sonders long-term and fixed-cost leases limit its flexibility. Holders of Exchangeable Shares may have to pay income taxes as a result of their exchange for the Post-Combination Companys Common Stock. Under certain circumstances, Sonders leases are subject to early termination, which can be disruptive and costly. The price of the Post-Combination Companys common stock may fluctuate. Sonder may be unable to attract new guests or generate repeat bookings. Future resales of common stock after the consummation of the Business Combination may cause the market price of Sonder may be unable to introduce upgraded amenities, services or features for its guests cost-eï¬ciently. Post-Combination Companys securities to drop significantly, even if the Post-Combination Companys business is doing Sonder operates in the highly competitive hospitality market. well. Sonder uses third-party distribution channels to list its units, and these channels have historically accounted for a substantial Because the post-combination company will become a publicly listed company by virtue of a merger as opposed to an percentage of Sonders bookings. underwritten initial public offering (which uses the services of one or more underwriters), less due diligence on the post-combination company may have been conducted. Sonders long-term success depends, in part, on Sonders ability to expand internationally, and Sonders business is susceptible to risks associated with international operations. Public Stockholders of GM II will experience dilution as a consequence of, among other transactions, the issuance of Common Stock in the Business Combination (and the PIPE Investments). Sonders business depends on its reputation and the strength of its brand. Claims, lawsuits, and other proceedings could adversely affect Sonders business. Sonder may be subject to liability or reputational damage for the activities of its guests or other incidents at Sonders properties. Sonder is subject to claims and liabilities associated with potential health and safety issues and hazardous substances at properties. 50