WeWork – now rebranded as The We Company (WE) – filed its initial S-1 on August 14, and the company reportedly plans to go public in September. There isn't official pricing information, but the company’s most recent funding round – a $2 billion investment from SoftBank in January – valued the co-working company at $47 billion. At this valuation, WeWork would be the 2nd largest IPO of 2019, trailing only Uber (UBER).
WeWork might not be the largest IPO of 2019, but it is easily the most ridiculous, and the most dangerous. At least, Uber and other recent big-money IPO’s offered some legitimate innovation in their business models even if their valuations were far too high. WeWork has copied an old business model, i.e. office leasing, slapped some tech lingo on it, and suckered venture capital investors into valuing the firm at more than 10x its nearest competitor. The company also burns tons of cash, carries huge risk factors in a recession, and sports some of the worst corporate governance practices I’ve ever seen. WeWork (WE) is in the Danger Zone.
No Innovation in the Business Model – Just More Risk
WeWork was founded in 2010 in the SoHo district of New York City to provide co-working space, primarily for freelancers and small startups. In the nine years since its founding, the company has grown rapidly and consists of 528 locations in 111 cities and 29 countries.
While WeWork is growing rapidly, the service it offers is not new. The Belgian company IWG, which operates under the brand name Regus and a variety of other, smaller brands, utilizes the same business model of leasing office space, refurbishing it, and sub-leasing it under shorter terms to tenants.
IWG has more square feet of office space than WeWork, earns more revenue, and actually earns a profit. However, IWG has a market cap of just $3.7 billion, less than 10% of WeWork’s most recent valuation. The primary difference between the two is that WeWork describes its business model in the faux-tech lingo of “space-as-a-service” and its mission as “elevating the world’s consciousness.”
Figure 1: WeWork vs. IWG – Which Would you Buy
WeWork vs. IWG - Fundamentals NEW CONSTRUCTS, LLC
* Market cap for WE estimated using valuation in latest funding round
Another difference is that WeWork operates with a much higher degree of risk by taking on significantly more operating lease commitments with longer terms and more geographic concentration.
WeWork has ~20% less usable square feet of office space than IWG, but almost five times as many operating lease obligations at the end of 2018. Two main factors account for WeWork’s massive amount of operating lease obligations compared to IWG:
1 Geographic Concentration: IWG’s locations are spread across over 1,000 cities all over the world. WeWork, on the other hand, operates in just 111 cities, and its S-1 reveals that the majority of its revenue comes from New York (where it is the largest office tenant in the city), San Francisco, Los Angeles, Seattle, Washington D.C., Boston, and London. WeWork’s concentration in high-priced cities means it pays significantly more per square foot than IWG.
2 Longer Lease Terms: WeWork’s average lease term is 15 years. As Figure 2 shows, 71% ($24.1 billion) of its operating lease obligations are due in 2024 and beyond. IWG does not disclose its average lease term, but just 37% of its lease obligations ($2.5 billion) are due in 2024 or later. Taking on longer leases allows WeWork to get cheaper annual rents and offer premium office space at competitive prices. However, this long duration raises the risk that, during a downturn, WeWork will be locked into expensive leases and unable to able to find sub-tenants to cover its rental expense.
Figure 2: WeWork vs. IWG Business Model Carries More Risk and Leverage
WeWork vs. IWG - Leases NEW CONSTRUCTS, LLC
* Market cap for WE estimated using valuation in latest funding round
Making matters worse, the company currently uses an extremely high discount rate of 8.2% to calculate the present value of its operating leases on its balance sheet. This high discount rate allows the company to understate this liability, and it signals that the company faces a significant risk of default in a recession.
For comparison, IWG uses a discount rate of just 3.7%. The difference between the two company’s discount rates shows how aggressively WeWork has taken on extra risk to fuel its rapid growth.
