Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | WEWORK INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-1144904 |
Entity Address, Address Line One | 575 Lexington Avenue |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10022 |
City Area Code | 646 |
Local Phone Number | 389-3922 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001813756 |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 923,725 | $ 800,535 |
Accounts receivable and accrued revenue, net of allowance of $62,515 and $107,806 as of December 31, 2021 and 2020, respectively | 129,943 | 176,521 |
Prepaid expenses (including related party amounts of $1,178 and $557 as of December 31, 2021 and 2020, respectively) | 179,666 | 162,843 |
Other current assets (including related party amounts of $1,897 and $780 as of December 31, 2021 and 2020, respectively) | 238,109 | 189,329 |
Total current assets | 1,471,443 | 1,329,228 |
Total property and equipment | 5,374,225 | 6,859,163 |
Lease right-of-use assets, net | 13,052,091 | 15,107,880 |
Restricted cash | 11,274 | 53,618 |
Equity method and other investments | 199,577 | 214,940 |
Goodwill | 677,334 | 679,351 |
Intangible assets, net | 56,729 | 49,896 |
Other assets (including related party amounts of $596,045 and $699,478 as of December 31, 2021 and 2020, respectively) | 913,498 | 1,062,258 |
Total assets | 21,756,171 | 25,356,334 |
Current liabilities: | ||
Accounts payable and accrued expenses (including amounts due to related parties of $93,800 and $14,497 as of December 31, 2021 and 2020 respectively) | 621,090 | 723,411 |
Members’ service retainers | 420,908 | 358,566 |
Deferred revenue (including amounts from related parties of $5,441 and $9,717 as of December 31, 2021 and 2020, respectively) | 119,767 | 176,004 |
Current lease obligations (including amounts due to related parties of $18,433 and $10,148 as of December 31, 2021 and 2020, respectively) | 893,067 | 847,531 |
Other current liabilities (including amounts due to related parties of none and $900 as of December 31, 2021 and 2020, respectively) | 77,913 | 83,755 |
Total current liabilities | 2,132,745 | 2,189,267 |
Long-term lease obligations (including amounts due to related parties of $524,625 and $436,074 as of December 31, 2021 and 2020, respectively) | 17,925,626 | 20,263,606 |
Unsecured notes payable (including amounts due to related parties of $1,650,000 and $1,200,000, as of December 31, 2021 and 2020, respectively) | 2,200,000 | 1,200,000 |
Warrant liabilities, net (including convertible related party liabilities, net of none and $418,908 as of December 31, 2021 and 2020, respectively) | 15,547 | 418,908 |
Long-term debt, net | 665,598 | 688,356 |
Other liabilities | 230,097 | 221,780 |
Total liabilities | 23,169,613 | 24,981,917 |
Commitments and contingencies (Note 23) | ||
Shares outstanding (in shares) | 0 | 304,791,824 |
Convertible preferred stock; no shares authorized, issued and outstanding as of December 31, 2021, and 782,507,467 shares authorized, 304,791,824 shares issued and outstanding as of December 31, 2020 | $ 0 | $ 7,666,098 |
Redeemable noncontrolling interests | 35,997 | 380,242 |
Equity | ||
Preferred stock; par value $0.0001; 100,000,000 share authorized, zero issued and outstanding as of December 31, 2021, zero shares authorized, issued and outstanding as of December 31, 2020 | 0 | 0 |
Treasury stock, at cost; 2,944,212 and zero shares held as of December 31, 2021 and 2020, respectively | (29,245) | 0 |
Additional paid-in capital | 12,320,691 | 2,188,499 |
Accumulated other comprehensive income (loss) | (31,069) | (158,810) |
Accumulated deficit | (14,142,517) | (9,703,490) |
Total WeWork Inc. shareholders' deficit | (1,882,067) | (7,673,785) |
Noncontrolling interests | 432,628 | 1,862 |
Total equity | (1,449,439) | (7,671,923) |
Total liabilities and equity | 21,756,171 | 25,356,334 |
Common stock Class A; par value $0.0001; 1,500,000,000 shares authorized, 705,016,923 shares issued and 702,072,711 shares outstanding as of December 31, 2021, and 777,979,845 shares authorized, and 34,297,295 shares issued and outstanding as of December 31, 2020 | ||
Equity | ||
Common stock | 71 | 3 |
Common stock Class B; par value $0.0001; zero shares authorized, issued and outstanding as of December 31, 2021 and 194,080,786 shares authorized and 106,894,492 shares issued and outstanding as of December 31, 2020 | ||
Equity | ||
Common stock | 0 | 11 |
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 issued and outstanding as of December 31, 2021, and 42,109,087 shares authorized, 20,794,324 shares issued and outstanding as of December 31, 2020 | ||
Equity | ||
Common stock | 2 | 2 |
Common stock Class D; par value $0.001; zero shares authorized, issued and outstanding as of December 31, 2021, and 194,080,786 authorized, zero shares issued and outstanding as of December 31, 2020 | ||
Equity | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 62,515 | $ 107,806 |
Prepaid expenses, related parties | 1,178 | 557 |
Other current assets, related parties | 1,897 | 780 |
Other assets, related parties | 596,045 | 699,478 |
Accounts payable and accrued expenses, related parties | 93,800 | 14,497 |
Deferred revenue, related parties | 5,441 | 9,717 |
Current lease obligations, related parties | 18,433 | 10,148 |
Other current liabilities, related parties | 0 | 900 |
Long-term lease obligations, related parties | 524,625 | 436,074 |
Unsecured notes payable, related parties | 1,650,000 | 1,200,000 |
Warrant liabilities, net, related parties | $ 0 | $ 418,908 |
Convertible preferred stock, authorized (in shares) | 0 | 782,507,467 |
Convertible preferred stock, issued (in shares) | 0 | 304,791,824 |
Convertible preferred stock, outstanding (in shares) | 0 | 304,791,824 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 2,944,212 | 0 |
Class A common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,500,000,000 | 777,979,845 |
Common stock, issued (in shares) | 705,016,923 | 34,297,295 |
Common stock, outstanding (in shares) | 702,072,711 | 34,297,295 |
Class B common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 0 | 194,080,786 |
Common stock, issued (in shares) | 0 | 106,894,492 |
Common stock, outstanding (in shares) | 0 | 106,894,492 |
Class C common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 25,041,666 | 42,109,087 |
Common stock, issued (in shares) | 19,938,089 | 20,794,324 |
Common stock, outstanding (in shares) | 19,938,089 | 20,794,324 |
Class D common stock | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 0 | 194,080,786 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue (including related party revenue of $142,833, $169,783 and $179,651 for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 24) | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $671,932, $715,413 and $515,309 for the years ended December 31, 2021, 2020 and 2019, respectively, shown separately below) | 3,084,646 | 3,542,918 | 2,758,318 |
Pre-opening location expenses | 159,096 | 273,049 | 571,968 |
Selling, general and administrative expenses | 1,010,582 | 1,604,669 | 2,793,663 |
Restructuring and other related costs | 433,811 | 206,703 | 329,221 |
Impairment/(gain on sale) of goodwill, intangibles and other assets | 870,002 | 1,355,921 | 335,006 |
Depreciation and amortization | 709,473 | 779,368 | 589,914 |
Total expenses (including related party expenses of $84,797, $80,524 and $290,748 for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 24) | 6,267,610 | 7,762,628 | 7,378,090 |
Loss from operations | (3,697,483) | (4,346,763) | (3,919,498) |
Interest and other income (expense), net: | |||
Income (loss) from equity method and other investments | (18,333) | (44,788) | (32,206) |
Interest expense (including related party expenses of $(387,208), $(246,875) and $(11,024) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 11 and Note 24) | (454,703) | (331,217) | (99,587) |
Interest income | 18,973 | 16,910 | 53,244 |
Foreign currency gain (loss) | (133,646) | 149,196 | 29,652 |
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | (342,939) | 819,647 | 239,145 |
Loss on extinguishment of debt | 0 | (77,336) | 0 |
Total interest and other income (expense), net | (930,648) | 532,412 | 190,248 |
Pre-tax loss | (4,628,131) | (3,814,351) | (3,729,250) |
Income tax benefit (provision) | (3,464) | (19,506) | (45,637) |
Net loss | (4,631,595) | (3,833,857) | (3,774,887) |
Net loss attributable to noncontrolling interests: | |||
Redeemable noncontrolling interests — mezzanine | 139,083 | 675,631 | 493,047 |
Noncontrolling interest — equity | 53,485 | 28,868 | 17,102 |
Net loss attributable to WeWork Inc. | $ (4,439,027) | $ (3,129,358) | $ (3,264,738) |
Net loss per share attributable to Class A and Class B common stockholders (see Note 22): | |||
Basic (in usd per share) | $ (18.38) | $ (22.24) | $ (23.46) |
Diluted (in usd per share) | $ (18.38) | $ (22.24) | $ (23.46) |
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 263,584,930 | 140,680,131 | 139,160,229 |
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 263,584,930 | 140,680,131 | 139,160,229 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue, related parties | $ 142,833 | $ 169,783 | $ 179,651 |
Cost, depreciation and amortization | 671,932 | 715,413 | 515,309 |
Total expenses, related parties | 84,797 | 80,524 | 290,748 |
Interest expense, related parties | (387,208) | (246,875) | (11,024) |
Gain (loss) from change in fair value of warrant liabilities, related parties | $ (345,271) | $ 819,647 | $ (373,738) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (4,631,595) | $ (3,833,857) | $ (3,774,887) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments, net of tax of none for the years ended December 31, 2021, 2020 and 2019, respectively | 95,273 | (146,737) | (17,014) |
Unrealized (loss) gain on available-for-sale securities, net of tax of $(37), $(1,096) and none for the years ended December 31, 2021, 2020 and 2019, respectively, respectively | (2,406) | 3,273 | 0 |
Other comprehensive income (loss), net of tax | 92,867 | (143,464) | (17,014) |
Comprehensive loss | (4,538,728) | (3,977,321) | (3,791,901) |
Net (income) loss attributable to noncontrolling interests | 192,568 | 704,499 | 510,149 |
Other comprehensive (income) loss attributable to noncontrolling interests | 34,874 | (23,161) | (1,108) |
Comprehensive loss attributable to WeWork Inc. | $ (4,311,286) | $ (3,295,983) | $ (3,282,860) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Unrealized (loss) gain on available-for-sale securities, tax | $ 37 | $ 1,096 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY - USD ($) | Total | Previously Reported | Revision of Prior Period, Adjustment | Adoption of ASC | Class A common stock | Common Stock Class B | Class C common stock | Common StockClass A common stock | Common StockClass A common stockPreviously Reported | Common StockClass A common stockRevision of Prior Period, Adjustment | Common StockCommon Stock Class B | Common StockCommon Stock Class BPreviously Reported | Common StockCommon Stock Class BRevision of Prior Period, Adjustment | Common StockClass C common stock | Common StockClass C common stockPreviously Reported | Common StockClass C common stockRevision of Prior Period, Adjustment | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitAdoption of ASC | Noncontrolling Interests |
Convertible preferred stock, balance (in shares) at Dec. 31, 2018 | 141,904,384 | 171,757,571 | (29,853,187) | |||||||||||||||||||||
Convertible preferred stock, balance at Dec. 31, 2018 | $ 3,498,696,000 | |||||||||||||||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2018 | $ 1,320,637,000 | |||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | 7,510,818 | |||||||||||||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion | $ 722,977,000 | |||||||||||||||||||||||
Redeemable noncontrolling interests, issuance of noncontrolling interests | $ 203,382,000 | |||||||||||||||||||||||
Convertible preferred stock, settlement of stockholder notes receivable (in shares) | (80,329) | |||||||||||||||||||||||
Convertible preferred stock, settlement of stockholder notes receivable | $ (2,732,000) | |||||||||||||||||||||||
Convertible preferred stock, stock-based compensation | $ 391,000 | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 33,021,700 | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 2,119,446,000 | |||||||||||||||||||||||
Convertible preferred stock, Issuance of stock in connection with acquisitions (in shares) | 1,329,958 | |||||||||||||||||||||||
Convertible preferred stock, Issuance of stock in connection with acquisitions | $ 134,826,000 | |||||||||||||||||||||||
Redeemable noncontrolling interests — mezzanine | (493,047,000) | |||||||||||||||||||||||
Redeemable noncontrolling interests, other comprehensive income (loss), net of tax | $ 1,108,000 | |||||||||||||||||||||||
Convertible preferred stock, balance (in shares) at Dec. 31, 2019 | 183,686,531 | |||||||||||||||||||||||
Convertible preferred stock, balance at Dec. 31, 2019 | $ 6,473,604,000 | |||||||||||||||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2019 | 1,032,080,000 | |||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 25,594,887 | 30,979,421 | (5,384,534) | 110,428,700 | 133,660,176 | (23,231,476) | 0 | 0 | 0 | |||||||||||||||
Balance at Dec. 31, 2018 | $ (2,458,576,000) | $ 1,701,000 | $ 2,000 | $ 31,000 | $ (29,000) | $ 12,000 | $ 134,000 | $ (122,000) | $ 0 | $ 798,114,000 | $ 797,963,000 | $ 151,000 | $ 15,511,000 | $ (3,311,285,000) | $ 1,701,000 | $ 39,070,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Adoption of ASC | Accounting Standards Update 2016-13 [Member] | |||||||||||||||||||||||
Issuance of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | 58,363,074 | |||||||||||||||||||||||
Issuance of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C | $ 0 | $ 6,000 | (6,000) | |||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | (35,434,383) | |||||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C | 0 | $ (4,000) | 4,000 | |||||||||||||||||||||
Issuance of stock for services rendered (in shares) | 6,269 | |||||||||||||||||||||||
Issuance of stock for services rendered, net of forfeitures | 21,387,000 | 17,613,000 | 3,774,000 | |||||||||||||||||||||
Transfer from Class B to Class A (in shares) | 5,747,939 | (5,747,939) | ||||||||||||||||||||||
Transfer from Class B to Class A | 0 | $ 1,000 | $ (1,000) | |||||||||||||||||||||
Stock based compensation (in shares) | 331,054 | 87,298 | ||||||||||||||||||||||
Stock-based compensation | 236,637,000 | 236,107,000 | 530,000 | |||||||||||||||||||||
Exercise of stock options (in shares) | 1,278,659 | 1,992,752 | ||||||||||||||||||||||
Exercise of stock options | 38,303,000 | 38,303,000 | ||||||||||||||||||||||
Stock issued for exercise of warrants (in shares) | 154 | |||||||||||||||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 1,415,505 | |||||||||||||||||||||||
Issuance of stock in connection with acquisitions | 66,886,000 | 61,417,000 | 5,469,000 | |||||||||||||||||||||
Settlement of stockholder notes receivable (see Note 20) (in shares) | (249,203) | |||||||||||||||||||||||
Settlement of stockholder notes receivable (see Note 21) | 9,210,000 | 9,210,000 | ||||||||||||||||||||||
Issuance of noncontrolling interests | 339,773,000 | 9,329,000 | 330,444,000 | |||||||||||||||||||||
Transaction with principal shareholder | 709,929,000 | 709,929,000 | ||||||||||||||||||||||
Distributions to noncontrolling interests | (40,000,000) | (40,000,000) | ||||||||||||||||||||||
Net income (loss) | (3,281,840,000) | (3,264,738,000) | (17,102,000) | |||||||||||||||||||||
Other comprehensive income (loss), net of tax | (18,122,000) | (18,122,000) | ||||||||||||||||||||||
Balance at Dec. 31, 2019 | (4,374,712,000) | $ 190,000 | $ 3,000 | $ 11,000 | $ 2,000 | 1,880,020,000 | (2,611,000) | (6,574,322,000) | $ 190,000 | 322,185,000 | ||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 34,125,264 | 106,760,811 | 22,928,691 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Redeemable noncontrolling interests, issuance of noncontrolling interests | $ 100,100,000 | |||||||||||||||||||||||
Convertible preferred stock, stock-based compensation (in shares) | 25,724 | |||||||||||||||||||||||
Convertible preferred stock, stock-based compensation | $ 1,028,000 | |||||||||||||||||||||||
Convertible preferred stock, acquisition of noncontrolling interest (shares) | 28,489,310 | |||||||||||||||||||||||
Convertible preferred stock, acquisition of noncontrolling interest | $ 280,345,000 | |||||||||||||||||||||||
Redeemable noncontrolling interests, acquisition of noncontrolling interest | $ (92,822,000) | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 911,121,000 | |||||||||||||||||||||||
Redeemable noncontrolling interests, distributions to noncontrolling interests | (6,646,000) | |||||||||||||||||||||||
Redeemable noncontrolling interests — mezzanine | (675,631,000) | |||||||||||||||||||||||
Redeemable noncontrolling interests, other comprehensive income (loss), net of tax | $ 23,161,000 | |||||||||||||||||||||||
Convertible preferred stock, balance (in shares) at Dec. 31, 2020 | 304,791,824 | |||||||||||||||||||||||
Convertible preferred stock, balance at Dec. 31, 2020 | $ 7,666,098,000 | |||||||||||||||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2020 | 380,242,000 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | (2,134,367) | |||||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C | 0 | $ 0 | 0 | |||||||||||||||||||||
Issuance of stock for services rendered, net of forfeitures | 8,215,000 | 12,874,000 | (4,659,000) | |||||||||||||||||||||
Stock based compensation (in shares) | 207,641 | 51,263 | ||||||||||||||||||||||
Stock-based compensation | 182,045,000 | 182,007,000 | 38,000 | |||||||||||||||||||||
Exercise of stock options (in shares) | 27,931 | 82,418 | ||||||||||||||||||||||
Exercise of stock options | 220,000 | 220,000 | ||||||||||||||||||||||
Issuance of common stock in connection with acquisitions (in shares) | 106,775 | |||||||||||||||||||||||
Issuance of stock in connection with acquisitions | 217,000 | 217,000 | ||||||||||||||||||||||
Deconsolidation of consolidated subsidiaries | 302,689,000 | 315,604,000 | (12,915,000) | |||||||||||||||||||||
Settlement of stockholder notes receivable (see Note 20) (in shares) | (170,316) | |||||||||||||||||||||||
Settlement of stockholder notes receivable (see Note 21) | 16,667,000 | 16,667,000 | ||||||||||||||||||||||
Acquisition of noncontrolling interest | (187,523,000) | (197,949,000) | 10,426,000 | |||||||||||||||||||||
Issuance of noncontrolling interests | 544,000 | 544,000 | ||||||||||||||||||||||
Transaction with principal shareholder | 21,640,000 | 21,640,000 | ||||||||||||||||||||||
Distributions to noncontrolling interests | (317,264,000) | (42,801,000) | (274,463,000) | |||||||||||||||||||||
Net income (loss) | (3,158,226,000) | (3,129,358,000) | (28,868,000) | |||||||||||||||||||||
Other comprehensive income (loss), net of tax | (166,625,000) | (166,625,000) | ||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (7,671,923,000) | $ 3,000 | $ 11,000 | $ 2,000 | $ 0 | 2,188,499,000 | (158,810,000) | (9,703,490,000) | 1,862,000 | |||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 34,297,295 | 106,894,492 | 20,794,324 | 34,297,295 | 106,894,492 | 20,794,324 | 0 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||
Convertible preferred stock, conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | (412,303,490) | |||||||||||||||||||||||
Convertible preferred stock, conversion of Legacy WeWork convertible preferred stock to common stock | $ (8,376,150,000) | |||||||||||||||||||||||
Redeemable noncontrolling interests, conversion of Legacy WeWork convertible preferred stock to common stock | (256,543,000) | |||||||||||||||||||||||
Convertible preferred stock, cancellation of note and conversion to common stock | $ (3,032,000) | |||||||||||||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | 180,414 | |||||||||||||||||||||||
Redeemable noncontrolling interests, issuance of noncontrolling interests | $ 80,006,000 | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | |||||||||||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 713,084,000 | |||||||||||||||||||||||
Redeemable noncontrolling interests — mezzanine | (139,083,000) | |||||||||||||||||||||||
Redeemable noncontrolling interests, other comprehensive income (loss), net of tax | $ (28,625,000) | |||||||||||||||||||||||
Other | 19,153 | |||||||||||||||||||||||
Convertible preferred stock, balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||
Convertible preferred stock, balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2021 | 35,997,000 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | (856,235) | |||||||||||||||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C | 0 | $ 0 | 0 | |||||||||||||||||||||
Issuance of stock for services rendered, net of forfeitures | (2,141,000) | (2,141,000) | ||||||||||||||||||||||
Transfer from Class B to Class A (in shares) | 106,894,492 | (106,894,492) | ||||||||||||||||||||||
Transfer from Class B to Class A | $ 11,000 | $ (11,000) | ||||||||||||||||||||||
Stock based compensation (in shares) | 721,381 | |||||||||||||||||||||||
Stock-based compensation | 213,419,000 | 213,419,000 | ||||||||||||||||||||||
Exercise of stock options (in shares) | 11,990,205 | |||||||||||||||||||||||
Exercise of stock options | 26,250,000 | $ 1,000 | 26,249,000 | |||||||||||||||||||||
Cancellation of shares (in shares) | (685,781) | |||||||||||||||||||||||
Cancellation of shares | $ (13,494,000) | (13,494,000) | ||||||||||||||||||||||
Stock issued for exercise of warrants (in shares) | 206,547 | 206,955 | ||||||||||||||||||||||
Stock issued for exercise of warrants | $ 1,000 | 1,000 | ||||||||||||||||||||||
Issuance of common stock in connection with Business Combination (in shares) | 42,368,214 | |||||||||||||||||||||||
Issuance of common stock in connection with Business Combination | 297,448,000 | $ 4,000 | 297,444,000 | |||||||||||||||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | 412,303,490 | |||||||||||||||||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock | 8,632,693,000 | $ 41,000 | 8,376,109,000 | 256,543,000 | ||||||||||||||||||||
Cancellation of convertible note and conversion to common stock (in shares) | 468,394 | |||||||||||||||||||||||
Cancellation of convertible note and conversion to common stock | 3,032,000 | 3,032,000 | ||||||||||||||||||||||
Issuance of common stock in connection with PIPE Investment and Backstop Investment (in shares) | 95,000,000 | |||||||||||||||||||||||
Issuance of common stock in connection with PIPE Investment and Backstop Investment | 950,001,000 | $ 10,000 | 949,991,000 | |||||||||||||||||||||
Costs attributable to the issuance of common stock in connection with Business Combination and PIPE Investment | (69,490,000) | (69,490,000) | ||||||||||||||||||||||
Reclassification of liability classified warrants to equity | 52,393,000 | 52,393,000 | ||||||||||||||||||||||
Release of vested RSUs (in shares) | 1,413,142 | |||||||||||||||||||||||
Repurchase of common stock (in shares) | (2,944,212) | |||||||||||||||||||||||
Repurchase of common stock | (29,245,000) | $ (29,245,000) | ||||||||||||||||||||||
Transaction with principal shareholder | 529,878,000 | 529,878,000 | ||||||||||||||||||||||
Conversion of WeWork Partnership Profits Interest Units to Partnership Units | 0 | (234,375,000) | 234,375,000 | |||||||||||||||||||||
Distributions to noncontrolling interests | (418,000) | (418,000) | ||||||||||||||||||||||
Net income (loss) | (4,492,512,000) | (4,439,027,000) | (53,485,000) | |||||||||||||||||||||
Other comprehensive income (loss), net of tax | 121,492,000 | 127,741,000 | (6,249,000) | |||||||||||||||||||||
Other | 3,177,000 | $ 1,000 | 3,176,000 | 0 | ||||||||||||||||||||
Other (in shares) | 39,136 | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ (1,449,439,000) | $ 71,000 | $ 0 | $ 2,000 | $ (29,245,000) | $ 12,320,691,000 | $ (31,069,000) | $ (14,142,517,000) | $ 432,628,000 | |||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 702,072,711 | 0 | 19,938,089 | 705,016,923 | 0 | 19,938,089 | (2,944,212) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (4,631,595) | $ (3,833,857) | $ (3,774,887) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 709,473 | 779,368 | 589,914 |
Impairment of property and equipment | 0 | 3,066 | 63,128 |
Impairment/(gain on sale) of goodwill, intangibles and other assets | 870,002 | 1,355,921 | 335,006 |
Non-cash transaction with principal shareholder | 428,289 | 0 | 185,000 |
Loss on extinguishment of debt | 0 | 77,336 | 0 |
Stock-based compensation expense | 213,669 | 62,776 | 358,969 |
Cash paid to settle employee stock awards | 0 | (3,141) | 0 |
Issuance of stock for services rendered, net of forfeitures | (2,271) | 7,893 | 20,367 |
Non-cash interest expense | 209,907 | 172,112 | 14,917 |
Provision for allowance for doubtful accounts | 15,147 | 67,482 | 22,221 |
(Income) loss from equity method and other investments | 18,333 | 44,788 | 32,206 |