Massive Recession Risk
WeWork’s business, essentially, aims to capture the spread between long-term and short-term rental costs. Landlords want stability and guaranteed cash flows, so they’re willing to lease office space at lower rates if a tenant is willing to make a long-term commitment, as WeWork does. Companies, on the other hand, want the flexibility of short-term leases that allow them to quickly grow, shrink, or move their office space in response to personnel needs. As a result, they’re willing to pay higher rents for this flexibility.
WeWork adds value to its office spaces in other ways – through renovations, technological support, and enhanced amenities – but the spread between long-term and short-term rents is at the core of its business model.
However, this model only works during times of economic expansion. When the economy enters a recession, companies lay off workers and reduce their office space. In this situation, short-term rents can decline to the point where they no longer cover the long-term rental expense.
IWG has managed to survive this recession risk by not locking itself into extremely long leases, diversifying its business geographically, and inserting provisions into many of its leases that allow for early termination, reduced rates, or other loss-minimizing provisions in the case of a downturn. WeWork, on the other hand, does not take any of these precautions.
Rapid Growth Not Delivering Profits
WeWork’s high-risk strategy has allowed the company to grow rapidly during the current economic expansion. Revenue increased from $886 million in 2017 to $1.8 billion in 2018, or 106% year-over-year, as shown in Figure 3. Economic earnings, the true cash flows of the business, declined from -$1.2 billion to $2.2 billion over the same time.
Figure 3: Revenue and Economic Earnings For WE: 2017-2018
WeWork's Revenue vs. Economic Earnings NEW CONSTRUCTS, LLC
We are currently in the midst of one of the longest economic expansions in U.S. history, one that has covered the entirety of WeWork’s existence. If the company cannot deliver positive cash flows now, when will it?
WeWork can’t blame its mounting losses on the costs of growth either. The company’s “contribution margin”, which excludes all sales and administrative expenses, along with non-cash location operating expenses, declined from 28% in the first half of 2018 to 25% in the first half of 2019.
WeWork is already getting farther away from profitability during what should be an ideal period for its business model. I shudder to think what the company’s losses will be when economic conditions worsen.
Corporate Governance Is Almost Nonexistent
Most recent IPO’s have already done away with any semblance of good corporate governance. Dual-class shares – which give total control to founders while preventing public investors from having a say – have become the norm. Sure enough, WeWork’s dual-class share structure gives founder and CEO Adam Neumann total control of the company for the foreseeable future.
What raises more red flags for WeWork’s IPO is Neumann’s significant history of personally profiting off his position in ways that raise significant conflict of interest concerns, including:
1. Owning buildings where WeWork is a tenant. Neumann is his own company’s landlord and has collected rent from it for years. The company plans to address this clear conflict of interest by transferring Neumann’s holdings into a new entity called the Ark Master Fund (owned by WeWork) which will take ownership stakes in commercial real estate. Still, the fact that this obvious conflict was allowed to persist for so long raises serious questions as to how the company prevents similar conflicts from occurring.
2. Borrowing from WeWork. The company has made multiple loans to Neumann personally and to his personal LLC (We Holdings LLC) at interest rates below 1%. These loans have all been repaid, but the below market interest rates suggest Neumann was getting a clear benefit.
3. Employing family members. Neumann’s wife Rebekah Paltrow Neumann (cousin of Gwyneth Paltrow) is a co-founder of WeWork and serves as the CEO of the company’s education business, WeGrow. WeWork also employs another member of Neumann’s immediate family in a senior role, and it paid another family member to host events related to its “Creator Awards” in 2018.
Charging for the “We” trademark. The most ridiculous case of self-dealing happened in July of this year as part of the company’s rebrand to “The We Company”. In order to rebrand, the company paid Neumann’s personal LLC $5.9 million in stock for the rights to the “We” family of trademarks.
The company’s dual-class share structure means public investors will have no recourse to stop the self-dealing and personal profiteering that has marked Neumann’s tenure as CEO to date.
In fact, Neumann seems to be using the company’s IPO as another way to profit. Neumann has a personal line of credit of up to $500 million from UBS (UBS), JPMorgan (JPM), and Credit Suisse (CS), all of whom are coincidentally underwriters in WeWork’s IPO.