Distribution of income from equity method and other investments | 3,328 | 4,191 | 0 |
Foreign currency (gain) loss | 133,646 | (149,196) | (30,915) |
Change in fair value of financial instruments | 342,939 | (819,647) | (239,145) |
Contingent consideration fair market value adjustment | 0 | (122) | (60,667) |
Changes in operating assets and liabilities: | |||
Operating lease right-of-use assets | 1,450,202 | 1,024,709 | (5,850,744) |
Current and long-term lease obligations | (1,606,650) | 502,025 | 7,672,358 |
Accounts receivable and accrued revenue | 23,485 | (32,749) | (175,262) |
Other assets | (76,452) | (28,148) | (126,870) |
Accounts payable and accrued expenses | 67,816 | (164,190) | 390,609 |
Deferred revenue | (52,695) | 32,803 | 90,445 |
Other liabilities | (30,295) | 39,731 | 38,840 |
Deferred income taxes | 1,785 | (159) | (3,734) |
Net cash provided by (used in) operating activities | (1,911,937) | (857,008) | (448,244) |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (296,895) | (1,441,232) | (3,488,086) |
Capitalized software | (39,997) | (22,614) | (40,735) |
Change in security deposits with landlords | 2,526 | 526 | (140,071) |
Proceeds from asset divestitures and sale of investments, net of cash divested | 10,832 | 1,172,860 | 16,599 |
Contributions to investments | (26,704) | (99,146) | (80,674) |
Loans to employees and related parties | 0 | 0 | (5,580) |
Cash used for acquisitions, net of cash acquired | 0 | 0 | (1,036,973) |
Deconsolidation of cash of ChinaCo, net of cash received | 0 | (54,481) | 0 |
Proceeds from repayment of notes receivable | 3,000 | 0 | 0 |
Net cash provided by (used in) investing activities | (347,238) | (444,087) | (4,775,520) |
Cash Flows from Financing Activities: | |||
Principal payments for property and equipment acquired under finance leases | (4,626) | (4,021) | (3,590) |
Proceeds from issuance of debt | 708,177 | 34,309 | 662,395 |
Proceeds from unsecured related party debt | 1,000,000 | 1,200,000 | 0 |
Proceeds from issuance of convertible related party liabilities | 0 | 0 | 4,000,000 |
Repayments of debt | (712,746) | (813,140) | (3,088) |
Bond repurchase | 0 | 0 | (32,352) |
Debt and equity issuance costs | (12,091) | (12,039) | (71,075) |
Proceeds from exercise of stock options and warrants | 17,037 | 212 | 38,823 |
Proceeds from Business Combination and PIPE financing, net of issuance costs paid | 1,209,068 | 0 | 0 |
Taxes paid on withholding shares | (32,542) | 0 | 0 |
Proceeds from issuance of noncontrolling interests | 80,006 | 100,628 | 538,934 |
Distributions to noncontrolling interests | 0 | (319,860) | (40,000) |
Payments for contingent consideration and holdback of acquisition proceeds | (2,523) | (39,701) | (38,280) |
Proceeds relating to contingent consideration and holdbacks of disposition proceeds | 12,177 | 613 | 0 |
Additions to members’ service retainers | 449,861 | 382,184 | 703,265 |
Refunds of members’ service retainers | (373,827) | (575,999) | (497,761) |
Net cash provided by (used in) financing activities | 2,337,971 | (46,814) | 5,257,271 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 2,050 | 1,374 | 3,239 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 80,846 | (1,346,535) | 36,746 |
Cash, cash equivalents and restricted cash—Beginning of period | 854,153 | 2,200,688 | 2,163,942 |
Cash, cash equivalents and restricted cash—End of period | 934,999 | 854,153 | 2,200,688 |
Cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | 923,725 | 800,535 | 1,340,140 |
Restricted cash | 11,274 | 53,618 | 856,255 |
Cash and cash equivalents held for sale | 0 | 0 | 1,138 |
Restricted cash held for sale | 0 | 0 | 3,155 |
Cash, cash equivalents and restricted cash | 934,999 | 854,153 | 2,200,688 |
Supplemental Cash Flow Disclosures: | |||
Cash paid during the period for interest (net of capitalized interest of none, $2,981 and $13,358 during 2021, 2020, and 2019, respectively) | 196,512 | 120,234 | 74,195 |
Cash paid during the period for income taxes, net of refunds | (9,781) | 29,376 | 27,989 |
Cash received for operating lease incentives — tenant improvement allowances | 404,000 | 1,331,660 | 1,134,216 |
Cash received for operating lease incentives — broker commissions | 670 | 17,583 | 64,246 |
Supplemental Disclosure of Non-cash Investing & Financing Activities: | |||
Property and equipment included in accounts payable and accrued expenses | 74,940 | 198,040 | 642,161 |
Conversion of related party liabilities to into Preferred Stock | 711,786 | 0 | 2,697,522 |
Non-cash transaction with principal shareholder | 428,289 | 0 | 185,000 |
Warrants issued as debt issuance costs | 101,589 | 0 | 853,317 |
Decrease in consolidated total assets resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) | 0 | 1,764,458 | 0 |
Decrease in consolidated total liabilities resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) | 0 | 1,983,631 | 0 |
Issuance of stock in connection with acquisitions | 0 | 217 | 198,521 |
Transfer of assets to held for sale | 0 | 0 | 134,958 |
Transfer of liabilities related to assets held for sale | 0 | 0 | 25,442 |
Conversion of equity method investment to equity in consolidated 424 Fifth Venture | 0 | 0 | 50,000 |
Additional ASC 842 Supplemental Disclosures | |||
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities | 2,250,949 | 2,289,691 | 1,551,573 |
Cash paid for interest relating to finance leases in operating activities | 4,230 | 4,676 | 4,622 |
Cash paid for principal relating to finance leases in financing activities | 4,626 | 4,021 | 3,590 |
Right-of-use assets obtained in exchange for finance lease obligations | 260 | 920 | 14,803 |
Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations | $ (1,492,430) | $ (106,796) | $ 9,304,066 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 0 | $ 2,981 | $ 13,358 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business WeWork Inc.'s core global business offering integrates space, community, services and technology in 756 locations, including 624 Consolidated Locations, around the world as of December 2021. Our membership offerings are designed to accommodate our members' distinct space needs. We provide our members the optionality to choose from a dedicated desk, a private office or a fully customized floor with the flexibility to choose the type of membership that works for them on a monthly subscription basis, through a multi-year membership agreement or on a pay-as-you-go basis. The Company’s operations are headquartered in New York. WeWork Companies Inc. was founded in 2010. The We Company was incorporated under the laws of the state of Delaware in April 2019 as a direct wholly-owned subsidiary of WeWork Companies Inc. As a result of various legal entity reorganization transactions undertaken in July 2019, The We Company became the holding company of our business, and the then-stockholders of WeWork Companies Inc. became the stockholders of The We Company. WeWork Companies Inc. is the predecessor of The We Company for financial reporting purposes. Effective October 14, 2020, The We Company changed its legal name to WeWork Inc. ("Legacy WeWork"). On October 20, 2021 (the “Closing Date”), the Company (which was formerly known as BowX Acquisition Corp. (“Legacy BowX”)) consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among Legacy BowX, a subsidiary of Legacy BowX, and Legacy WeWork. As contemplated by the Merger Agreement, (1) the subsidiary of Legacy BowX merged with and into Legacy WeWork, with Legacy WeWork surviving as a wholly owned subsidiary of Legacy BowX, and (2) immediately thereafter, Legacy WeWork merged with and into another subsidiary of Legacy BowX (such mergers and collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc., resulting in WeWork Inc. becoming a publicly traded company. Unless the context indicates otherwise, references in this 10-K to (A) “WeWork”, “the Company,” “we,” “us” and “our” are to the business of WeWork Inc., a Delaware corporation, and its consolidated subsidiaries following the closing of the Business Combination and to (B) “Legacy WeWork” are to WeWork Inc. and its consolidated subsidiaries prior to the closing of the Business Combination. “Legacy BowX” refers to BowX Acquisition Corp. prior to the Business Combination. See Note 3 for further discussion on the Business Combination. The Company holds an indirect general partner interest and indirect limited partner interests in The We Company Management Holdings L.P. (the “WeWork Partnership”). The WeWork Partnership owns 100% of the equity in WeWork Companies LLC. The Company, through the WeWork Partnership and WeWork Companies LLC, holds all the assets held by WeWork Companies Inc. prior to the July 2019 legal entity reorganization and is subject to all the liabilities to which WeWork Companies Inc. was subject prior to the 2019 legal entity reorganization. All references to "SBG" are references to SoftBank Group Corp. or a controlled affiliate or subsidiary thereof, but, unless the context otherwise requires, does not include SVF Endurance (Cayman) Limited ("SVFE") or the SoftBank Vision Fund (AIV M1) L.P. ("SoftBank Vision Fund"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation — The accompanying consolidated financial statements and notes to the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, its majority‑owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates as a single operating segment. See Note 25 for further discussion on the Company's segment reporting. As a result of the Business Combination completed on October 20, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted. See Note 3 for further discussion on the Business Combination. The Company is required to consolidate entities deemed to be VIEs in which the Company is the primary beneficiary. The Company is considered to be the primary beneficiary of a VIE when the Company has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. JapanCo, WeCap Manager, WeCap Holdings Partnership and LatamCo (each as defined and discussed in Note 7) are the Company's only consolidated VIEs as of December 31, 2021. See Note 7 for discussion of the consolidated VIE transactions during the years ended December 31, 2021 and 2020. See Note 10 for discussion of the Company’s non-consolidated VIEs. A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income in the consolidated statements of comprehensive loss, is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company's convertible preferred stock and noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the control of the Company are classified outside of permanent equity. As it was not probable that the remaining convertible preferred stock and noncontrolling interest would become redeemable during the period in which redeemable features upon the occurrence of an event that is not solely within the control of the Company existed, no remeasurement was required. See Note 7 for further discussion of the elimination of redemption features upon the Business Combination. The Company's noncontrolling interests that have redemption features within the Company's control are classified within permanent equity and are described further below. The redemption value of the WeWork Partnerships Profits Interest Units (as discussed in Note 21) are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company, whereby the intrinsic value (per-unit fair value of the Company is greater than the per-unit distribution threshold) will be reflected as noncontrolling interests in the equity section of the consolidated balance sheets with a corresponding entry to additional paid-in-capital. The intrinsic value of the WeWork Partnership Profits Interests will be remeasured each period until the WeWork Partnerships Profits Interest Units are converted to shares or cash. The Company's other noncontrolling interests represent substantive profit-sharing arrangements and profits and losses are attributed to the controlling and noncontrolling interests using the hypothetical-liquidation-at-book-value method. Use of Estimates — The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting periods. Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. Since December 2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has become a global pandemic. Authorities in jurisdictions where our locations are located have at times issued stay-at-home orders, restrictions on certain activities such as travel and on the types of businesses that may continue to operate. As the pandemic has adversely affected and may continue to adversely affect our revenues and expenditures, the extent and duration of these restrictions and overall macroeconomic impact of the pandemic will have an effect on estimates used in the preparation of financial statements. This includes the net operating income assumptions in our long-lived asset impairment testing, the ultimate collectability of accounts receivable due to the effects of COVID-19 on the financial position of our members, the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and our assessment of our ability to continue to meet our obligations as they come due. Our liquidity forecasts are based upon continued execution of the Company’s operational restructuring program and also includes management's best estimate of the impact that the COVID-19 pandemic, including the Delta, Omicron, or other variants, may continue to have on our business and our liquidity needs; however, the extent to which our future results and liquidity needs are further affected by the continued impact of the COVID-19 pandemic will largely depend on the continued duration of closures, and delays in location openings, the success of ongoing vaccination efforts, the effect on demand for our memberships, any permanent shifts in working from home, how quickly we can resume normal operations and our ongoing lease negotiations with our landlords, among others. We believe continued execution of our operational restructuring program and our current liquidity position will be sufficient to help us mitigate the continued near-term uncertainty associated with COVID-19, however our assessment assumes a continued recovery in our revenues and occupancy that began in the second half of 2021 with a gradual return toward pre-COVID levels. If we do not experience a recovery consistent with our projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance we will be successful in securing the additional capital infusions if needed. Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid marketable securities with original maturities of three months or less at the time of purchase. Cash equivalents are presented at cost, which approximates fair value. Restricted Cash - Restricted cash consists primarily of amounts provided to banks to secure letters of credit issued under certain of the Company’s credit agreements as required by various leases. Transfers between restricted and unrestricted cash accounts are not reported within the statements of cash flows. Only restricted cash receipts or payments from restricted cash directly to third parties are reported in the statements of cash flows as either an operating, investing or financing activity, depending on the nature of the transaction. Allowance for Doubtful Accounts — In accordance with ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), management determines an allowance that reflects its best estimate of the accounts receivable due from members, related parties, landlords and others that it expects will not be collected. Management considers many factors in considering its reserve with respect to these accounts receivable, including historical data, experience, creditworthiness, income trends, as well as current and forward looking conditions. Recorded liabilities associated with members’ service retainers are also considered when estimating the allowance for doubtful accounts as we have the contractual right to apply members' service retainers to outstanding receivables. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. As of December 31, 2021 and 2020, the Company recorded $62.5 million and $107.8 million, respectively, as an allowance for doubtful accounts on accounts receivable and accrued revenue. Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. A variety of costs are incurred in the construction of leasehold improvements including development costs, construction costs, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company capitalizes costs until a project is substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. Subsequent expenditures that extend the useful life of an asset are also capitalized. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvements or the remaining term of the lease using the straight‑line method. Furniture and equipment are depreciated over three Business Combinations — We include the financial results of businesses that we acquire from the date of acquisition. We determine the fair value of assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. There were no acquisitions during the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, the Company released acquisition holdbacks of $39.7 million of cash, $2.4 million of preferred stock, representing 26,716 shares of Series AP-4 Preferred Stock, and $0.2 million of common stock, representing 106,775 shares of Class A Common Stock relating to acquisitions following the satisfaction of requirements per the terms of the relevant acquisition agreements. Transaction costs associated with business combinations are expensed as incurred, and are included in selling, general and administrative expenses in our consolidated statements of operations. During the years ended December 31, 2021 and 2020, the Company did not incur any transaction costs relating to acquisitions. During the year ended December 31, 2019 the Company incurred transaction costs relating to acquisitions totaling $9.8 million. See Note 3 for details on transaction costs recognized in connection with the Business Combination. Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired less liabilities assumed in connection with the acquisition. Goodwill is not amortized, but instead is tested for impairment at least annually in the fourth quarter of each year as of October 1 at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying amounts of a reporting unit including goodwill were to exceed the fair value of the reporting unit, an impairment loss is recognized within our consolidated statements of operations in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The process of evaluating goodwill for impairment requires judgments and assumptions to be made to determine the fair value of the reporting unit, including discounted cash flow calculations, assumptions market participants would make in valuing each reporting unit and the level of the Company’s own share price. Intangible Assets, net — The Company capitalizes purchased software and computer software development costs for internal use when the amounts have a useful life or contractual term greater than twelve months. Purchased software consists of software products and licenses which are amortized over the lesser of their estimated useful life or the contractual term. Internally developed software costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external direct costs of the development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of substantially all testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Internal use software is amortized on a straight‑line basis over its estimated useful life, generally three years. Maintenance and training costs are expensed as incurred. Acquired intangible assets are carried at cost and finite-lived intangible asset are amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The initial estimated useful life of the Company's finite-lived intangible assets range from one year to ten years. The Company tests indefinite-lived intangible asset balances for impairment annually in the fourth quarter of each year as of October 1, or more frequently if circumstances indicate that the value may be impaired. Impairment of Long‑Lived Assets — Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. During the years ended December 31, 2021, 2020 and 2019, the Company recorded none, $3.1 million and $63.1 million, respectively, in routine impairment charges and property and equipment write-offs relating to excess, obsolete or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business. These impairment charges are included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. In connection with operational restructuring program described in Note 4 and related changes in the Company's leasing plans and planned or completed disposition of certain non-core operations, as well as the impact to the Company's business as a result of COVID-19, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other assets. These non-routine charges totaled $870.0 million, $1,355.9 million and $335.0 million during the years ended December 31, 2021, 2020 and 2019, respectively, and are included as impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations. Assets Held for Sale — The Company classifies an asset (or assets to be disposed of together as a group) as held for sale when management, having the authority to approve the action, commits to a plan to sell the assets, the assets are available for immediate sale in their present condition, subject only to terms that are usual and customary for sales of such assets, an active program to locate a buyer and other actions required to complete the plan to sell have been initiated and it is probable the transfer of the assets are expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the assets beyond one year. Prior period balances are not reclassified. Assets classified as held for sale are being actively marketed for sale at a price that is reasonable in relation to their current fair value and actions required to complete the sale plan indicate it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale and the related liabilities directly associated with those that will be transferred in that transaction are initially measured at the lower of their carrying value or fair value less any costs to sell and depreciation and amortization expense is no longer recorded. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. The fair value of assets held for sale less any costs to sell is assessed each reporting period they remain classified as held for sale and any subsequent changes are reported as an adjustment to the carrying amount of the assets, as long as the adjusted carrying amount does not exceed the carrying amount of the assets at the time it was initially classified as held for sale. Gains are not recognized on the sale of an asset until the date of sale. As of December 31, 2021 and 2020, there are no assets classified as held for sale. Deferred Financing Costs — Deferred financing costs consist of fees and costs incurred to obtain financing. Such costs are capitalized and amortized as interest expense using the effective interest method, over the term of the related loan (see Note 11). Deferred financing costs related to a recognized debt liability are presented in the consolidated balance sheet as a direct deduction from the carrying amount of that liability (see Note 14). Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. Income Taxes — The Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the tax rates are enacted. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The Company has elected to recognize earnings of foreign affiliates that are determined to be global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years. Revenue Recognition — For revenue contracts which do not qualify as leases in accordance with ASC 842, Leases ("ASC 842") the Company recognizes revenue under the five-step model required under Accounting Standard Codification ("ASC") No. 606, Revenue from Contracts with Customers ("ASC 606"), which requires the Company to identify the relevant contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations identified and recognize revenue when (or as) each performance obligation is satisfied. The Company’s primary revenue categories, related performance obligations and associated recognition patterns are as follows: Membership and Service Revenue — The Company sells memberships to individuals and organizations that provide access to office space, use of a shared internet connection, access to certain facilities (kitchen, common areas, etc.), a monthly allowance of conference room reservation hours, printing and copying and access to the WeWork mobile application. The price of each membership is based on factors such as the particular characteristics of the workspace occupied by the member, the geographic location of the workspace and the size of the workspace. The membership contracts may contain renewal options that may be exercised at the discretion of the member to extend the term beyond the initial term. All services included in a monthly membership allowance that remain unused at the end of a given month expire. Membership revenue consists primarily of fees from members, net of discounts for the access to office space provided. The majority of the Company's membership contracts are accounted for as revenue in accordance with ASC 606 and are recognized over time, evenly on a ratable basis, over the life of the agreement, as services are provided and the performance obligation is satisfied. Certain of the Company's membership contracts with its members related to “configured” workspaces which meet the definition of operating leases under ASC 842. The Company has elected not to separate non-lease components from lease components for all membership agreements with configured workspaces. The rental revenue recognized under ASC 842 is recognized evenly on a ratable basis over the term of the arrangement, consistent with the revenue recognition pattern for the membership services arrangements accounted for under ASC 606. We have also elected the practical expedient for our membership contracts accounted for under ASC 842 to exclude sales and use taxes and value added taxes we collect from members from consideration in the contract and from variable payments not included in the consideration in the contract. We recognize property taxes that we pay directly to taxing authorities and any reimbursement for such taxes from our members on a gross basis. Service revenue consists of additional billings to members for the ancillary services they may access through their memberships in excess of monthly allowances included in membership revenue, commissions earned by the Company on various services and benefits provided to our members and management fee income for services provided to Unconsolidated Locations subject to joint venture or other management arrangements, which as of December 31, 2021 included locations in India ("IndiaCo"), Greater China (as defined in Note 7 ("ChinaCo")), Greater Latin American territory (as defined in Note 7 ("LatamCo")), and Israel. Members may elect whether they want to add-on additional services at the inception of their agreement. Additional fees for add-on services are included in the transaction price when elected by the member. To the extent a member elects an add-on service subsequent to the commencement of a commitment period, the additional add-on fee will be added to transaction price at that point in time. The Company's individual locations may include a combination of membership contracts for which revenue is recognized in accordance with ASC 606 and ASC 842 and the location operating expenses are incurred for the location as a whole and not segregated by individual member spaces and as a result, when evaluating the cost of services for membership and service revenue, both contract types are combined to evaluate the gross profit or performance of an individual location. Other Revenue — Other revenue includes revenue generated from various other offerings and business lines, not directly related to the revenue we earn under our membership agreements through which we provide space-as-a-service. Other revenue primarily includes design and development services, tuition for education programs, software and other subscription revenue, income generated from sponsorships and ticket sales from WeWork branded events and management and advisory fees earned. Design and development services performed are recognized as revenue over time based on a percentage of contract costs incurred to date compared to the total estimated contract cost. The Company identifies only the specific costs incurred which contribute to the Company’s progress in satisfying the performance obligation. Contracts are generally segmented between types of services, such as consulting contracts, design and construction contracts, and operate contracts. Revenues related to each respective type of contract are recognized as or when the respective performance obligations are satisfied. When total cost estimates for these types of arrangements exceed revenues in a fixed-price arrangement, the estimated losses are recognized immediately. The Company performs ongoing profitability analyses of its design and build services contracts accounted for using a cost-to-cost measure of progress in order to determine the accuracy of the latest estimates of revenues, costs and profit margins. Changes to total contract revenue, and estimated cost or losses, if any, are recognized on a cumulative catch-up basis in the period in which they are determined and may result in increases or decreases in revenues or costs. Significant judgment is required when estimating total cost including future labor and expected efficiencies, as well as whether a loss is expected to be incurred on the project. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. If the costs are recoverable, contract costs are capitalized and amortized over time consistent with the transfer of the services to which the asset relates. Income generated from sponsorships and ticket sales from WeWork branded events are recognized upon the occurrence of the event. Other revenues are generally recognized over time, on a monthly basis, as the services are performed. Billing terms and conditions generally vary by contract category. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., upfront, monthly or quarterly) or upon achievement of contractual milestones. For most of our standard memberships which are typically invoiced monthly, our payment terms are immediate. In most cases where timing of revenue recognition significantly differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company elects the financing component practical expedient and does not adjust the promised amount of consideration in contracts where the time between cash collection and performance is less than one year. Members’ Service Retainers — Prior to moving into an office, members are generally required to provide the Company with a service retainer as detailed in their membership agreement. In the event of non-payment of membership or other fees by a member, pursuant to the terms of the membership agreements, the amount of the service retainer may be applied against the member’s unpaid balance. The Company recognizes members' service retainers as a liability as the Company expects to refund some or all of that consideration to the member. Contract Assets and Receivables — The Company classifies the right to consideration in exchange for solutions or services provided to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. Contracts that contain both contract assets and liabilities are recorded on a net basis. Contract assets that are expected to be billed beyond the next 12 months are considered long-term contract assets and included in other assets. Deferred Revenue — Deferred revenue represents collections from customers for which revenue has not been recognized to date. Deferred revenue is classified as a current liability as it is expected to be recognized as revenue within the next twelve months. Assets Recognized from the Costs to Obtain a Contract with a Customer — Incremental costs (e.g., member referral fees and certain sales incentive compensation) of obtaining a contract are capitalized and amortized into expense on a straight-line basis over the underlying contract period if the Company expects to recover those costs. The incremental costs of obtaining a contract include only those costs the Company incurs to obtain a contract that it would not have incurred if the contract had not been obtained. The costs associated with significant member referral fees are amortized over the underlying contract period, even if the contract term is less than twelve months. Taxes collected from customers and remitted to governmental authorities are presented on a net basis. Leasing Arrangements — The Company accounts for its leasing arrangements in accordance with ASC 842. The Company has a significant portfolio of real estate leases entered into in connection with operating its business. The Company also leases certain equipment and has service contracts, including warehouse agreements, where we control identified assets, such as warehouse space, and therefore these arrangements represent embedded leases under ASC 842. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less from being recognized on the balance sheet. Short-term leases primarily relate to leases of office equipment and are not significant in comparison to the Company’s overall real estate portfolio. Payments related to those leases are recognized in the consolidated statement of operations on a straight-line basis over the lease term. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to t |
Reverse Recapitalization and Re
Reverse Recapitalization and Related Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization and Related Transactions | Note 3. Reverse Recapitalization and Related Transactions On October 20, 2021, the transactions contemplated by the Merger Agreement closed and, among other things and upon the terms and subject to the conditions of the Merger Agreement, the following occurred: • At the closing, a wholly owned subsidiary of Legacy BowX merged with an into Legacy WeWork, with Legacy WeWork the surviving corporation becoming a wholly owned subsidiary of Legacy BowX (the "Merger"). The surviving corporation was renamed New WeWork Inc. • Immediately following the Merger, New WeWork Inc. merged with and into BowX Merger Subsidiary II, LLC, a wholly owned subsidiary of Legacy BowX (Merger Sub II) (the "Second Merger"), with Merger Sub II being the surviving entity of the Second Merger. The surviving entity was renamed WW Holdco LLC. • Legacy BowX was renamed WeWork Inc. At the closing of and in connection with the Business Combination, the following occurred: • Subscription Agreements. Legacy BowX entered into subscription agreements with certain investors ("PIPE Investors") whereby it issued 80 million shares of common stock for an aggregate purchase price of $800.0 million, which closed substantially concurrently with the closing of the Business Combination. In addition, Legacy BowX entered into a backstop subscription agreement with DTZ Worldwide ("Backstop Investor") whereby it would issue up to 15 million shares of the Company's Class A common stock for an aggregate purchase price of up to $150.0 million, depending on the level of public shareholder redemptions. Substantially concurrently with the closing of the Business Combination, the Backstop Investor subscribed for 15 million shares of the Company's Class A common stock for an aggregate purchase price of $150.0 million. • Exchange of Legacy WeWork Stock. Each outstanding share of Legacy WeWork Class A common stock and all series of preferred stock were exchanged for 0.82619 shares (the "Exchange Ratio") of WeWork Inc. Class A common stock. Holders of Legacy WeWork Class C common stock received shares of WeWork Inc. Class C common stock determined by application of the Exchange Ratio. Outstanding options and warrants to purchase Legacy WeWork common stock and restricted stock units ("RSUs") were converted into the right to receive options or warrants to purchase shares of Class A common stock or RSUs representing the right to receive shares of Class A common stock, as applicable, on the same terms and conditions that are in effect with respect to such options, warrants or RSUs on the day of the closing of the Business Combination, subject to adjustments using the Exchange Ratio. • First Warrants. The Company issued warrants to SoftBank affiliates to purchase 39,133,649 shares of the Company's Class A common stock at a price per share of $0.01 (the "First Warrants"). The First Warrants were issued as an inducement to obtain SoftBank and its affiliates’ support in effectuating the automatic conversion of Legacy WeWork preferred stock on a one-to-one basis to Legacy WeWork common stock. The First Warrants will expire on the tenth anniversary of the closing of the Business Combination and were recorded to additional paid-in capital in the consolidated balance sheet. See Note 20 for further discussion on the First Warrants. • Private and Public Warrants. Prior to the Business Combination, Legacy BowX issued 16,100,000 public warrants ("Public Warrants") and 7,173,333 private placement warrants ("Private Warrants"). Upon closing of the Business Combination, the Company assumed the Public Warrants and the Private Warrants. Each of the Public Warrants and Private Warrants entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants are exercisable at any time commencing 30 days after the completion of the Business Combination, and terminating five years after the Business Combination. See Note 13 and Note 20 for further discussion on the Private Warrants and Public Warrants, respectively. • Legacy BowX Trust Account. The Company received gross cash consideration of $332.9 million as a result of the reverse recapitalization. • Transaction Costs. The Company incurred $69.5 million of equity issuance costs, consisting of financial advisory, legal, share registration, and other professional fees, which are recorded to additional paid-in capital as a reduction of transaction proceeds. The above transactions was accounted for as a reverse recapitalization under U.S. GAAP whereby Legacy BowX was determined to be the accounting acquiree and Legacy WeWork the accounting acquirer. This accounting treatment is equivalent to Legacy WeWork issuing common stock for the net assets of Legacy BowX, accompanied by a recapitalization. The net assets of Legacy BowX are recorded at historical cost whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of Legacy WeWork. As a result of the Business Combination completed on October 20, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted using the Exchange Ratio. The number of shares of common stock issued immediately following the Business Combination was as follows: Number of Shares Class A Class C Legacy WeWork Stockholders 559,124,587 19,938,089 Legacy BowX Sponsor & Sponsor Persons 9,075,000 — Legacy BowX Public Stockholders 33,293,214 — PIPE Investors 80,000,000 — Backstop Investor 15,000,000 — Total 696,492,801 19,938,089 |
Restructuring, Impairments and
Restructuring, Impairments and Gains on Sale | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairments and Gains on Sale | Note 4. Restructuring, Impairments and Gains on Sale In September 2019, the Company initiated an operational restructuring program that included a change in executive leadership and plans for cost reductions that aim to improve the Company's operating performance. Throughout 2020 and 2021, the Company has made significant progress towards it operational restructuring goals including divesting or winding down various non-core operations not directly related to our core space-as-a-service offering, significant reductions in costs associated with selling, general and administrative expenses, and improvements to our operating performance through efforts in right-sizing our real estate portfolio to better match supply with demand in certain markets. During the year ended December 31, 2021, we also terminated leases associated with a total of 98 previously opened locations and 8 pre-open locations, in addition to the 24 previously opened locations and 82 pre-open locations terminated during the year ended December 31, 2020. Management is continuing to evaluate our real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases. During 2022, the Company anticipates there may be additional restructuring and related costs consisting primarily of lease termination charges, other exit costs and costs related to ceased use buildings and employee termination benefits, as the Company is still in the process of finalizing its operational restructuring plans. Restructuring and other related costs totaled $433.8 million, $206.7 million and $329.2 million during the years ended December 31, 2021, 2020 and 2019, respectively. The details of these net charges are as follows: Year Ended (Amounts in thousands) 2021 2020 2019 Employee terminations (1) $ 558,469 $ 191,582 $ 139,330 Ceased use buildings 140,202 — — Gains on lease terminations, net (311,230) (37,354) 3,162 Consulting Fees — — 185,000 Other, net 46,370 52,475 1,729 Total $ 433,811 $ 206,703 $ 329,221 (1) In connection with the Settlement Agreement, as described in Note 24, SBG purchased 24,901,342 shares of Class B Common Stock of the Company from We Holdings LLC, which is Mr. Neumann's affiliated investment vehicle, for a price per share of $23.23 , representing an aggregate purchase price of approximately $578.4 million. The Company recorded $428.3 million of restructuring and other related costs in its consolidated statement of operations for the year ended December 31, 2021, which represents the excess between the amount paid from a principal shareholder of the Company to We Holding LLC and th e fair value of the stock purchased. Also, in connection with the Settlement Agreement the WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested and were amended to have a catch-up base amount of $0. The per unit distribution thresholds for the WeWork Partnerships Profits Interest Units were also amended to initially be $10.00 and may be subject to upward adjustment based on a third party valuation of fair market value and may be subject to downward adjustment based on closing date pricing if a de-SPAC or initial public offering were to occur. WeWork Inc. has received a third party valuation of fair market value of the WeWork Partnerships Profits Interest Units, which confirmed that no upward adjustment is needed to be $10.00 per unit distribution threshold. As a result of this modification, the Company recorde d $102.0 million of restructuring and other related costs in its consolidated statement of operations for the year ended December 31, 2021 . As of December 31, 2021, net restructuring liabilities totaled approximately $78.7 million, including $75.5 million in accounts payable and accrued expenses, $6.3 million in other liabilities, net of $3.1 million in receivables from landlords in connection with lease terminations, included in other current assets in the consolidated balance sheet. A reconciliation of the beginning and ending restructuring liability balances is as follows: Employee Termination Benefits Legal Settlement Benefits (1) Other Total Restructuring Costs (Amounts in thousands) Restructuring liability balance — January 1, 2021 $ 16,119 $ — $ 12,756 $ 28,875 Restructuring and other related costs expensed during the period 28,198 530,271 (124,658) 433,811 Cash payments of restructuring liabilities, net (2) (38,060) — (386,133) (424,193) Non-cash impact — primarily asset and liability write-offs and stock-based compensation (1,474) (530,271) 571,988 40,243 Restructuring liability balance — December 31, 2021 $ 4,783 $ — $ 73,953 $ 78,736 (1) For further details on the costs in connection with the Settlement Agreement recorded in restructuring and other related costs for the year ended December 31, 2021, see Note 1 to the preceding table. (2) Includes cash payments received from the landlord for terminated leases of $18.0 million for the year ended December 31, 2021 . As of December 31, 2020, net restructuring liabilities totaled approximately $28.9 million including $29.5 million included in accounts payable and accrued expenses, net of $0.6 million in receivables from landlords in connection with lease terminations included in other current assets in the consolidated balance sheet. A reconciliation of the beginning and ending restructuring liability balances is as follows: Employee Termination Benefits Legal Settlement Benefits Other Total Restructuring Costs (Amounts in thousands) Restructuring liability balance — January 1, 2020 $ 89,872 $ — $ 1,497 $ 91,369 Restructuring and other related costs expensed during the period 191,582 — 15,121 206,703 Cash payments of restructuring liabilities (254,456) — (124,738) (379,194) Non-cash impact — primarily asset and liability write-offs and stock-based compensation (10,879) — 120,876 109,997 Restructuring liability balance — December 31, 2020 $ 16,119 $ — $ 12,756 $ 28,875 In connection with the operational restructuring program and related changes in the Company's leasing plans and planned or completed disposition or wind down of certain non-core operations and projects, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other long-lived assets. During the years ended December 31, 2021 and 2020, the Company also performed its quarterly impairment assessment for long-lived assets. As a result of the COVID-19 pandemic and the resulting declines in revenue and operating income experienced by certain locations as of December 31, 2021 and 2020, we identified certain assets whose carrying value was now deemed to have been partially impaired. We evaluated our estimates and assumptions related to our locations’ future revenue and cash flows, and performed a comprehensive review of our locations’ long-lived assets for impairment, including both property and equipment and operating lease right-of-use assets, at an individual location level. Key assumptions used in estimating the fair value of our location assets in connection with our impairment analyses are revenue growth, lease costs, market rental rates, changes in local real estate markets in which we operate, inflation, and the overall economics of the real estate industry. Our assumptions account for the estimated impact of the COVID-19 pandemic. As a result, during the years ended December 31, 2021 and 2020, the Company recorded $117.1 million and $345.0 million, respectively, in impairments, primarily as a result of decreases in projected cash flows primarily attributable to the impact of COVID-19. Non-routine gains and impairment charges totaled $870.0 million, $1,355.9 million and $335.0 million during the years ended December 31, 2021, 2020 and 2019, respectively, and are included on a net basis as impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations. The details of these net charges are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Impairment and write-off of long-lived assets associated with restructuring $ 753,733 $ 796,734 $ 66,187 Impairment of long-lived assets primarily associated with COVID-19 117,085 345,034 — Impairment of goodwill — — 214,515 Impairment of intangible assets — — 51,789 Loss on ChinaCo Deconsolidation (See Note 7) — 153,045 — Impairment of assets held for sale — 120,273 2,559 Gain on sale of assets (816) (59,165) (44) Total $ 870,002 $ 1,355,921 $ 335,006 The table above excludes certain routine impairment charges for property and equipment write-offs relating to excess, obsolete, or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business totaling none, $3.1 million and $63.1 million, respectively, during the years ended December 31, 2021, 2020 and 2019 respectively, included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In connection with the Company's operational restructuring program, the Company has divested or wound down certain non-core operations not directly related to its space-as-a-service during the years ended December 31, 2020 and 2019. There were no dispositions or intangible asset or goodwill impairments during the year ended December 31, 2021. In January 2020, the Company sold Teem for total cash consideration of $50.5 million. The Company recorded a gain on the sale of $37.2 million, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. In March 2020, the Company sold Managed by Q for total cash consideration of $28.1 million. Of the total consideration, $2.5 million was heldback at closing and is included as a disposition proceeds holdback receivable within other current assets on the accompanying consolidated balance sheet as of December 31, 2020. As of December 31, 2021, $2.2 million of the holdback was released and $0.3 million included as a disposition proceeds holdback receivable within other current assets on the accompanying consolidated balance sheet. The Company recorded a gain on the sale in the amount of $9.8 million, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. The gain on sale in 2020 was recognized after a $20.7 million impairment of intangible assets and a $145.0 million impairment of goodwill associated with Managed by Q that was recorded during the year ended December 31, 2019. In March 2020, the Company also sold 91% of the equity of Meetup for total cash consideration of $9.5 million and the remaining 9% was retained by the Company. Upon closing, Meetup was deconsolidated and the Company's 9% interest in the equity of Meetup is reflected within equity method and other investments on the accompanying consolidated balance sheet as of December 31, 2021 and 2020. Prior to the sale, the Company recorded an impairment loss of $26.1 million on the assets held for sale, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. In March 2020, the Company completed the sale of the real estate investment held by the 424 Fifth Venture and recognized an impairment loss on the assets sold totaling $53.7 million, included in impairment/(gain on sale) of goodwill, intangibles and other assets on the accompanying consolidated statements of operations during the year ended December 31, 2020. Of the total consideration, $15.0 million was heldback at closing of which $10.0 million was received during the year ended December 31, 2021. See Note 7 for further details. In May 2020, the Company sold SpaceIQ for a total cash consideration of $9.6 million. Prior to the sale, the Company recorded an impairment loss of $23.1 million, on the assets held for sale, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. In July 2020, the Company sold certain non-core corporate equipment for total cash consideration of $45.9 million. Prior to the sale, the Company recorded an impairment loss of $14.3 million on the assets held for sale, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. In August 2020, the Company sold Flatiron LLC, Designation Labs LLC, SecureSet Academy LLC, Flatiron School UK Limited and Flatiron School Australia Pty Ltd (collectively "Flatiron") for total cash consideration of $28.5 million. Prior to the sale, the Company recorded an impairment loss of $3.0 million, during the year ended December 31, 2020, and also recorded a gain on sale of $6.0 million during the year ended December 31, 2020 included in impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations. Arthur Minson, WeWork’s former Co-Chief Executive Officer, is an investor in the entity that Carrick used to purchase Flatiron. In connection with the sale, the Company waived certain non-compete obligations for Mr. Minson to allow him to serve on the board of, and also invest in, Flatiron. During 2020, the Company sold the assets of two other non-core companies for total cash consideration of $2.0 million and a promissory note of $3.0 million. The promissory note receivable is included within equity method and other investments on the accompanying consolidated balance sheet as of December 31, 2020, and was repaid during the year ended December 31, 2021. Prior to the classification as held for sale, the Company recorded an impairment loss on certain of these assets totaling $18.3 million and then recorded a gain on the ultimate sale totaling $3.1 million, both included as a component of the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations for the year ended December 31, 2020. During the third quarter of 2019, prior to its held for sale classification, Management had committed to a strategy of disposition of Conductor (a search engine optimization and enterprise content marketing solutions software company acquired in 2018) and Managed by Q at a value substantially less than the value the Company had recently paid to acquire such assets, which resulted in indicators of impairment of certain acquired intangible assets associated with those operations. In addition, as Managed by Q had not been fully integrated into the Company’s reporting unit during the third quarter of 2019, this also triggered a quantitative fair value assessment of the associated asset group, including the Managed by Q goodwill. The fair value assessment, which applied a combination of the income and market valuation approach, resulted in an impairment of intangible assets totaling $51.8 million and an impairment of goodwill totaling $145.0 million during the third quarter of 2019. These impairment charges are included as a component of impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statement of operations for the year ended December 31, 2019. In December 2019, the Company entered into a definitive agreement to sell Conductor and the sale was consummated on December 16, 2019. Total sale proceeds were $3.5 million in cash and the Company recorded an impairment of $2.6 million on the assets held for sale, included in the impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statement of operations for the year ended December 31, 2019. During the fourth quarter of 2019, the Company also decided to wind down certain other recently acquired non-core businesses, including Spacious Technologies Inc., Prolific Interactive LLC and Waltz Inc. As these businesses had not yet been fully integrated into the Company’s reporting unit upon the decision to wind down operations, this resulted in an additional impairment of the recently acquired goodwill totaling $69.5 million, included as a component of impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statement of operations for the year ended December 31, 2019. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Note 5. Prepaid and Other Current Assets Prepaid expenses consists of the following: December 31, (Amounts in thousands) 2021 2020 Prepaid member referral fees and deferred sales incentive compensation (Note 16) $ 51,629 $ 31,617 Prepaid lease cost 39,911 61,232 Prepaid software 21,137 19,981 Other prepaid expenses 66,989 50,013 Total prepaid expenses $ 179,666 $ 162,843 Other current assets consists of the following: December 31, (Amounts in thousands) 2021 2020 Net receivable for value added tax (“VAT”) $ 124,306 $ 107,104 Deposits held by landlords 41,004 25,574 Straight-line revenue receivable 30,784 35,418 Disposition proceeds holdback amounts receivable (Note 4 and 7) 5,323 17,500 Deposits on property and equipment 3,828 3,161 Other current assets 32,864 572 Total other current assets $ 238,109 $ 189,329 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net, consists of the following: December 31, (Amounts in thousands) 2021 2020 Leasehold improvements $ 5,959,207 $ 6,671,107 Furniture 769,532 869,057 Equipment 472,629 539,636 Construction in progress 176,714 458,845 Finance lease assets 46,700 48,116 Property and equipment 7,424,782 8,586,761 Less: accumulated depreciation (2,050,557) (1,727,598) Total property and equipment, net $ 5,374,225 $ 6,859,163 |
Consolidated VIEs and Noncontro
Consolidated VIEs and Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated VIEs and Noncontrolling Interests | Note 7. Consolidated VIEs and Noncontrolling Interests As of December 31, 2021, JapanCo, LatamCo, WeCap Manager, and WeCap Holdings Partnership are the Company's only consolidated VIEs. As of December 31, 2020, JapanCo, WeCap Manager, and WeCap Holdings Partnership were the Company's only consolidated VIEs. The Company is considered to be the primary beneficiary as we have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance and the right to receive benefits that could potentially be significant to the VIEs. As a result, these entities remain consolidated subsidiaries of the Company and the interests owned by the other investors and the net income or loss and comprehensive income or loss attributable to the other investors are reflected as redeemable noncontrolling interests and noncontrolling interests on our consolidated balance sheets, statements of operations and statements of comprehensive loss, respectively. The following table includes selected consolidated financial information as of December 31, 2021 and 2020 of our consolidated VIEs, as included in our consolidated financial statements, as of the periods they were considered VIEs and in each case, after intercompany eliminations. December 31, 2021 December 31, 2020 (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE balance sheets information: Cash and cash equivalents $ 101,050 $ 8,493 $ 161,411 $ 5,194 Property and equipment, net 621,365 — 445,599 — Restricted cash 10,000 — 10,000 — Total assets 2,707,505 15,204 2,096,389 13,834 Long-term debt, net 5,697 — 30,638 — Total liabilities 2,367,597 3,234 1,693,267 573 Redeemable stock issued by VIEs 80,000 — 500,000 — Total net assets (3) 259,908 11,970 (96,878) 13,261 The following tables include selected consolidated financial information for the years ended December 31, 2021, 2020, 2019 and of our consolidated VIEs, as included in our consolidated financial statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. Year Ended Year Ended Year Ended (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of operations information: Total Revenue $ 262,270 $ 14,772 $ 497,751 $ 21,169 $ 528,044 $ 13,439 Net income (loss) $ (191,934) $ 1,695 $ (750,472) $ (2,502) $ (776,113) $ (24,747) Year Ended Year Ended Year Ended (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of cash flows information: Net cash provided by (used in) operating activities $ (117,182) $ 4,520 $ (38,259) $ 2,549 $ (108,246) $ 4,247 Net cash used in investing activities (26,740) — (236,971) (573) $ (592,574) $ (826,707) Net cash provided by (used in) financing activities 94,386 (1,217) 73,447 (1,908) $ 292,775 $ 843,312 (1) The “SBG JVs” include ChinaCo, JapanCo, PacificCo, and LatamCo. as of and for the periods that each represented a consolidated VIE. The ChinaCo Deconsolidation occurred on October 2, 2020 and as a result, ChinaCo results and balances are not included above for the period subsequent to deconsolidation. The PacificCo Roll-up occurred on April 17, 2020 and as a result, PacificCo results and balances are not included above for the period subsequent to April 17, 2020. The Company entered into the LatamCo agreement on September 1, 2021 and as a result, LatamCo results and balances are not included above for the period prior to September 1, 2021. The consent of an affiliate of SoftBank Group Capital Limited is required for any dividends to be distributed by JapanCo and LatamCo. As a result, any net assets of JapanCo and LatamCo would be considered restricted net assets to the Company as of December 31, 2021. The net assets of the SBG JVs include preferred stock issued to affiliates of SBG and other investors with aggregate liquidation preferences totaling $580.0 million and $500.0 million as of December 31, 2021 and 2020, respectively, of which $80.0 million and $500.0 million of preferred stock is redeemable upon the occurrence of an event that is not solely within the control of the Company, as of December 31, 2021 and 2020, respectively. The initial issuance price of such redeemable and non-redeemable preferred stock equals the liquidation preference for each share issued. After reducing the net assets of the SBG JVs by the liquidation preference associated with such redeemable preferred stock, the remaining net assets of the SBG JVs is negative as of December 31, 2021 and 2020. Effective on the Closing of the Business Combination (as described in Note 3) the redemption features were eliminated and the noncontrolling interests of JapanCo are reflected in the equity section of the accompanying consolidated balance sheets as of December 31, 2021. (2) For the year ended December 31, 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. For the years ended December 31, 2020 and 2019, "Other VIEs” includes WeCap Manager, WeCap Holdings Partnership, WeWork Waller Creek, 424 Fifth Venture and the Creator Fund in the periods prior to any disposal or deconsolidation as discussed above. (3) Total net assets represents total assets less total liabilities and redeemable stock issued by VIEs after the total assets and total liabilities have both been reduced to remove amounts that eliminate in consolidation. The assets of consolidated VIEs will be used first to settle obligations of the VIE. Remaining assets may then be distributed to the VIEs' owners, including the Company, subject to the liquidation preferences of certain noncontrolling interest holders and any other preferential distribution provisions contained within the operating agreements of the relevant VIEs. Other than the restrictions relating to the Company’s SBG JVs a discussed in (1) above, third-party approval for the distribution of available net assets is not required for the Company’s Other VIEs as of December 31, 2021. See Note 23 for a discussion of additional restrictions on the net assets of WeWork Companies LLC. WeWork Partnership On October 21, 2021, Mr. Neumann converted 19,896,032 vested WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units. On the date of the conversion notice, the distribution threshold of Mr. Neumann’s vested profits interest units was $10.38, and the base catch up amount was $0.00 for a conversion fair value of $234.4 million. The Company recorded the conversion as a noncontrolling interest on its consolidated balance sheets at the conversion fair value. Additionally, given that Mr. Neumann owns 2.74% of the WeWork Partnership, the Company allocated a loss of $15.6 million to him for the year ended December 31, 2021, which was based on the relative ownership interests of Class A common unit holders in the WeWork Partnership in the Company’s consolidated statement of income. On December 31, 2021, Mr. Neumann transferred all of his WeWork Partnership Class A Common Units to NAM WWC Holdings, LLC, which is Mr. Neumann’s affiliated investment vehicle. JapanCo During 2017, a consolidated subsidiary of the Company (“JapanCo”) entered into an agreement with an affiliate of SBG for the sale of a 50.0% membership interest in JapanCo for an aggregate contribution of $500.0 million which was funded over a period of time. As of December 31, 2018, JapanCo had received contributions totaling $300.0 million and during the year ended December 31, 2019, an additional $100.0 million was received. Pursuant to the terms of the agreement, an additional $100.0 million was required to be contributed and was received during the third quarter of 2020. In accordance with ASC 810, it was determined that the combined interest of the Company and its related party, the affiliate of SBG, are the primary beneficiary of JapanCo. The Company was also determined to be the related party that is most closely associated to JapanCo as the activitie s that most significantly impact JapanCo's economic performance are aligned with those of the Company. Prior to the Business Combination, the Series A Preferred Stock were redeemable under certain circumstances set forth in the membership agreement at the option of the holder. Due to these redemption features as of December 31, 2020, the portion of consolidated equity attributable to the outside investors' interests in Ja panCo are reflected as redeemable noncontrolling interests, within the mezzanine section of the accompanying consolidated balance sheets. Effective on the Closing of the Business Combination (as described in Note 3) the redemption features were eliminated and the noncontrolling interests are reflected in the equity section of the accompanying consolidated balance sheets as of December 31, 2021. As long as the investors remain shareholders of JapanCo, JapanCo will be the exclusive operator of the Company’s WeWork branded space-as-a-service businesses in Japan. After July 13, 2024 and, prior to that date, in the event of default on the contributions to be made, the Company may elect to purchase, at fair value, all JapanCo membership interests held, other than any interests issued in connection with an equity incentive plan. The Company may elect to pay the buyout consideration in either cash, WeWork shares or a combination thereof. LatamCo During September 2021, a consolidated subsidiary of the Company (“LatamCo”) entered into an agreement with an affiliate of SBG for the sale of 71.0% interest (with up to 49.9% voting power) in LatamCo for an aggregate con tribution of $80.0 million which will be funded through equity and secured promissory notes. As of December 31, 2021, LatamCo received contributions totaling $80.0 million. It was determined that the combined interest of the Company and its related party, the affiliate of SBG, are the primary beneficiary of LatamCo. The Company was also determined to be the related party that is most closely associated to LatamCo as the activities that most significantly impact LatamCo's economic performance are aligned with those of the Company. Due to the sell-out rights discussed below, the portion of consolidated equity attributable to the outside inve stors’ interests in LatamCo are reflected as redeemable noncontrolling interest within the mezzanine section of the accompanying consolidated balance sheets as of December 31, 2021. Upon formation of LatamCo, the Company contributed its businesses in Argentina, Mexico, Brazil, Colombia and Chile (collectively, the "Greater Latin American territory"), committed to fund $12.5 million, and remains as guarantor on certain lease obligations. Pursuant to the terms of the agreement, the Company may be liable up to $26.5 million, for cost related to the termination of certain leases within the first 12 months of the agreement. As of December 2021 the Company had incurred $4.1 million of termination costs plus $0.2 million of applicable VAT which was subsequently settled in February 2022. Pursuant to the terms of the agreement, an additional $60.0 million may be received by LatamCo from the exercise of SoftBank Latin America’s (“SBLA”) call options during the first and second year of operations. Further, SBLA maintains sell-out rights based on the performance of LatamCo, exercisable between September 1, 2025 and August 31, 2026, and the Company holds subsequent buy-out rights exercisable between September 1, 2027 and August 31, 2028. The stock associated with SBLA’s sell-out rights was initially recorded based on the fair value at the time of issuance. While SBLA’s ownership interest is not currently redeemable, based on management’s consideration of LatamCo’s expected future operating cash flows, it is not probable at December 31, 2021 that SBLA’s interest will become redeemable. The Company will accrete changes in the carrying value of the noncontrolling interest (redemption value) from the date that it becomes probable that the interest will become redeemable to the earliest redemption date, through an adjustment to additional paid-in capital. Provided that certain investors remain shareholders of LatamCo, LatamCo will be the exclusive operator of the Company’s businesses in the Greater Latin American territory. WeCap Manager WeWork Capital Advisors LLC (the "WeCap Manager") is a majority-owned subsidiary of the Company and its controlled affiliates. The WeCap Manager is also owned in part by Rhône Group L.L.C. and its affiliates (other than the WeCap Manager) (“Rhône” and, together with the Company, the “Sponsor Group”), a global alternative asset management firm with assets under management across its private equity and real estate platforms. In August 2019, the Company acquired from Rhône a controlling financial interest in the WeCap Manager, the management company for the investment vehicles sponsored, co-sponsored, managed, or co-managed by the WeCap Manager and Sponsor Group ("WeCap Investment Group") in exchange for a 20% noncontrolling interest in the WeCap Manager. The WeCap Manager is the surviving entity resulting from the merger (the "ARK/WPI Combination") of the legacy entity that previously managed WeWork Property Investors LP, including its parallel and related vehicles (collectively the "WPI Fund"), and the wholly owned consolidated legacy entity that previously managed the ARK Master Fund LP, including its parallel and related vehicles (collectively, the "ARK Master Fund"). The portion of consolidated equity attributable to Rhône's interest in the WeCap Manager is reflected as a noncontrolling interest in the equity section of the accompanying consolidated balance sheets as of December 31, 2021 and 2020. The WeCap Manager earns customary management fees, subject to provisions of the governing documents of the WeCap Manager relating to funding of losses incurred by the WeCap Manager. During the years ended December 31, 2021, 2020, and 2019, the WeCap Manager recognized $14.8 million, $24.9 million, and $10.7 million, respectively, in management fee income, which is classified as other revenue as a component of the Company's total revenue on the accompanying consolidated statements of operations. WeCap Holdings Partnership The post-reorganization WeCap Investment Group also includes the Company's general partner interests in WeWork Caesar Member LLC ("WeWork Waller Creek"), DSQ, WPI Fund and ARK Master Fund (each as defined in Note 10), which are held through a limited partnership created as part of the ARK/WPI combination (the "WeCap Holdings Partnership") in which Rhône also participates to the extent provided by the governing documents of the WeCap Holdings Partnership. The Company consolidates the WeCap Holdings Partnership. Net carried interest distributions earned in respect of the WeCap Investment Group from its investments are distributable to the Company and Rhône, indirectly through the WeCap Holdings Partnership, based on percentages that vary by the WeCap Investment Group vehicle and range from a 50% to 85% share to the Company of total net carried interest distributions received by the WeCap Holdings Partnership (after a profit participation allocation to certain personnel associated with the WeCap Manager). The portion of consolidated equity attributable to Rhône's interest in the WeCap Holdings Partnership is reflected as a noncontrolling interest in the equity section of the accompanying consolidated balance sheets as of December 31, 2021 and 2020. As of December 31, 2019, there was also a 67% noncontrolling interest in the Company's investment in WeWork Waller Creek, originally issued for total consideration of $6.5 million. During July 2020, the $6.6 million share of the net assets of WeWork Waller Creek attributable to noncontrolling interests was distributed to the noncontrolling interest holders and the Company sold its share of the investment in WeWork Waller Creek for total proceeds of $8.6 million, including a $0.3 million reimbursement of legal fees paid by the Company, and the Company recognized a $5.0 million gain on the sale of its investment included within income (loss) from equity method and other investments on the consolidated statement of operations for the year ended December 31, 2020. Primarily because our investments through the WeCap Holdings Partnership in the underlying real estate acquisition vehicles generally represent a small percentage of the total capital invested by third parties, and the terms on which we have agreed to provide services and act as general partner are consistent with the market for similar arrangements, the underlying real estate acquisition vehicles managed by the WeCap Manager are generally not consolidated in our financial statements (subject to certain exceptions based on the specific facts of the particular vehicle). The Company accounts for its share of the underlying real estate acquisition vehicles as unconsolidated investments under the equity method of accounting. See Note 10 for additional details regarding the holdings of WeCap Holdings Partnership. 