Interestingly, one bank not listed as a personal lender to Neumann is Morgan Stanley (MS), which reportedly pulled out of WeWork’s IPO after it failed to win the lead underwriter position, which instead went to JPM. One has to wonder if Neumann’s personal relationship with these banks influenced his choice of lead underwriter.
Neumann’s line of credit with the underwriters is secured by his holdings of WeWork stock. It also contains a margin call provision, which means that if the stock price declines to a certain point, the banks can claim and sell some of Neumann’s stock. This means if the IPO goes poorly, the underwriters themselves might become sellers and contribute to the stock price decline.
All of these factors – the dual-class shares, conflicts of interest, and unusual relationship with underwriters – suggest that this IPO is about Neumann and other insiders cashing in on the bubble-like valuation of WeWork’s shares and dumping the risk on public investors.
What Is WeWork Worth?
At this point, trying to value WeWork feels like a fool’s errand. After all, it’s obvious the company’s $47 billion valuation has no connection to its actual fundamentals or market opportunity. The disconnect between WeWork’s valuation and the $3.7 billion market cap of IWG makes this point very clear.
If one wants to quantify the cash flow expectations implied by the $47 billion valuation for WeWork, you can’t benchmark performance expectations against IWG because it is too small. Instead, you have to look at larger firms, like the office REIT Boston Properties (BXP), that operate in the market WeWork ultimately aims to disrupt. As WeWork has grown to serve bigger businesses (40% of its users work for companies with more than 500 employees), it now competes with BXP and other traditional landlords.
In order to justify its valuation of $47 billion, WeWork must achieve 30% NOPAT margins (similar to BXP) and grow revenue by 30% compounded annually for the next nine years. See the math behind this dynamic DCF scenario.
The private market expectations imply that WeWork will earn more than double the NOPAT of BXP – one of the largest office REITs in the world – by 2027. This seems like a highly optimistic assumption for a company with negative and declining NOPAT.
Figure 4: WE vs. BXP: Actual and Market-Implied NOPAT
WeWork vs. IWP Implied Profits NEW CONSTRUCTS, LLC
Even if WeWork achieves the same margins but grows revenue by 20% compounded annually instead of 30%, the company is worth just $12.6 billion today, a 73% downside to the current private market valuation. See the math behind this dynamic DCF scenario.
Even that scenario seems too optimistic. It’s much more likely that when a recession hits, WeWork will collapse under the weight of its massive operating lease obligations, which increased from $34 billion to $47 billion in just the first six months of 2019.
If WeWork goes bankrupt, Neumann will already have cashed out to the tune of hundreds of millions, if not billions. The banks that underwrote the IPO will have collected hefty fees. The only losers will be the public investors that allow themselves to buy this overpriced and extremely dangerous stock.
Critical Details Found in Financial Filings by My Firm's Robo-Analyst Technology
As investors focus more on fundamental research, research automation technology is needed to analyze all the critical financial details in financial filings. Below are specifics on the adjustments I make based on Robo-Analyst[1] findings in WeWork’s S-1:
Income Statement: I made $1.9 billion of adjustments, with a net effect of removing $1.2 billion in non-operating expense. I removed $362 million in non-operating income and $1.5 billion in non-operating expense. You can see all the adjustments made to WE’s income statement here.
Balance Sheet: I made $26 billion of adjustments to calculate invested capital with a net increase of $19.4 billion. You can see all the adjustments made to WE’s balance sheet here.
Valuation: I made $29.2 billion of adjustments with a net effect of decreasing shareholder value by $26.5 billion. You can see all the adjustments made to WE’s valuation here.
Disclosure: David Trainer, Kyle Guske II, and Sam McBride receive no compensation to write about any specific stock, style, or theme.
original article
https://www.forbes.com/sites/greatspeculations/2019/08/27/wework-is-the-most-ridiculous-ipo-of-2019/#925d1901ad6c
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