424 Fifth Venture The 424 Fifth Venture is a consolidated subsidiary of the Company which was owned 17.2% by the Company, 44.8% by the WPI Fund and 38.0% by another investor, immediately prior to the redemption of the noncontrolling interest holders in March 2020 described below ("424 Fifth Venture"). Prior to redemption in March 2020, the Company was determined to be the primary beneficiary of 424 Fifth Venture as (i) the Company had the power to direct the activities of 424 Fifth Venture through the Company's role as development manager and master lease tenant of the ongoing development project (as described below) and (ii) the obligation to absorb losses and receive benefits through its equity ownership. Accordingly, the portion of consolidated equity attributable to the interest of the 424 Fifth Venture's other investors was reflected as noncontrolling interests within the equity section of the accompanying consolidated balance sheet. Upon completion of the redemption of the noncontrolling interest holders in March 2020, the 424 Fifth Venture became a wholly owned subsidiary of the Company . In March 2020, the real estate investment located in New York City ("424 Fifth Property") was sold by the 424 Fifth Venture to an unrelated third party for a gross purchase price of approximately $978.1 million. Included in the sale was $356.5 million in land and $653.8 million in construction in progress associated with the investment. The $930.2 million in net cash proceeds received at closing were net of closing costs and holdbacks. Of the total consideration, $15.0 million was held back at closing, of which $10.0 million was received as of December 31, 2021. The Company recognized an impairment loss on the assets sold totaling $53.7 million, included in impairment/(gain on sale) of goodwill, intangibles and other assets on the accompanying consolidated statements of operations during the year ended December 31, 2020. The underlying debt facility that secured the 424 Fifth Property since acquisition was extinguished upon the sale (see Note 14 for further details). In March 2020, in connection with the sale of the 424 Fifth Property, the Company also made a payment of $128.0 million to the 424 Fifth Venture and the 424 Fifth Venture made redemption payments to the noncontrolling interest holders totaling $315.0 million including a return of capital of $272.2 million and a return on their capital of $42.8 million. The sale and debt extinguishment also resulted in the termination in March 2020 of the Company’s original development management agreements over the property, its 20 year master lease of the property, its $1.2 billion lease guaranty, various loan guarantees, various loan covenant requirements and various partnership guarantees and indemnities entered into in connection with the original acquisition. Upon the sale of the property, a wholly owned subsidiary of the Company entered into an escrow and construction agreement with the buyer for approximately $0.2 billion to finalize the core and shell infrastructure work of the property. These funds were held in escrow upon closing of the sale and are available to pay construction costs, contingencies and cost overruns. The $0.2 billion is expected to be earned by the Company over the period in which the development is completed. During the years ended December 31, 2021 and 2020, the Company recognized approximately $68.9 million and $61.6 million in revenue related to this development agreement, included as a component of other revenues. At closing, WeWork Companies LLC provided the buyer a guaranty of completion for the core and shell construction work of the property and the Company is obligated for any overruns if the amounts in escrow are not sufficient to cover the required construction costs. Creator Fund During 2018, the Company launched a fund (the “Creator Fund”) that previously made investments in recipients of WeWork's “Creator Awards” and other investments through use of a venture capital strategy. A wholly-owned subsidiary of the Company was the managing member of the Creator Fund. As of September 17, 2020, the Creator Fund had received contributions from SoftBank Group Capital Limited totaling $72.4 million, representing 99.99% of the interest of the Creator Fund, including $0.2 million and $27.4 million received during the years ended December 31, 2020 and 2019, respectively. Prior to the transfer of rights described below, the Company was determined to be the primary beneficiary of the Creator Fund as (i) the Company had the power to direct the activities of the Creator Fund as the managing member and (ii) the obligation to absorb losses and receive benefits through its carried interest. The portion of consolidated equity attributable to the interest of the Creator Fund’s investors prior to the transfer of rights is reflected as noncontrolling interests, within the equity section of the accompanying consolidated statement of changes in convertible preferred stock, noncontrolling interest and equity for the year ended December 31, 2019. In September 2020, the Company agreed to transfer its rights as managing member and all of its other rights, titles, interests, obligations and commitments in respect of the Creator Fund to an affiliate of SBG. Accordingly, the Company no longer has a variable interest in the Creator Fund and is no longer the primary beneficiary and the Company has deconsolidated the net assets of the Creator Fund and removed the carrying amount of the noncontrolling interest from the consolidated balance sheet as of December 31, 2020. As substantially all of the net assets of the Creator Fund were previously allocated to the noncontrolling interests, no gain or loss was recognized on deconsolidation of the Creator Fund. In connection with this transaction, the parties also agreed that WeWork would not be required to reimburse SBG for the $21.6 million Creator Awards production services reimbursement obligation payable to an affiliate of SBG as of December 31, 2019, as described in Note 24. As SBG is a principal shareholder of the Company, the forgiveness of this obligation was accounted for as a capital contribution and reclassified from liabilities to additional paid-in-capital during the year ended December 31, 2020. ChinaCo During 2017 and 2018, a consolidated subsidiary of the Company (“ChinaCo”) sold to investors $500.0 million of Series A Preferred Stock at a price of $10.00 per share and a liquidation preference of $10.00 per share and $500.0 million of Series B Preferred Stock at a price of $18.319 per share and a liquidation preference of $18.319 per share. Prior to the ChinaCo Agreement (defined below), the Series A Preferred Stock were redeemable under certain circumstances set forth in the shareholders' agreement at the option of the holder. Due to these redemption features the portion of consolidated equity attributable to ChinaCo's Series A and B Preferred shareholders were reflected as redeemable noncontrolling interests, within the mezzanine section of the accompanying co nsolidated balance sheet as of December 31, 2019. As of December 31, 2019, ChinaCo had also issued a total of 45,757,777 Class A Ordinary Shares in connection with an acquisition of naked Hub Holdings Ltd. (“naked Hub”) that occurred during 2018 and an additional 2,000,000 Class A Ordinary Shares to a consultant as described in Note 21. The portion of consolidated equity attributable to ChinaCo's Class A Ordinary shareholders were reflected as noncontrolling interests, within the equity section of the accompanying consolidated statement of changes in convertible preferred stock, noncontrolling interest and equity for the year ended December 31, 2019. Pursuant to the terms of the shareholders' agreement of ChinaCo, as long as certain investors remain shareholders of ChinaCo, ChinaCo will be the exclusive operator of the Company’s businesses in the “Greater China” territory, defined in the agreement to include China, Hong Kong, Taiwan and Macau. In August 2020, a wholly owned subsidiary of WeWork Inc. made a short-term loan to ChinaCo totaling $25.0 million (the "ChinaCo Loan"). In connection with ChinaCo's 2018 acquisition of naked Hub, as of December 31, 2019, ChinaCo also had a $191.1 million obligation to reimburse a wholly owned subsidiary of WeWork Inc. for WeWork Inc. shares issued to the sellers of naked Hub (the "Parent Note"). As ChinaCo was consolidated as of December 31, 2019, the Parent Note was eliminated against the Company's receivables in the Company's consolidated financial statements. In September 2020, the shareholders of ChinaCo and an affiliate of TrustBridge Partners ("TBP"), also an existing shareholder of ChinaCo, executed a restructuring and Series A subscription agreement (the "ChinaCo Agreement"). Pursuant to the ChinaCo Agreement, TBP agreed to subscribe for a new series of ChinaCo shares for $100.0 million in total gross proceeds to ChinaCo, received in connection with the initial investment closing on October 2, 2020 (the “Initial Investment Closing”) and an additional $100.0 million in gross proceeds to ChinaCo, with such additional shares issued and proceeds to be received at the earlier of 1 year following the Initial Investment Closing or such earlier date as determined by the ChinaCo board, to the extent such funds are necessary to support the operations of ChinaCo (the “Second Investment Closing”). The ChinaCo Agreement also included the restructuring of the ownership interests of all other preferred and ordinary shareholders’ interests into new ordinary shares of ChinaCo and the conversion of the $191.1 million Parent Note and certain other net intercompany payables totaling approximately $42.0 million, payable by ChinaCo to various wholly owned subsidiaries of WeWork Inc. into new ordinary shares of ChinaCo such that subsequent to the Initial Investment Closing in October 2020, and as of December 31, 2020, WeWork held 21.6% of the total shares issued by ChinaCo. On September 29, 2021, TBP provided $100.0 million to ChinaCo, effectuating the Second Investment Closing. The Company's remaining interest was diluted down to 19.7% in connection with the Second Investment Closing. Prior to the Second Investment Closing TBP held a total of 50.5% of the total shares issued by ChinaCo subsequent to the Initial Investment Closing. As of December 31, 2021 , and following the Second Investment Closing, TBP holds 55.0% of the total shares. TBP's shares are preferred shares which have a liquidation preference totaling $100.0 million and $200.0 million as of the Initial Investment Closing and the Second Investment Closing, respectively. Upon the Initial Investment Closing on October 2, 2020, ChinaCo received the $100.0 million in gross proceeds from TBP and a portion of those proceeds were used to repay WeWork $25.0 million for the ChinaCo Loan. In addition, pursuant to the terms of the ChinaCo Agreement, the rights of the ChinaCo shareholders were also amended such that upon the Initial Investment Closing, WeWork no longer retained the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a result, WeWork was no longer the primary beneficiary of ChinaCo and ChinaCo was deconsolidated from the Company's consolidated financial statements on October 2, 2020 (the "ChinaCo Deconsolidation"). The Company's remaining 21.6% ordinary share investment was valued at $26.3 million upon deconsolidation and will be accounted for as an equity method investment as the Company has retained rights that allow it to exercise significant influence over ChinaCo as a related party. During the fourth quarter of 2020, the Company recorded a loss on the ChinaCo Deconsolidation of $153.0 million included in impairment/(gain on sale) of goodwill, intangibles and other assets in the consolidated statement of operations calculated based on the difference between (i) the $26.3 million fair value of the Company's retained equity method investment in ChinaCo plus the carrying amount of the noncontrolling interest in ChinaCo as of the date of the ChinaCo Deconsolidation, which was in a negative deficit position of $(22.6) million and (ii) the carrying value of ChinaCo's net assets just prior to the ChinaCo Deconsolidation of $156.7 million. The remeasurement loss recognized on deconsolidation primarily relates to the remeasurement of our retained equity method investment in ChinaCo, recorded at fair value upon deconsolidation, in comparison to the carrying value of the net intercompany receivables that were converted into equity in ChinaCo in conjunction with the ChinaCo restructuring that ultimately resulted in the ChinaCo Deconsolidation. The net assets of ChinaCo that were deconsolidated on October 2, 2020, included a total of $344.3 million of goodwill related to ChinaCo's 2018 acquisition of naked Hub. As this goodwill was integrated into the Company's single reporting unit, upon deconsolidation of a portion of the reporting unit, the Company's total goodwill was reallocated among the Company and ChinaCo on a relative fair value basis with $315.6 million of ChinaCo's goodwill retained by the Company with a corresponding increase to additional paid-in capital and $28.7 million of ChinaCo's goodwill was deconsolidated. See Note 24 for details regarding various related party fees payable by ChinaCo to the Company subsequent to the ChinaCo Deconsolidation. ChinaCo contributed the following to the Company's consolidated results of operations prior to its deconsolidation on October 2, 2020, in each case excluding amounts that eliminate in consolidation: Year Ended (Amounts in thousands) 2021 2020 2019 Revenue $ — $ 206,261 $ 228,537 Location operating expenses — 266,318 290,254 Pre-opening location expenses — 13,465 71,681 Selling, general and administrative expenses — 68,884 85,237 Restructuring and other related costs — (18,660) 6,684 Impairments/(gain on sale) of goodwill, intangibles and other assets — 450,312 — Depreciation and amortization — 39,208 42,257 Total Expenses — 819,527 496,113 Total interest and other income (expense), net — 3,446 (6,443) Net loss $ — $ (609,820) $ (274,019) Net (loss) income attributable to WeWork Inc. $ — $ (62,997) $ 39,072 PacificCo During 2017, a consolidated subsidiary of the Company (“PacificCo”) sold $500.0 million of Series A-1 Preferred Stock at a price of $10.00 per share and a liquidation preference of $10.00 per share to an affiliate of SBG. PacificCo was the operator of the Company’s businesses in selected markets in Asia other than those included in the Greater China and Japan territories described above, including but not limited to Singapore, Korea, the Philippines, Malaysia, Thailand, Vietnam and Indonesia. The initial closing occurred on October 30, 2017 and all of the PacificCo Series A-1 Preferred Stock was issued at that time, however the Company received contributions totaling $200.0 million at the initial closing and an additional $100.0 million during the year ended December 31, 2018. Pursuant to the terms of the agreement an additional $100.0 million was required to be contributed in each of 2019 and 2020. The Company received $100.0 million in August 2019 and the remaining $100.0 million scheduled to be received in 2020 was canceled effective upon our entry into a definitive agreement providing for the completion of the PacificCo Roll-up (as defined below) in connection with the SoftBank Transactions in March 2 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8. Goodwill Goodwill includes the following activity during the years ended December 31, 2021 and 2020: Year Ended December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 679,351 $ 698,416 Goodwill sold — (2,652) Measurement period and other adjustments — 3,577 ChinaCo Deconsolidation (Note 7) — (28,692) Effect of foreign currency exchange rate changes (2,017) 8,702 Balance at end of period $ 677,334 $ 679,351 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9. Intangible Assets, Net Intangible assets, net consist of the following: December 31, 2021 (Amounts in thousands) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 133,775 $ — $ (80,009) $ 53,766 Other finite-lived intangible assets - customer relationships and other 6.7 17,658 — (14,695) 2,963 Indefinite-lived intangible assets - trademarks 1,863 (1,863) — — Total intangible assets, net $ 153,296 $ (1,863) $ (94,704) $ 56,729 December 31, 2020 (Amounts in thousands) Weighted-Average Remaining Useful Lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software 2.1 $ 103,122 $ (58,496) $ 44,626 Other finite-lived intangible assets - customer relationships and other 7.7 17,670 (14,263) 3,407 Indefinite-lived intangible assets - trademarks 1,863 — 1,863 Total intangible assets, net $ 122,655 $ (72,759) $ 49,896 Amortization expense of intangible assets was $27.0 million, $31.1 million and $61.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future amortization expense related to intangible assets as of December 31, 2021 is expected to be as follows: (Amounts in thousands) Total 2022 $ 27,075 2023 18,344 2024 9,679 2025 444 2026 444 2027 and beyond 743 Total $ 56,729 |
Equity Method and Other Investm
Equity Method and Other Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Equity Method and Other Investments | Note 10. Equity Method and Other Investments The Company's investments consist of the following: December 31, 2021 December 31, 2020 (Amounts in thousands, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value WPI Fund (1) Equity method investment $ 92,604 $ 52,805 8% $ 63,301 Investments held by WeCap Holdings Partnership (2) Equity method investments / Note receivable 71,503 74,147 Various 61,688 IndiaCo (3) Investment in convertible notes 34,402 105,248 N/A 49,849 ChinaCo (4) Equity method investment — 29,323 19.7% 29,323 Other (5) Various 1,068 1,066 Various 10,779 Total equity method and other investments $ 199,577 $ 262,589 $ 214,940 (1) In addition to the general partner interest in the WPI Fund held by WeCap Holdings Partnership described above, a wholly owned subsidiary of the WeCap Investment Group also owns an 8% limited partner interest in the WPI Fund. (2) As discussed in Note 7, subsequent to the August 2019 reorganization of the WeCap Investment Group real estate platform, the following investments are investments held by WeCap Holdings Partnership, which are accounted for by the WeCap Holdings Partnership as equity method investments: • "DSQ" — a venture in which WeCap Holdings Partnership owns a 10% equity interest. DSQ owns a commercial real estate portfolio located in London, United Kingdom. The investment balance as of December 31, 2021 also includes a note receivable with an outstanding balance of $43.3 million that accrues interest at a rate of 5.77% and matures in April 2028. • "WPI Fund" — a real estate investment fund in which WeCap Holdings Partnership holds the 0.5% general partner interest. The WPI Fund’s focus is acquiring, developing and managing office assets with current or expected vacancy suitable for WeWork occupancy, currently primarily focusing on opportunities in North America and Europe. • "ARK Master Fund" — an investment fund in which WeCap Holdings Partnership holds the general partner and a limited partner interest totaling 2% of the fund's invested capital. ARK Master Fund invests in real estate and real estate-related investments that it expects could benefit from the Company’s occupancy or involvement or the involvement of the limited partners of the ARK Master Fund. (3) In June 2020, the Company entered into an agreement with WeWork India Management Private Limited (“IndiaCo”), an affiliate of Embassy Property Developments Private Limited (“Embassy”), to subscribe for new convertible debentures to be issued by IndiaCo in an aggregate principal amount of $100.0 million (the "2020 Debentures"). During June 2020, $85.0 million of the principal had been funded, with the remaining $15.0 million to be funded over time based on milestones achieved by IndiaCo. The remaining $15.0 million was funded in April 2021. The 2020 Debentures earn interest at a coupon rate of 12.5% per annum for the 18-month period beginning in June 2020 which then gets reduced to 0.001% per annum and have a maximum term of 10 years. The 2020 Debentures are convertible into equity at the Company’s option after 18 months from June 2020 or upon mutual agreement between the Company, IndiaCo, and Embassy. The Company's investment balance as of December 31, 2021 also includes an aggregate principal amount of approximately $5.5 million in other convertible debentures issued by IndiaCo that earn interest at a coupon rate of 0.001% per annum and have a maximum term of ten years. During the years ended December 31, 2021, 2020 and 2019, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $19.0 million, $43.9 million and none, respectively, included in income (loss) from equity method and other investments. As of December 31, 2021 and 2020, the Company had recorded a liability of none and $7.9 million respectively, included in other current liabilities, relating to the fair value of the credit loss on the forward contract associated with the obligation on the $15.0 million unfunded commitment associated with the 2020 Debentures (the "IndiaCo Forward Liability") with such credit loss also included in income (loss) from equity method and other investments during the years ended December 31, 2021 and 2020. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $(2.4) million, $3.3 million and none, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company will also receive a management fee from IndiaCo. The Company recorded $6.4 million, $2.1 million and $5.5 million of management fee income from IndiaCo during the years ended December 31, 2021, 2020 and 2019, respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying consolidated statements of operations. (4) In October 2020, the Company deconsolidated ChinaCo and its retained 21.6% ordinary share equity method investment was recorded at a fair value of $26.3 million plus capitalized legal cost for a total initial cost basis and carrying value as of December 31, 2020 of $29.3 million. Pursuant to ASC 323-10-35-20, the Company discontinued applying the equity method on the ChinaCo investment when the carrying amount was reduced to zero in the first quarter of 2021. The Company will resume application of the equity method if, during the period the equity method was suspended, the Company's share of unrecognized net income exceeds the Company's share of unrecognized net losses. The Company's remaining interest was diluted down to 19.7% in connection with the Second Investment Closing on September 29, 2021. See Note 7 for additional details regarding the ChinaCo Deconsolidation and see Note 24 for details regarding various related party fees payable by ChinaCo to the Company subsequent to the ChinaCo Deconsolidation. (5) The Company holds various other investments as of December 31, 2021 and 2020. On June 30, 2021, the Company sold its 5.7% interest in Sound Ventures II, LLC for total consideration of $6.1 million. During the year ended December 31, 2021, the Company recorded a loss on the sale of $4.1 million, included in income (loss) from equity method and other investments in the consolidated statements of operations. See Note 24 for details regarding the remaining profit-sharing arrangement between the Company and SB Fast Holdings (Cayman) Limited ("Buyer") as part of the Creator Fund sale in 2020. The Buyer assumed the Company's remaining capital commitments of $1.9 million. In November 2021, the $3.0 million note receivable held by the Company was repaid. As of December 31, 2021, the WPI Fund, DSQ, ARK Master Fund, IndiaCo, ChinaCo and certain other entities in which the Company has or WeCap Holdings Partnership have invested are unconsolidated VIEs. In all cases, neither the Company nor the WeCap Holdings Partnership is the primary beneficiary, as neither the Company nor the WeCap Holdings Partnership have both the power to direct the activities of the entity that most significantly impact the entity’s economic performance and exposure to benefits or losses that could potentially be significant to the VIE. None of the debt held by these investments is recourse to either the Company or the WeCap Holdings Partnership, except the $3.5 million in lease guarantees provided to landlords of ChinaCo by the Company as described in Note 24. The Company's maximum loss is limited to the amount of our net investment in these VIEs, the $3.5 million in ChinaCo lease guarantees and the unfunded commitments discussed below. For the years ended December 31, 2021, 2020 and 2019, the Company recorded approximately $(18.3) million, $(44.8) million and $(32.2) million, respectively, for its share of gain/(loss) related to its equity method and other investments included in income (loss) from equity method and other investments in the consolidated statements of operations. As of December 31, 2021 and 2020, the Company had recorded a credit loss valuation allowance on its available-for-sale debt securities totaling $62.9 million and $43.9 million, respectively. As of December 31, 2021 and 2020, the Company had recorded unrealized gain (loss) on its available-for-sale debt securities totaling $2.0 million and $4.4 million, respectively, included as a component of accumulated other comprehensive income. No allowance or unrealized gains or losses had been recorded as of December 31, 2019. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 11. Other Assets Other non-current assets consists of the following: December 31, (Amounts in thousands) 2021 2020 Deferred financing costs, net: Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 381,588 $ 488,312 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1) 207,221 199,832 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1) 7,236 11,334 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1) 7,679 5,440 Other deferred financing costs, net 313 64 Total deferred financing costs, net 604,037 704,982 Other assets Security deposits with landlords 236,845 274,822 Straight-line revenue receivable 39,676 46,313 Other security deposits 3,148 3,271 Deferred income tax assets, net 1,273 1,377 Other long-term prepaid expenses and other assets 28,519 31,493 Total other assets $ 913,498 $ 1,062,258 (1) See below for details. Amounts are net of accumulated amortization totaling $377.3 million and $169.7 million as of December 31, 2021 and 2020, respectively. SoftBank Debt Financing —In October 2019, in connection with the SoftBank Transactions, the Company entered into an agreement with SBG for additional financing (the "SoftBank Debt Financing"). The agreement included a commitment from SBG for the provision of (i) $1.1 billion in senior secured debt in the form of senior secured notes or a first lien term loan facility (the "SoftBank Senior Secured Notes"), (ii) $2.2 billion in 5.0% senior unsecured notes (the "SoftBank Senior Unsecured Notes") with associated warrants issued to SoftBank Group Corp. ("SoftBank Obligor") to purchase 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share and (iii) credit support for a $1.75 billion letter of credit facility (the "2020 LC Facility") with associated warrants issued to SoftBank Obligor to purchase 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share. In December 2021, in connection with the LC Facility Extension, the Company issued to the SoftBank Obligor a warrant (the "LC Warrant") to purchase 11,923,567 shares of Class A common stock at a price per share equal to $0.01. See Note 20 for additional details regarding the LC Warrant. SoftBank Senior Secured Notes The funding of the $1.1 billion of SoftBank Senior Secured Notes originally contemplated per the Master Transaction Agreement was contingent on the completion of the 2020 Tender Offer (as defined in Note 21), and the 2020 Tender Offer was not completed, therefore the SoftBank Senior Secured Notes was also considered terminated in April 2020. See Note 21 for additional details regarding the 2020 Tender Offer. During the year ended December 31, 2020, the Company expensed $5.9 million of financing costs previously deferred in connection with the SoftBank Senior Secured Notes included within selling, general and administrative expenses on the accompanying consolidated statements of operations. In August 2020, the Company and WW Co-Obligor Inc. entered into a Master Senior Secured Notes Note Purchase Agreement (the "Master Senior Secured Notes Note Purchase Agreement") for up to an aggregate principal amount of $1.1 billion of senior secured debt in the form of 12.50% senior secured notes. The Master Senior Secured Notes Note Purchase Agreement allows the Company to borrow once every 30 days up to the maximum remaining capacity with minimum draws of $50.0 million with a maturity date 4 years from the first draw. The Company had the ability to draw for 6 months starting from the date of the Master Senior Secured Notes Note Purchase Agreement, and the Company extended this draw period for an additional 6 months by delivery of an extension notice to StarBright WW LP, an affiliate of SBG (the "Note Purchaser"), in January 2021 pursuant to the terms of the agreement. On August 11, 2021, WeWork Companies LLC, WW-Co-Obligor Inc. and the Note Purchaser executed an amendment to the Master Senior Secured Notes Note Purchase Agreement governing the SoftBank Senior Secured Notes, which (i) amended the maturity date of any notes to be issued thereunder from 4 years from the date of first drawing to February 12, 2023 and (ii) extended the expiration of the draw period from August 12, 2021 to September 30, 2021. On September 27, 2021, WeWork Companies LLC, WW Co-Obligor Inc. and the Note Purchaser executed a further amendment to such agreement, which extended the expiration of the draw period from September 30, 2021 to October 31, 2021. As of December 31, 2021 and 2020, no draw notices had been delivered pursuant to the senior secured note purchase agreement. Amended and Restated Senior Secured Notes On March 25, 2021, the Company and the Note Purchaser entered into a letter agreement (the "Commitment Letter") pursuant to which the Company and the Note Purchaser agreed to amend and restate the terms of the Master Senior Secured Notes Note Purchase Agreement that governs the SoftBank Senior Secured Notes (as amended and restated, the “A&R NPA”) on the earlier of (i) the Closing and (ii) August 12, 2021 (subsequently amended to October 31, 2021). The A&R NPA allows the Company to borrow up to an aggregate principal amount of $550.0 million of senior secured debt in the form of new 7.5% senior secured notes. It was a condition to the execution of the A&R NPA that any outstanding SoftBank Senior Secured Notes be redeemed, repurchased or otherwise repaid and canceled at a price of 101% of the principal amount thereof plus accrued and unpaid interest. The A&R NPA allows the Company to borrow once every 30 days with minimum draws of $50.0 million. Pursuant to the Commitment Letter, the Amended Senior Secured Notes will mature no later than February 12, 2024 or, if earlier, 18 months from the Closing. On the Closing Date, the Company, WW Co-Obligor Inc. and the Note Purchaser entered into the A&R NPA for up to an aggregate principal amount of $550.0 million of senior secured debt in the form of 7.50% senior secured notes. Entry into the A&R NPA superseded and terminated the Master Senior Secured Notes Note Purchase Agreement governing the SoftBank Senior Secured Notes and the Commitment Letter pursuant to which the Company would enter into the A&R NPA. The A&R NPA allows the Company to borrow once every 30 days up to the maximum remaining capacity with minimum draws of $50.0 million. On December 16, 2021, the Company, WW Co-Obligor Inc. and the Note Purchaser entered into an amendment to the A&R NPA pursuant to which the Note Purchaser agreed to extend its commitment to purchase up to an aggregate principal amount of $500.0 million of the Amended Senior Secured Notes that may be issued by the Company from February 12, 2023 to February 12, 2024. The Amended Senior Secured Notes will mature on February 12, 2024. The Company has the ability to draw until February 12, 2024. SoftBank Senior Unsecured Notes To formalize SBG's October 2019 commitment to provide WeWork Companies LLC with up to $2.2 billion of unsecured debt, on December 27, 2019, WeWork Companies LLC, WW Co-Obligor Inc., a wholly owned subsidiary of WeWork Companies LLC and a co-obligor under our Senior Notes (defined in Note 21), and the Note Purchaser, entered into a master senior unsecured note purchase agreement (as amended from time to time and as supplemented by that certain waiver dated as of July 7, 2020, the “Master Note Purchase Agreement”). Pursuant to the terms of the Master Note Purchase Agreement, WeWork Companies LLC may deliver from time to time to the Note Purchaser draw notices and accordingly sell to the Note Purchaser SoftBank Senior Unsecured Notes up to an aggregate original principal amount of $2.2 billion. A draw notice pursuant to the Master Note Purchase Agreement may be delivered only if WeWork Companies LLC’s net liquidity is, or prior to the applicable closing is reasonably expected to be, less than $750.0 million, and the amount under each draw shall not be greater than the lesser of (a) $250.0 million and (b) the remaining commitment (defined as the original principal amount of $2.2 billion less notes issued) and shall not be greater than an amount sufficient to cause, or reasonably expected to cause, the net liquidity of WeWork Companies LLC to be equal to $750.0 million after giving effect to receipt of proceeds from the issuance of the applicable SoftBank Senior Unsecured Notes. As of December 31, 2021 and 2020, the Company had delivered draw notices in respect of $2.2 billion and $1.2 billion, respectively, under the Master Note Purchase Agreement and an aggregate principal amount of $2.2 billion and $1.2 billion, respectively, of SoftBank Senior Unsecured Notes were issued to the Note Purchaser and reflected as unsecured related party debt on the consolidated balance sheets as of December 31, 2021 and 2020. Following the delivery of a draw notice, the Note Purchaser may notify WeWork Companies LLC that it intends to engage an investment bank or investment banks to offer and sell the applicable SoftBank Senior Unsecured Notes or any portion thereof to third-party investors in a private placement. Solely with respect to the first $200.0 million in draws (the "Initial Notes"), the Note Purchaser waived this syndication right. On December 16, 2021, WeWork Companies LLC and the Note Purchaser amended and restated the indenture governing the SoftBank Senior Unsecured Notes to subdivide the notes into two series, one of which consisting of $550.0 million in aggregate principal amount of 5.00% Senior Notes due 2025 (the "Series II Unsecured Notes") and another consisting of the remaining $1.65 billion in aggregate principal amount of 5.00% Senior Notes due 2025 (the "Series I Unsecured Notes" and, together with the Series II Unsecured Notes, the "Senior Unsecured Notes"), in connection with the resale by the Note Purchaser (through certain initial purchasers) of the Series II Unsecured Notes to qualified investors in a private offering exempt from registration under the Securities Act. The Series I Unsecured Notes remain held by the Note Purchaser. The SoftBank Senior Unsecured Notes have a stated interest rate of 5.0%. However because the associated warrants obligate the Company to issue shares in the future, the implied interest rate upon closing, assuming the full commitment is drawn, was approximately 11.69%. The SoftBank Senior Unsecured Notes will mature in July 2025. SoftBank Debt Financing Costs due to SBG The warrants issued to SoftBank Obligor in December 2019 to purchase 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share, were issued in connection with the SoftBank Senior Unsecured Notes (the "SoftBank Senior Unsecured Notes Warrant"), were valued at $279.3 million as of December 31, 2020. Upon the Business Combination (as described in Note 3), the SoftBank Senior Unsecured Notes Warrant were exchanged into WeWork Class A Common stock warrants, pursuant to the terms of the Merger Agreement. The WeWork Class A Common Stock warrants that were exchanged for the SoftBank Senior Unsecured Notes Warrant are equity-classified warrants and recognized in additional paid-in-capital accompanying in the consolidated balance sheets as of December 31, 2021. See Note 20 for details of equity-classified warrants. During the year ended December 31, 2021, 71,541,399 shares were issued in connection with the SoftBank Unsecured Notes Warrant and in exchange the Company received $0.9 million. During the year ended December 31, 2021, no H-4 shares were issued in connection with the SoftBank Unsecured Notes Warrant. During the year ended December 31, 2020, no H-3 or H-4 shares were issued in connection with the SoftBank Unsecured Notes Warrant. The SoftBank Senior Unsecured Notes Warrant of $568.9 million was capitalized at issuance as a deferred financing cost and included, net of accumulated amortization, as a component of other assets on the accompanying consolidated balance sheets as of December 31, 2021 and 2020. This asset will be amortized into interest expense over the five year life of the SoftBank Senior Unsecured Notes. The warrants issued to SoftBank Obligor in December 2019 to purchase 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share, were issued in connection with the agreement by SoftBank Obligor to provide credit support for the 2020 LC Facility (the "2020 LC Facility Warrant"), were valued at $139.6 million as of December 31, 2020. Upon the Business Combination, the 2020 LC Facility Warrant was exchanged into WeWork Class A Common stock warrants, pursuant to the terms of the Merger Agreement. The WeWork Class A Common Stock warrants exchanged for the 2020 LC Facility Warrant are equity-classified warrants and recognized in additional paid-in-capital accompanying in the consolidated balance sheets as of December 31, 2021. See Note 20 for details of equity-classified warrants. During the year ended December 31, 2021, 35,770,699 H-3 shares were issued in connection with the 2020 LC Facility Warrant and in exchange the Company received $0.4 million. During the year ended December 31, 2021, no H-4 shares were issued in connection with the 2020 LC Facility Warrant. During the year ended December 31, 2020, no H-3 or H-4 shares were issued in connection with the 2020 LC Facility Warrant. The 2020 LC Facility Warrant of $284.4 million was capitalized at issuance as a deferred financing cost and included, net of accumulated amortization, as a component of other assets on the accompanying consolidated balance sheets as of December 31, 2021 and 2020. This asset was initially amortized into interest expense from February 10, 2020 through February 10, 2023, and was extended through February 9, 2024 in connection with the LC Facility Extension. The warrants issued to SoftBank Obligor in December 2021 to purchase 11,923,567 shares of Class A Common Stock at an exercise price equal to $0.01 per share, were issued in connection with the LC Facility Extension (the "LC Warrant"), were valued at $101.6 million at issuance and recognized in additional paid-in capital in consolidated balance sheets. See Note 20 for details of equity-classified warrants. The LC Warrant of $101.6 million was capitalized at issuance as a deferred financing cost and included, net of accumulated amortization, as a component of other assets on the accompanying consolidated balance sheets as of December 31, 2021. This asset will be amortized into interest expense from December 6, 2021 through February 9, 2024, the remaining life of the extended 2020 LC Facility. Other than customary adjustments for recapitalizations and other reorganizations, the warrants associated with the SoftBank Senior Unsecured Notes Warrant and the 2020 LC Facility Warrant (collectively, the "Penny Warrants" or the "SoftBank Debt Financing Warrant Liability") were subject to anti-dilution protection for any increase in the Company's capital stock outstanding prior to December 27, 2020. As a result SoftBank Obligor was entitled to an additional 5,057,306 number of warrants that were also outstanding as of December 31, 2020. The Penny Warrants became exercisable on April 1, 2020 and expire on December 27, 2024. In August 2021, the Penny Warrants were transferred to a wholly-owned subsidiary of SBG. Upon contract signing, the Company recorded an ASC 480 liability representing the fair value of the Penny Warrants. The measurement of the Penny Warrants is considered to be a Level 3 fair value measurement, as it was determined using observable and unobservable inputs. As of December 31, 2020, the SoftBank Debt Financing Warrant Liability totaled $418.9 million and was included as a component of the warrant liabilities, net on the accompanying consolidated balance sheets. Upon the Business Combination, the SoftBank Debt Financing Warrant Liability was exchanged into WeWork Class A Common stock warrants, pursuant to the terms of the Merger Agreement. The WeWork Class A Common Stock warrants exchanged for the SoftBank Debt Financing Warrant Liability are equity-classified warrants and recognized in additional paid-in-capital accompanying in the consolidated balance sheets as of December 31, 2021. See Note 20 for details of equity-classified warrants. The Company also agreed to reimburse SBG for all fees and expenses incurred in connection with the SoftBank Transactions in an aggregate amount up to $50.0 million of which none were paid during the year ended December 31, 2021, $35.5 million was paid the year ended December 31, 2020, and the remaining $14.5 million was included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets as of December 31, 2021. The Company allocated $20.0 million of the total costs as deferred financing costs included, net of accumulated amortization within other assets on the consolidated balance sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated. During the year ended December 31, 2020 $5.0 million of these costs were written off and were allocated to the terminated SoftBank Senior Secured Notes noted above. The Company allocated $15.0 million as equity issuance costs associated with the 2019 Warrant (as defined below), recorded as a reduction of the Series H-1 Preferred Share balance on the consolidated balance sheet during the fourth quarter of 2019. The remaining $15.0 million was expensed as a transaction cost during the fourth quarter of 2019 as it related to various other components of the SoftBank Transactions which did not qualify for capitalization. SoftBank Debt Financing Costs due to Third Parties As of December 31, 2021 and 2020 , the Company had capitalized a total of $7.7 million and $5.4 million, respectively, in net debt issuance costs paid or payable to third parties associated with the SoftBank Debt Financing and related amendments which will be amortized over a three The Company recorded the following deferred financing costs amortization as a component of interest expense in the consolidated statements of operations: Year Ended (Amounts in thousands) 2021 2020 SoftBank Senior Unsecured Notes Warrant $ 106,490 $ 79,867 2020 LC Facility Warrant and LC Warrant 94,200 84,140 SoftBank Debt Financing Costs due to SBG 4,142 3,666 SoftBank Debt Financing Costs due to Third Parties 2,635 2,063 Total $ 207,467 $ 169,736 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 12. Other Current Liabilities Other current liabilities consists of the following: December 31, (Amounts in thousands) 2021 2020 Refunds payable to former members $ 34,019 $ 35,761 Current portion of long-term debt (See Note 14) 29,202 13,114 Current portion of acquisition holdbacks — 1,593 IndiaCo Forward Liability (See Note 10) — 7,907 Other current liabilities 14,692 25,380 Total other current liabilities $ 77,913 $ 83,755 |
Warrant Liabilities and SoftBan
Warrant Liabilities and SoftBank Debt Financing | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right and Related Party Transactions [Abstract] | |
Warrant Liabilities and SoftBank Debt Financing | Note 13. Warrant Liabilities and SoftBank Debt Financing Convertible related party liabilities, net consist of the following: (Amounts in thousands) December 31, 2021 December 31, 2020 Private Warrant Liability: Private Warrant Liability at issuance $ 17,879 $ — (Gain) loss from change in fair value of warrant liabilities (2,332) — Total Private Warrant Liability, at fair value 15,547 — SoftBank Debt Financing Warrant Liability (Note 11): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance 568,877 568,877 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (58,495) (288,674) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment (934) (934) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (474,521) — Less: Reclassification to Equity (34,927) — Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — 279,269 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance 284,440 284,440 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (29,243) (144,335) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment (466) (466) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (237,265) — Less: Reclassification to Equity (17,466) — Total LC Facility Warrant Liability, at fair Value — 139,639 Total SoftBank Debt Financing Warrant Liability, at fair value — 418,908 Total Warrant liabilities, net $ 15,547 $ 418,908 Private Warrants - Prior to the Business Combination, Legacy BowX issued 7,773,333 private placement warrants (“Sponsor Warrants” or "Private Warrants") and 16,100,000 public warrants (“Public Warrants”). Upon closing of the Business Combination, the Company assumed the Sponsor Warrants and Public Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of Legacy BowX’s initial public offering on August 7, 2020 and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor Warrants are identical to the Public Warrants, except that (1) the Sponsor Warrants and shares of Class A common stock issuable upon exercise of the Sponsor Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Sponsor Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and (3) the initial purchasers and their permitted transferees will also have certain registration rights related to the private placement warrants. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. See Note 20 for further details on the Public Warrants and the Private Warrants. The Private Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The fair value measurements of the Private Warrants were considered to be Level 2 fair value measurements in the fair value hierarchy as the Company utilizes the closing price of the Public Warrants as a proxy for the fair value of the Private Warrants. The Private Warrants were valued at $15.5 million as of December 31, 2021. 2019 Warrant —In January 2019, in conjunction with the Amended 2018 Warrant, discussed below, the Company entered into a warrant with SVF II , pursuant to which the Company agreed to issue shares of the Company's capital stock (the “2019 Warrant”). Under the terms of the original 2019 Warrant, in exchange for the issuance of the Company’s capital stock, SVF II was to make a payment of $1.5 billion on April 3, 2020. The right of SVF II to receive shares of the Company’s capital stock was to be automatically exercised on April 3, 2020 at a per-share price of $133.15. During the year ended December 31, 2019, the Company recognized an additional capital contribution of $219.7 million and an equal off-setting amount within additional paid-in capital representing the fair value of the 2019 Warrant and modification of the 2018 Warrant (discussed below) prior to being drawn. The measurement of the 2019 Warrant is considered to be a Level 3 fair value measurement, as it was determined using observable and unobservable inputs. In October 2019, in accordance with the SoftBank Transactions, the 2019 Warrant was amended to accelerate SBG's obligation for payment of $1.5 billion from April 3, 2020 to October 30, 2019, and the exercise price was amended from $133.15 per share to $14.05 per share for a new security in the form of Series H-1 or H-2 Convertible Preferred Stock. The Company received the $1.5 billion on October 30, 2019, and issued 14,244,654 shares of Series H-1 Convertible Preferred Stock on November 4, 2019. Upon issuance, the shares of Series H-1 Convertible Preferred Stock were recorded at $200.0 million less issuance costs of $38.6 million. Upon the draw, the Company reclassified $219.7 million of the equity asset that was established upon entering into the arrangement in January 2019 from its consolidated balance sheet. The remaining 92,590,259 shares of Series H-1 Convertible Preferred Stock were issued in April 2020. Upon issuance, the shares of Series H-1 Convertible Preferred Stock were recorded at $911.1 million, equal to the fair value of the 2019 Warrant on the date of issuance of the shares. Amended 2018 Warrant —On November 1, 2018, the Company entered into a warrant agreement with SVF II , pursuant to which the Company agreed to issue to SVF II shares of the Company’s capital stock (the “2018 Warrant” and as amended in January 2019, the "Amended 2018 Warrant"). During the year ended December 31, 2018, the Company recognized a capital contribution of $69.0 million and an equal off-setting amount within additional paid-in capital representing the fair value of the arrangement upon execution. In January 2019 and April 2019 the Company drew down on the Amended 2018 Warrant and received $1.5 billion and $1.0 billion in cash, respectively. Upon the draws, during the year ended December 31, 2019, the Company removed $68.8 million of the equity asset that was established upon entering into the arrangement in November 2018 from its consolidated balance sheet. The Amended 2018 Warrant was classified as a liability in accordance with ASC 480 , Distinguishing Liabilities from Equity (“ASC 480”) , as the warrant embodied a potential cash settlement obligation to repurchase shares that was outside of the Company's control. In accordance with ASC 480, the warrant liability was remeasured to fair value each reporting period, with changes recognized in the gain (loss) from change in fair value of financial instruments on the accompanying consolidated statements of operations. The measurement of the Amended 2018 Warrant was considered to be a Level 3 fair value measurement, as it was determined using observable and unobservable inputs. In July 2019, immediately prior to the legal entity reorganization transactions discussed in Note 1, the early exercise provision was triggered and the outstanding Amended 2018 Warrant was exercised for the issuance of 18,777,045 shares of Series G-1 Preferred Stock. Upon the July 2019 exercise, the Company recorded the Series G-1 Preferred Stock issued at $1,974.5 million, equal to the fair value of the warrant just prior to exercise, less $16.5 million of stock issuance costs previously deferred in connection with Amended 2018 Warrant. The Company recorded the following changes in fair value included in gain (loss) from change in fair value of warrant liabilities on the accompanying consolidated statements of operations: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 SoftBank Senior Unsecured Notes Warrant $ (230,179) $ 288,674 $ — 2020 LC Facility Warrant (115,092) 144,335 — Private Warrants 2,332 — — 2019 Warrant — 386,638 (217,466) Amended 2018 Warrant — — 456,611 Total $ (342,939) $ 819,647 $ 239,145 |
Long-Term Debt, Net
Long-Term Debt, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net | Note 14. Long-Term Debt, Net Long-term debt, net consists of the following: Maturity Interest December 31, December 31, (Amounts in thousands, except percentages) Senior Notes: Outstanding principal balance 2025 7.875% $ 669,000 $ 669,000 Less: Unamortized debt issuance costs (9,100) (11,363) Total Senior Notes, net 659,900 657,637 Other Loans: Outstanding principal balance 2021 - 2024 2.5% - 3.3% 34,900 43,833 Less: Current portion of Other Loans (See Note 12) (29,202) (13,114) Total non-current portion Other Loans, net 5,698 30,719 Total long-term debt, net $ 665,598 $ 688,356 Senior Notes — In April 2018, the Company issued $702.0 million in aggregate principal amount of unsecured senior notes due 2025 (the “Senior Notes”) at a 7.875% interest rate in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. The Company's gross proceeds of $702.0 million from the issuance of the Senior Notes were recorded net of debt issuance costs of $17.4 million. During 2019, the Company repurchased $33.0 million in aggregate principal amount of the Senior Notes. The debt issuance costs are deferred and will be amortized into interest expense over the term of the Senior Notes using the effective interest method. Interest on the Senior Notes accrues and is payable in cash semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the Senior Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The Senior Notes mature on May 1, 2025 at 100% of par. No Senior Notes were repurchased during the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, $669.0 million in aggregate principal amount remains outstanding. Upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest through the date of repurchase. The Senior Notes contain certain restrictive covenants that limit the Company's ability to create certain liens, to enter into certain affiliated transactions and to consolidate or merge with, or convey, transfer or lease all or substantially all of its assets, subject to important qualifications and exceptions. The Senior Notes (i) rank equally in right of payment with the SoftBank Senior Unsecured Notes, any payment obligations under the 2020 LC Facility and any existing and future senior indebtedness of the Company, (ii) are senior in right of payment to any existing and future subordinated obligations of the Company, and (iii) are effectively subordinated to all secured indebtedness of the Company (including obligations under the 2020 LC Facility discussed in Note 23) to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all liabilities of any subsidiary that does not guarantee the Senior Notes. The Senior Notes are unconditionally guaranteed on a senior basis by each of our subsidiaries that guarantees obligations under the Company's 2020 LC Facility or certain other indebtedness of the Company as a guarantor. As of December 31, 2021, each restricted subsidiary that guaranteed obligations under the 2020 LC Facility discussed in Note 23 also guaranteed the Senior Notes. Subsequent to the July 2019 legal entity reorganization, WeWork Companies LLC is the obligor of its Senior Notes, which is also fully and unconditionally guaranteed by WeWork Inc. WeWork Inc. and the other subsidiaries that sit above WeWork Companies LLC in our legal structure are holding companies that conduct substantially all of their business operations through WeWork Companies LLC. As of December 31, 2021, based on the covenants and other restrictions of the Senior Notes, WeWork Companies LLC is restricted in its ability to transfer funds by loans, advances or dividends to WeWork Inc. and as a result all of the net assets of WeWork Companies LLC are considered restricted net assets of WeWork Inc. See the Supplementary Information — Consolidating Balance Sheet, for additional details regarding the net assets of WeWork Companies LLC. The indenture that governs the Senior Notes also restricts us from incurring indebtedness or liens or making certain investments or distributions, subject to a number of exceptions. Certain of these exceptions included in the indenture that governs our Senior Notes are subject to us having Minimum Liquidity (as defined in the indenture that governs our Senior Notes). For incurrences in 2020, Minimum Liquidity was required to be 0.3 times Total Indebtedness. Beginning on January 1, 2021, there is no longer a Minimum Liquidity requirement. Certain of these exceptions included in the indenture that governs our Senior Notes are subject to us having Minimum Growth-Adjusted EBITDA (as defined in the indenture that governs our Senior Notes) for the most recent four consecutive fiscal quarters. For incurrences in fiscal years ending December 31, 2019, 2020, 2021 and 2022-2025, the Minimum Growth-Adjusted EBITDA required for the immediately preceding four consecutive fiscal quarters is $200.0 million, $500.0 million, $1.0 billion and $2.0 billion, respectively. For the four quarters ended December 31, 2021, the Company's Minimum Growth-Adjusted EBITDA, as calculated in accordance with the indenture, was less than the $1.0 billion requirement effective as of January 1, 2021. As a result, the Company will be restricted in its ability to incur certain new indebtedness in 2022 that was not already executed or committed to as of December 31, 2019, until such Minimum Growth-Adjusted EBITDA increases above the threshold required. The restrictions of the Senior Notes do not impact our ability to access the unfunded commitments pursuant to the SoftBank Senior Unsecured Notes and the SoftBank Senior Secured Notes. Other Loans — As of December 31, 2021 and 2020, the Company had various other loans (the “Other Loans”) with outstanding principal amounts of $34.9 million and $43.8 million, respectively, and interest rates ranging from 2.5% and 3.3%, respectively. During the year ended December 31, 2021, the Company repaid $3.9 million of principal and recorded no loss on extinguishment of debt in connection with the prepayment of principal of Other Loans. The Company repaid $54.5 million of principal and recorded a $1.0 million loss on extinguishment of debt in connection with the prepayment of principal of Other Loans during the year ended December 31, 2020. 424 Fifth Venture Loans — On February 8, 2019, the 424 Fifth Venture entered into three loans (collectively, the "424 Fifth Venture Loans") relating to the 424 Fifth Property and development project with availability totaling $900 million. In March 2020, the 424 Fifth Property was sold and a portion of the sale proceeds were utilized to repay the principal and interest outstanding on the 424 Fifth Venture Loans in full. The Company accounted for this repayment as a debt extinguishment in accordance with ASC 470, Debt and recorded a loss of $71.6 million included within loss on extinguishment of debt on the consolidated statements of operations for the year ended December 31, 2020. The loss on extinguishment represents the difference between the $756.6 million in cash paid, including a prepayment penalty and various other closing costs totaling $56.1 million and the net carrying amount of the debt and unamortized debt issuance costs immediately prior to the extinguishment of $685.0 million. This extinguishment was not considered to be a troubled debt restructuring. During 2020, for the period prior to extinguishment, the weighted average interest rate on the 424 Fifth Venture Loans was 7.8% and $10.4 million of interest expense was originally included within the Company's construction in progress balance as a component of property and equipment, immediately prior to the sale, as the 424 Fifth Property was under development and not ready for its intended use before it was sold. The 424 Fifth Venture Loans were secured only by the assets and equity of the 424 Fifth Venture, and were recourse to the Company in certain limited circumstances, and the Company had provided certain customary performance guarantees standard for real estate and construction financing. Convertible Note — During 2018, the Company entered into an agreement for the issuance of a convertible promissory note (the “Convertible Note”) with SBG, and in August 2018, the Company drew down on the full $1.0 billion commitment. Under the original terms of the Convertible Note, interest was scheduled to begin accruing on September 1, 2019, at a rate of 2.80%, compounded annually, and required repayment upon maturity on February 12, 2024, unless converted earlier. If not earlier converted or repaid in connection with a qualifying initial public offering as defined or the sale of the Company, all of the outstanding principal and interest due under the original terms of the Convertible Note would have converted into preferred stock of the Company upon a preferred stock financing providing to the Company gross proceeds of at least $2.0 billion (including the value of the Convertible Note). In 2019, the Company and SVF II agreed to modify certain provisions of the Convertible Note. As the Convertible Note was payable to a principal stockholder, the Company recognized the change in fair value of the Convertible Note before and after modification, as an increase to additional paid in capital in the amount of $236.4 million during the year ended December 31, 2019. As the Convertible Note included an interest-free period and the interest rate was also below the market effective rate for a similar borrowing, an original issue discount of $170.0 million was recorded upon the initial draw in August 2018 and an original issue discount of $286.8 million was recorded upon the modification in January 2019, each based on the fair value of the Convertible Note on the relevant date. As the borrowing at a discount was provided by a principal stockholder, the original discount of $170.0 million and the $116.9 million incremental increase in value of the discount upon amendment were both treated as capital contributions and included in additional paid in capital during 2018 and 2019, respectively. In addition, the Company recognized $119.5 million of additional capital contributions during the year ended December 31, 2019, relating to a change in fair value upon amendment of the terms of the Convertible Note. The Company estimated the fair values of the Convertible Note using a probability-weighted valuation scenario model. The Convertible Note's original and amended terms also contained embedded redemption features that are required to be bifurcated and separately accounted for as derivatives. These embedded features were accounted for together as a single compound derivative. The Company estimated the fair value of the compound derivative at inception, upon amendment and at each reporting period, by comparing the value of the Convertible Note to a similar note without redemption features, the difference between the two values representing the value of the bifurcated redemption features. The bifurcation of the embedded redemption features represented a value of $178.8 million at the date of issuance and $25.3 million upon the subsequent amendment. As of June 30, 2019, the embedded redemption derivative had a fair value of zero as the probability of the redemption became remote upon the draw of the Amended 2018 Warrant discussed below. The embedded redemption derivative was accounted for in the same manner as a freestanding derivative pursuant to ASC 815, Derivatives and Hedging , with subsequent changes in fair value recorded as an increase to or a reduction of interest expense each period. Prior to conversion, the fair value measurements of the debt discount and the embedded redemption features were considered to be Level 3 fair value measurements in the fair value hierarchy as per ASC 820 , Fair Value Measurements , as they were determined using observable and unobservable inputs. In July 2019, the Amended 2018 Warrant was exercised, as further discussed below, which also triggered the conversion of the $1.0 billion principal amount of the Convertible Note into 7,510,818 shares of Series G-1 Preferred Stock. Upon conversion, the Company recorded the Series G-1 Preferred Stock at $723.0 million, representing the net unamortized carrying amount of the Convertible Note and the related embedded redemption derivative as of the date of conversion. During the year ended December 31, 2019, the Company recorded interest expense of $36.4 million, which represents the imputed interest on the Convertible Note at an effective interest rate of 10% and also recorded a reduction of interest expense of $1.7 million which represents the decline in the fair value of the embedded redemption derivative liability from January 1, 2019 through the January 2019 amendment and a reduction of interest expense of $25.3 million which represents the decline in the fair value of the embedded redemption derivative liability from the January 2019 amendment through December 31, 2019. Interest Expense — The Company recorded the following interest expense in the consolidated statements of operations: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Senior Notes: Interest expense $ 52,684 $ 52,684 $ 53,767 Deferred financing cost amortization 2,271 2,090 2,051 Total interest expense on Senior Notes 54,955 54,774 55,818 Other Loans: Interest Expense 1,050 2,535 4,315 Convertible Note: Interest Expense — — 34,662 Total interest expense on long-term debt $ 56,005 $ 57,309 $ 94,795 Principal Maturities — Combined aggregate principal payments for current and long-term debt as of December 31, 2021 are as follows: (Amounts in thousands) Total 2022 $ 29,202 2023 — 2024 5,698 2025 669,000 2026 — 2027 and beyond — Total minimum payments $ 703,900 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 15. Fair Value Measurements Recurring Fair Value Measurements The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following: December 31, 2021 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 610,497 $ — $ — $ 610,497 Other investments — available-for-sale convertible notes (1) — — 34,402 34,402 Total assets measured at fair value $ 610,497 $ — $ 34,402 $ 644,899 Liabilities: Warrant Liabilities, net — 15,547 — 15,547 Total liabilities measured at fair value $ — $ 15,547 $ — $ 15,547 (1) The Company does not intend to sell its investments in available-for-sale convertible notes and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. December 31, 2020 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 330,049 $ — $ — $ 330,049 Other investments — available-for-sale convertible notes — — 49,849 49,849 Total assets measured at fair value $ 330,049 $ — $ 49,849 $ 379,898 Liabilities: Other current liabilities — IndiaCo Forward Contract Liability $ — $ — $ 7,907 $ 7,907 Convertible related party liabilities — SoftBank Senior Unsecured Notes Warrant — — 279,269 279,269 Convertible related party liabilities — 2020 LC Facility Warrant — — 139,639 139,639 Total liabilities measured at fair value $ — $ — $ 426,815 $ 426,815 The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: Year Ended December 31, (Amounts in thousands) 2021 2020 Assets: Balance at beginning of period $ 49,849 $ 5,541 Purchases 15,000 85,000 Credit loss valuation allowance included in income (loss) from equity method and other investments (19,010) (43,857) Reclassification of forward contract liability to credit valuation allowance upon funding of commitment (8,499) — Unrealized (loss) gain on available-for-sale securities included in other comprehensive income (2,341) 4,369 Accrued interest income 11,459 5,840 Accrued interest collected (11,365) (2,678) Foreign currency translation (losses) gain included in other comprehensive income (691) 3,810 Foreign currency gain (loss) included in net income — (8,176) Balance at end of period $ 34,402 $ 49,849 Year Ended December 31, 2021 (Amounts in thousands) Balance at Beginning of Period Additions Settlements Change in Fair Value Reclassification to Equity Balance at End of Period Liabilities: IndiaCo Forward Contract Liability $ 7,907 $ — $ (8,499) $ 592 $ — $ — SoftBank Senior Unsecured Notes Warrant 279,269 — (474,521) 230,179 (34,927) — 2020 LC Facility Warrant 139,639 — (237,265) 115,092 (17,466) — Total $ 426,815 $ — $ (720,285) $ 345,863 $ (52,393) $ — Year Ended December 31, 2020 (Amounts in thousands) Balance at Beginning of Period Additions Settlements Change in Fair Value Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income Balance at End of Period Liabilities: Contingent consideration payable in stock $ 445 $ — $ (319) $ (122) $ (4) $ — IndiaCo Forward Contract Liability — 9,507 — (1,600) — 7,907 2019 Warrant 1,297,758 — (911,120) (386,638) — — SoftBank Senior Unsecured Notes Warrant 568,877 — (934) (288,674) — 279,269 2020 LC Facility Warrant 284,440 — (466) (144,335) — 139,639 Total $ 2,151,520 $ 9,507 $ (912,839) $ (821,369) $ (4) $ 426,815 The total change in fair value of level 3 liabilities are included in the consolidated statements of operations in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 Income (loss) from equity method and other investments $ (592) $ 1,600 Gain (loss) from change in fair value of warrant liabilities (345,271) 819,647 Selling, general and administrative expenses — (122) The above changes in fair value include unrealized gains (losses) of level 3 liabilities held as of December 31, 2021 and 2020, respectively, included in the consolidated statements of operations in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 Income (loss) from equity method and other investments $ — $ 1,600 Gain (loss) from change in fair value of warrant liabilities — 433,009 Selling, general and administrative expenses — (122) The valuation techniques and significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2021 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 34,402 Discounted cash flow Price per share $2.22 December 31, 2020 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 49,849 Discounted cash flow/Market approach Price per share $2.97 Level 3 Liabilities: IndiaCo Forward Contract Liability $ 7,907 Discounted cash flow Price per share $2.97 Convertible related party liabilities $ 418,908 Discounted cash flow Preferred share fair values $3.09 Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s assets and liabilities may differ from values that would have been used had a ready market for the securities existed. Nonrecurring Fair Value Measurements Non-financial assets and liabilities measured at fair value in the consolidated financial statements on a nonrecurring basis consist of certain investments, goodwill, intangibles and other long-lived assets on which impairment adjustments were required to be recorded during the period and assets and related liabilities held for sale which, if applicable, are measured at the lower of their carrying value or fair value less any costs to sell. As discussed in Note 7, on October 2, 2020, ChinaCo was deconsolidated. The Company's remaining 21.6% ordinary share investment was valued at $26.3 million upon deconsolidation and is accounted for as an equity method investment. The initial fair value of the Company's retained investment in ChinaCo was determined using a combination of the market approach and the implied value of ChinaCo based on the TBP investment and a discounted cash flow valuation model that incorporated level 3 unobservable inputs relevant to the valuation of the Company's retained ordinary shares versus the preferred shares acquired by TBP. As of December 31, 2021 and 2020, there were no assets or related liabilities held for sale included on the accompanying consolidated balance sheet. During the year ended December 31, 2021, no impairment charges were recorded related to assets and liabilities previously classified as held for sale. During the year ended December 31, 2020, the Company recorded an impairment charge of $17.0 million related to assets and liabilities previously classified as held for sale determined to be Level 2 within the fair value hierarchy based primarily on respective contracts of sale. The Company also recorded impairment charges and other write-offs of certain other long-lived assets, impairing such assets to a carrying value of zero, for impairment charges totaling $757.2 million, $943.7 million and $129.3 million during the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2021, the Company also recorded impairment charges totaling $113.6 million relating to right-of-use assets and property and equipment with an as adjusted remaining carrying value totaling $1.0 billion as of December 31, 2021, valued based on level 3 inputs representing market rent data for the market the right-of-use assets are located in. Other Fair Value Disclosures The estimated fair value of the Company’s accounts receivable, accounts payable, and accrued expenses approximate their carrying values due to their short maturity periods. As of December 31, 2021, the estimated fair value of the Company’s Senior Notes, excluding unamortized debt issuance costs, was approximately $639.2 million based on recent trading activity (Level 1). For the remainder of the Company's long-term debt, the carrying value approximated the fair value as of December 31, 2021. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 16. Revenue Recognition Disaggregation of Revenue The following table provides disaggregated detail of the Company's revenue by major source for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 ASC 606 membership and service revenue $ 1,567,003 $ 2,418,259 $ 2,700,539 ASC 842 rental and service revenue 900,780 715,019 358,154 Total membership and service revenue 2,467,783 3,133,278 3,058,693 Other revenue 102,344 282,587 399,899 Total revenue $ 2,570,127 $ 3,415,865 $ 3,458,592 Contract Balances The following table provides information about contract assets and deferred revenue from contracts with customers recognized in accordance with ASC 606: December 31, (Amounts in thousands) 2021 2020 Contract assets (included in accounts receivable and accrued revenue, net) $ 27,783 $ 36,284 Contract assets (included in other current assets) $ 10,319 $ 13,111 Contract assets (included in other assets) $ 14,458 $ 22,300 Deferred revenue $ (41,520) $ (74,645) Revenue recognized in accordance with ASC 606 during the years ended December 31, 2021 and 2020, included in deferred revenue as of January 1 of the respective years was $38.1 million and $89.7 million, respectively. Assets Recognized from the Costs to Obtain a Contract with a Customer Prepaid member referral fees and deferred sales incentive compensation were included in the following financial statement line items on the accompanying consolidated balance sheets: December 31, (Amounts in thousands) 2021 2020 Other current assets $ 51,629 $ 31,617 Other assets $ 22,837 $ 17,970 The amortization of these costs is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Amortization of capitalized costs to obtain a contract with a customer $ 67,233 $ 94,032 $ 129,744 Allowance for Credit Loss The following table provides a summary of changes of the allowance for credit loss for the years ended December 31, 2021 and 2020: December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 107,806 $ 16,658 Provision charged to expense 15,147 67,482 Write-offs (43,204) (26,443) Changes for member collectability uncertainty (1) (16,134) 53,072 ChinaCo Deconsolidation (Note 7) — (1,363) Effect of foreign currency exchange rate changes (1,101) (1,600) Balance at end of period $ 62,514 $ 107,806 (1) The Company is continuing to actively monitor its accounts receivable balances in response to COVID-19 and also ceased recording revenue on certain existing contracts where collectability is not probable. The Company determined collectability was not probable and did not recognize revenue totaling approximately $36.9 million on such contracts since the beginning of the COVID-19 pandemic. Remaining Performance Obligations The aggregate amount of the transaction price allocated to the Company's remaining performance obligations that represent contracted customer revenues that have not yet been recognized as revenue as of December 31, 2021, that will be recognized as revenue in future periods over the life of the customer contracts, in accordance with ASC 606, was approximately $2 billion. Over half of the remaining performance obligation as of December 31, 2021 is scheduled to be recognized as revenue within the next twelve months, with the remaining to be recognized over the remaining life of the customer contracts, the longest of which extends through 2034 . Approximate future minimum lease cash flows to be received over the next five years and thereafter for non-cancelable membership agreements accounted for as leases in accordance with ASC 842 in effect at December 31, 2021 are as follows: (Amounts in thousands) ASC 842 Revenue 2022 $ 720,578 2023 457,149 2024 249,872 2025 119,425 2026 45,623 2027 and beyond 55,419 Total $ 1,648,066 The combination of the remaining performance obligation to be recognized as revenue under ASC 606 plus the remaining future minimum lease cash flows of the Company’s member contracts that qualify as leases is comparable to what the Company has historically referred to as “Committed Revenue Backlog”, which totaled approximately $3 billion and $3 billion as of December 31, 2021 and 2020, respectively. The Company has excluded from these amounts contracts with variable consideration where revenue is recognized using the right to invoice practical expedient. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leasing Arrangements | Note 17. Leasing Arrangements The real estate operating lease cost incurred before a location opens for member operations is recorded in pre-opening location expenses on the accompanying consolidated statements of operations. Once a location opens for member operations, the entire real estate operating lease cost is included in location operating expenses on the accompanying consolidated statements of operations. Real estate operating lease cost for the Company's corporate offices and relating to other offerings not directly related to our space-as-a-service offering, for the periods subsequent to acquisition and prior to disposal or wind down, are included in selling, general and administrative expenses on the accompanying consolidated statements of operations. In connection with the restructuring described in Note 4, the Company has decided to strategically close certain locations and terminate certain leases. Any lease termination payments or other remaining lease costs under these leases, where a previously opened location has been closed in preparation for executing a lease termination and/or where a termination agreement has been reached with the landlord, are included in restructuring and other related costs on the accompanying consolidated statements of operations. Real estate operating lease cost incurred during the period in which a workspace location has been closed for member operations and all members have been relocated to a new workspace location, before management's decision to terminate a lease is recorded in pre-opening location expenses on the accompanying consolidated statements of operations. "Lease cost contractually paid or payable" for each period presented below represents cash payments due for base and contingent rent, common area maintenance amounts and real estate taxes payable under the Company’s lease agreements, recorded on an accrual basis of accounting, regardless of the timing of when such amounts were actually paid. The non-cash adjustment to record lease cost "free rent" periods and lease cost escalation clauses on a straight-line basis over the term of the lease beginning on the date of initial possession is presented as “Non-cash GAAP straight-line lease cost” below. Non-cash GAAP straight-line lease cost also includes the amortization of any capitalized initial direct costs associated with obtaining a lease. The tenant improvement allowances and broker commissions received or receivable by the Company for negotiating the Company’s leases are amortized on a straight-line basis over the lease term, as a reduction to the total operating lease cost and are presented as “amortization of lease incentives” below. "Early termination fees and related (gain)/loss" for each period presented below includes payments due as a result of lease terminations, recorded on a straight-line basis over any remaining lease period as well as any gain or loss recognized on termination. When a lease is terminated, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. During the years ended December 31, 2021 and 2020, the Company terminated leases associated with a total of 98 and 24 previously open locations, including 9 associated with ChinaCo during the nine months ended September 30, 2020 that it was consolidated and 8 and 82 pre-open locations, including 7 associated with ChinaCo during the nine months ended September 30, 2020 that it was consolidated. Management is continuing to evaluate our real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases. During the years ended December 31, 2021 and 2020, the Company has also successfully amended over 230 leases for a combination of partial terminations to reduce our leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes. These amendments and full and partial lease terminations have resulted in an estimated reduction of approximately $4.8 billion and $4.0 billion in total future undiscounted fixed minimum lease cost payments that were scheduled to be paid over the life of the original executed lease agreements, including changes to the obligations of ChinaCo which occurred during the period it was consolidated. The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,531,216 $ 110,539 $ 37,217 $ 140,748 $ 2,819,720 Non-cash GAAP straight-line lease cost 231,900 61,104 1,388 9,035 303,427 Amortization of lease incentives (280,590) (21,312) (3,231) (17,329) (322,462) Total real estate operating lease cost $ 2,482,526 $ 150,331 $ 35,374 $ 132,454 $ 2,800,685 Early termination fees and related (gain)/loss $ — $ — $ (40) $ (311,230) $ (311,270) Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,638,455 $ 128,452 $ 61,991 $ 1,863 $ 2,830,761 Non-cash GAAP straight-line lease cost 380,851 171,772 19,727 576 572,926 Amortization of lease incentives (297,828) (40,550) (6,138) (1,084) (345,600) Total real estate operating lease cost $ 2,721,478 $ 259,674 $ 75,580 $ 1,355 $ 3,058,087 Early termination fees and related (gain)/loss $ — $ — $ — $ (37,354) $ (37,354) Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 1,686,431 $ 119,220 $ 64,949 $ 144 $ 1,870,744 Non-cash GAAP straight-line lease cost 411,161 484,099 19,776 — 915,036 Amortization of lease incentives (169,676) (60,447) (6,109) — (236,232) Total real estate operating lease cost $ 1,927,916 $ 542,872 $ 78,616 $ 144 $ 2,549,548 Early termination fees and related (gain)/loss $ 553 $ — $ — $ 3,162 $ 3,715 The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,037,500 $ 131,704 $ 31,747 $ 121,456 $ 2,322,407 Fixed equipment and other lease costs 1,218 21 13 24 1,276 Total fixed lease costs $ 2,038,718 $ 131,725 $ 31,760 $ 121,480 $ 2,323,683 Variable real estate lease costs $ 445,026 $ 18,627 $ 3,627 $ 10,998 $ 478,278 Variable equipment and other lease costs 3,143 (3) 257 1,365 4,762 Total variable lease costs $ 448,169 $ 18,624 $ 3,884 $ 12,363 $ 483,040 Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,283,042 $ 243,298 $ 67,172 $ 613 $ 2,594,125 Fixed equipment and other lease costs 2,085 — 30 — 2,115 Total fixed lease costs $ 2,285,127 $ 243,298 $ 67,202 $ 613 $ 2,596,240 Variable real estate lease costs $ 438,436 $ 16,376 $ 8,408 $ 742 $ 463,962 Variable equipment and other lease costs 2,877 40 151 — 3,068 Total variable lease costs $ 441,313 $ 16,416 $ 8,559 $ 742 $ 467,030 Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 1,612,658 $ 507,591 $ 71,764 $ 144 $ 2,192,157 Fixed equipment and other lease costs 2,943 — 3,263 — 6,206 Total fixed lease costs $ 1,615,601 $ 507,591 $ 75,027 $ 144 $ 2,198,363 Variable real estate lease costs $ 315,258 $ 35,281 $ 6,852 $ — $ 357,391 Variable equipment and other lease costs 1,902 — — — 1,902 Total variable lease costs $ 317,160 $ 35,281 $ 6,852 $ — $ 359,293 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Depreciation and Amortization $ 4,675 $ 5,271 $ 4,499 Interest Expense 4,230 4,675 4,621 Total $ 8,905 $ 9,946 $ 9,120 The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet as of December 31, 2021 and 2020, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in thousands) Balance Sheet Captions 2021 2020 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 13,052,091 $ 15,107,880 Finance lease right-of-use assets (1) Property and equipment, net 46,700 48,116 Total leased assets $ 13,098,791 $ 15,155,996 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887,962 $ 842,680 Finance lease liabilities Current lease obligations 5,105 4,851 Total current liabilities 893,067 847,531 Non-current liabilities Operating lease obligations Long-term lease obligations 17,887,661 20,220,274 Finance lease obligations Long-term lease obligations 37,965 43,332 Total non-current liabilities 17,925,626 20,263,606 Total lease obligations $ 18,818,693 $ 21,111,137 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $21.6 million and $17.6 million as of December 31, 2021 and 2020, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 13 10 Weighted average discount rate percentage 8.7 % 7.5 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2021 as presented in accordance with ASC 842: Finance Operating (Amounts in thousands) Leases Leases Total 2022 $ 8,948 $ 2,475,445 $ 2,484,393 2023 8,655 2,481,214 2,489,869 2024 7,307 2,540,304 2,547,611 2025 6,395 2,561,026 2,567,421 2026 6,483 2,588,515 2,594,998 2027 and beyond 26,018 19,057,245 19,083,263 Total undiscounted fixed minimum lease cost payments 63,806 31,703,749 31,767,555 Less amount representing lease incentive receivables (1) — (397,791) (397,791) Less amount representing interest (20,736) (12,530,335) (12,551,071) Present value of future lease payments 43,070 18,775,623 18,818,693 Less current portion of lease obligation (5,105) (887,962) (893,067) Total long-term lease obligation $ 37,965 $ 17,887,661 $ 17,925,626 (1) Lease incentives receivable primarily represent amounts expected to be received by the Company relating to payments for leasehold improvements that are reimbursable pursuant to lease provisions with relevant landlords and receivables for broker commissions earned for negotiating certain of the Company’s leases. The future undiscounted fixed minimum lease cost payments for the leases presented above exclude an additional $1.0 billion relating to executed non-cancelable leases that the Company has not yet taken possession of as of December 31, 2021. |
Leasing Arrangements | Note 17. Leasing Arrangements The real estate operating lease cost incurred before a location opens for member operations is recorded in pre-opening location expenses on the accompanying consolidated statements of operations. Once a location opens for member operations, the entire real estate operating lease cost is included in location operating expenses on the accompanying consolidated statements of operations. Real estate operating lease cost for the Company's corporate offices and relating to other offerings not directly related to our space-as-a-service offering, for the periods subsequent to acquisition and prior to disposal or wind down, are included in selling, general and administrative expenses on the accompanying consolidated statements of operations. In connection with the restructuring described in Note 4, the Company has decided to strategically close certain locations and terminate certain leases. Any lease termination payments or other remaining lease costs under these leases, where a previously opened location has been closed in preparation for executing a lease termination and/or where a termination agreement has been reached with the landlord, are included in restructuring and other related costs on the accompanying consolidated statements of operations. Real estate operating lease cost incurred during the period in which a workspace location has been closed for member operations and all members have been relocated to a new workspace location, before management's decision to terminate a lease is recorded in pre-opening location expenses on the accompanying consolidated statements of operations. "Lease cost contractually paid or payable" for each period presented below represents cash payments due for base and contingent rent, common area maintenance amounts and real estate taxes payable under the Company’s lease agreements, recorded on an accrual basis of accounting, regardless of the timing of when such amounts were actually paid. The non-cash adjustment to record lease cost "free rent" periods and lease cost escalation clauses on a straight-line basis over the term of the lease beginning on the date of initial possession is presented as “Non-cash GAAP straight-line lease cost” below. Non-cash GAAP straight-line lease cost also includes the amortization of any capitalized initial direct costs associated with obtaining a lease. The tenant improvement allowances and broker commissions received or receivable by the Company for negotiating the Company’s leases are amortized on a straight-line basis over the lease term, as a reduction to the total operating lease cost and are presented as “amortization of lease incentives” below. "Early termination fees and related (gain)/loss" for each period presented below includes payments due as a result of lease terminations, recorded on a straight-line basis over any remaining lease period as well as any gain or loss recognized on termination. When a lease is terminated, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. During the years ended December 31, 2021 and 2020, the Company terminated leases associated with a total of 98 and 24 previously open locations, including 9 associated with ChinaCo during the nine months ended September 30, 2020 that it was consolidated and 8 and 82 pre-open locations, including 7 associated with ChinaCo during the nine months ended September 30, 2020 that it was consolidated. Management is continuing to evaluate our real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases. During the years ended December 31, 2021 and 2020, the Company has also successfully amended over 230 leases for a combination of partial terminations to reduce our leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes. These amendments and full and partial lease terminations have resulted in an estimated reduction of approximately $4.8 billion and $4.0 billion in total future undiscounted fixed minimum lease cost payments that were scheduled to be paid over the life of the original executed lease agreements, including changes to the obligations of ChinaCo which occurred during the period it was consolidated. The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,531,216 $ 110,539 $ 37,217 $ 140,748 $ 2,819,720 Non-cash GAAP straight-line lease cost 231,900 61,104 1,388 9,035 303,427 Amortization of lease incentives (280,590) (21,312) (3,231) (17,329) (322,462) Total real estate operating lease cost $ 2,482,526 $ 150,331 $ 35,374 $ 132,454 $ 2,800,685 Early termination fees and related (gain)/loss $ — $ — $ (40) $ (311,230) $ (311,270) Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,638,455 $ 128,452 $ 61,991 $ 1,863 $ 2,830,761 Non-cash GAAP straight-line lease cost 380,851 171,772 19,727 576 572,926 Amortization of lease incentives (297,828) (40,550) (6,138) (1,084) (345,600) Total real estate operating lease cost $ 2,721,478 $ 259,674 $ 75,580 $ 1,355 $ 3,058,087 Early termination fees and related (gain)/loss $ — $ — $ — $ (37,354) $ (37,354) Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 1,686,431 $ 119,220 $ 64,949 $ 144 $ 1,870,744 Non-cash GAAP straight-line lease cost 411,161 484,099 19,776 — 915,036 Amortization of lease incentives (169,676) (60,447) (6,109) — (236,232) Total real estate operating lease cost $ 1,927,916 $ 542,872 $ 78,616 $ 144 $ 2,549,548 Early termination fees and related (gain)/loss $ 553 $ — $ — $ 3,162 $ 3,715 The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,037,500 $ 131,704 $ 31,747 $ 121,456 $ 2,322,407 Fixed equipment and other lease costs 1,218 21 13 24 1,276 Total fixed lease costs $ 2,038,718 $ 131,725 $ 31,760 $ 121,480 $ 2,323,683 Variable real estate lease costs $ 445,026 $ 18,627 $ 3,627 $ 10,998 $ 478,278 Variable equipment and other lease costs 3,143 (3) 257 1,365 4,762 Total variable lease costs $ 448,169 $ 18,624 $ 3,884 $ 12,363 $ 483,040 Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,283,042 $ 243,298 $ 67,172 $ 613 $ 2,594,125 Fixed equipment and other lease costs 2,085 — 30 — 2,115 Total fixed lease costs $ 2,285,127 $ 243,298 $ 67,202 $ 613 $ 2,596,240 Variable real estate lease costs $ 438,436 $ 16,376 $ 8,408 $ 742 $ 463,962 Variable equipment and other lease costs 2,877 40 151 — 3,068 Total variable lease costs $ 441,313 $ 16,416 $ 8,559 $ 742 $ 467,030 Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 1,612,658 $ 507,591 $ 71,764 $ 144 $ 2,192,157 Fixed equipment and other lease costs 2,943 — 3,263 — 6,206 Total fixed lease costs $ 1,615,601 $ 507,591 $ 75,027 $ 144 $ 2,198,363 Variable real estate lease costs $ 315,258 $ 35,281 $ 6,852 $ — $ 357,391 Variable equipment and other lease costs 1,902 — — — 1,902 Total variable lease costs $ 317,160 $ 35,281 $ 6,852 $ — $ 359,293 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Depreciation and Amortization $ 4,675 $ 5,271 $ 4,499 Interest Expense 4,230 4,675 4,621 Total $ 8,905 $ 9,946 $ 9,120 The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet as of December 31, 2021 and 2020, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in thousands) Balance Sheet Captions 2021 2020 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 13,052,091 $ 15,107,880 Finance lease right-of-use assets (1) Property and equipment, net 46,700 48,116 Total leased assets $ 13,098,791 $ 15,155,996 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887,962 $ 842,680 Finance lease liabilities Current lease obligations 5,105 4,851 Total current liabilities 893,067 847,531 Non-current liabilities Operating lease obligations Long-term lease obligations 17,887,661 20,220,274 Finance lease obligations Long-term lease obligations 37,965 43,332 Total non-current liabilities 17,925,626 20,263,606 Total lease obligations $ 18,818,693 $ 21,111,137 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $21.6 million and $17.6 million as of December 31, 2021 and 2020, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 13 10 Weighted average discount rate percentage 8.7 % 7.5 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2021 as presented in accordance with ASC 842: Finance Operating (Amounts in thousands) Leases Leases Total 2022 $ 8,948 $ 2,475,445 $ 2,484,393 2023 8,655 2,481,214 2,489,869 2024 7,307 2,540,304 2,547,611 2025 6,395 2,561,026 2,567,421 2026 6,483 2,588,515 2,594,998 2027 and beyond 26,018 19,057,245 19,083,263 Total undiscounted fixed minimum lease cost payments 63,806 31,703,749 31,767,555 Less amount representing lease incentive receivables (1) — (397,791) (397,791) Less amount representing interest (20,736) (12,530,335) (12,551,071) Present value of future lease payments 43,070 18,775,623 18,818,693 Less current portion of lease obligation (5,105) (887,962) (893,067) Total long-term lease obligation $ 37,965 $ 17,887,661 $ 17,925,626 (1) Lease incentives receivable primarily represent amounts expected to be received by the Company relating to payments for leasehold improvements that are reimbursable pursuant to lease provisions with relevant landlords and receivables for broker commissions earned for negotiating certain of the Company’s leases. The future undiscounted fixed minimum lease cost payments for the leases presented above exclude an additional $1.0 billion relating to executed non-cancelable leases that the Company has not yet taken possession of as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes On July 15, 2019, after a corporate restructure, WeWork Inc. is the sole owner of The We Company MC LLC (the “We Company MC”), a wholly owned disregarded entity, which is the general partner and holder of effectively 100% of the economic and control interest in the We Company Management Holdings L.P. Additionally, Teem Holdings Inc., Euclid WW Holdings Inc., Meetup Holdings Inc., and The We Company Management LLC, indirectly or directly became wholly owned subsidiaries of the We Company MC and limited partners of the WeWork Partnership along with various holders of WeWork Partnerships Profits Interest Units . As a partnership, the WeWork Partnership is generally not subject to U.S. federal and most state and local income taxes, however, the WeWork Partnership, through its 100% ownership of the equity in WeWork Companies LLC, is subject to withholding taxes in certain foreign jurisdictions. Any taxable income or loss generated by the WeWork Partnership is passed through to and included in the taxable income or loss of its members based on each member’s respective ownership percentage and adjusts the initial deferred tax asset for the basis difference established on the investment in the partnership. During the year ended December 31, 2020, the redemption of the partnership interest of Meetup and Teem, and sale of the stock of the entities, resulted in the reversal of some portion of the deferred tax asset and the recognition of a net capital loss. For US income tax purposes, the Business Combination (as discussed in Note 3) is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code, and thereby result in no material implications to the tax structure. The components of pre-tax loss are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 U.S. $ (3,312,041) $ (1,540,919) $ (2,497,989) Non-U.S. (1,316,090) (2,273,432) (1,231,261) Total pre-tax loss $ (4,628,131) $ (3,814,351) $ (3,729,250) The components of income tax provision (benefit) are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Current tax provision (benefit): Federal $ — $ — $ — State and local — — — Non-U.S. 3,331 20,456 49,371 Total current tax provision 3,331 20,456 49,371 Deferred tax provision (benefit): Federal (65) (118) (148) State and local 308 (324) (510) Non-U.S. (110) (508) (3,076) Total deferred tax provision (benefit) 133 (950) (3,734) Income tax provision (benefit) $ 3,464 $ 19,506 $ 45,637 The reconciliation of the U.S. Federal statutory rate to the Company's effective tax rate is as follows : Year Ended December 31, (Amounts in thousands) 2021 2020 2019 (1) Income tax provision (benefit) at the U.S. Federal tax rate $ (971,908) $ (801,014) $ (783,143) State income taxes, inclusive of valuation allowance 628 (256) (403) Withholding tax 2,304 8,350 13,712 Foreign rate differential (46,798) (39,240) (23,087) Stock-based compensation 5,815 30,567 13,772 Non-deductible compensation 89,941 — — Non-deductible expenses 29,533 15,056 13,333 Non-deductible financial instrument expense 118,061 (136,753) (15,402) Goodwill Impairment — 1,492 39,482 Rate Change (528,448) (143,058) 10,259 ChinaCo Deconsolidation — 286,637 — Finite-Lived Intangible (282,823) — (1,191,728) Other, net (19,360) 54,609 (3,298) Valuation allowance 1,606,519 743,116 1,972,140 Income tax provision (benefit) $ 3,464 $ 19,506 $ 45,637 (1) Certain lines from the prior years have been reclassified to align with the 2021 presentation with no impact to the Income tax provision (benefit) amount. Deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The components of deferred tax assets and liabilities are as follows: December 31, (Amounts in thousands) 2021 2020 Deferred tax assets: Investment in partnership $ 585,889 $ 488,786 Deferred rent 196,597 136,502 Property and Equipment 159,589 71,353 Accrued expenses 8,288 11,527 Stock-based compensation 9,511 8,107 Deferred financing obligation 2,080 2,546 Unrealized (gain) loss on foreign exchange 9,663 3,634 Net operating loss 3,055,131 2,033,703 Capital Loss 25,770 40,677 Finite-lived intangibles 1,782,602 1,259,586 Interest 21,482 6,989 Lease Liability 2,489,762 2,636,664 Other 16,500 14,515 Total deferred tax assets 8,362,864 6,714,589 Valuation allowance (5,775,391) (4,057,892) Total net deferred tax assets 2,587,473 2,656,697 Deferred tax liabilities: Deferred Rent (931) (755) Accrued Expenses (5,612) (2,206) Unrealized (Gain)/Loss on foreign exchange (1,774) (7,655) Property and equipment (49,630) (10,969) Finite-lived intangibles (288) (264) Right-of-Use Asset (2,477,219) (2,630,343) Other (50,746) (3,128) Total deferred tax liabilities (2,586,200) (2,655,320) Net deferred tax asset (1) $ 1,273 $ 1,377 (1) As of December 31, 2021, 2020 and 2019, $1.3 million, $1.4 million and $1.2 million net deferred tax asset is included as a component of other assets on the accompanying consolidated balance sheet,respectively. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. The Company has recorded a full valuation allowance on its net deferred tax assets in most jurisdictions, however in certain jurisdictions, the Company did not record a valuation allowance where the Company had profitable operations, or the Company recorded only a partial valuation allowance due to the existence of deferred tax liabilities that will partially offset the Company’s deferred tax assets in future years. As of December 31, 2021, we concluded, based on the weight of all available positive and negative evidence, that a portion of our deferred tax assets are not more likely than not to be realized. As such a valuation allowance in the amount of $5.8 billion has been recognized on the Company’s deferred tax assets. The net change in valuation allowance for 2021 was an increase of $1.7 billion. On April 1, 2019, WW Worldwide CV transferred the intellectual property rights to WeWork UK International. For financial reporting purposes the intangible assets; including marketing intangibles, technical IP, and know-how; are recognized at a book value of zero, but for tax purposes will assume the value of the consideration paid. The value of the consideration was based on the Company’s overall valuation on the date of the transaction and has been submitted to HM Revenue & Customs (“HMRC”) in the UK for review and sign-off. For UK income tax purposes, a deferred tax asset relating to the various components of the IP that generates tax amortization was established. The transaction is currently under the review of the HMRC, and the deferred tax asset is offset by a full valuation allowance. As of December 31, 2021, the Company had U.S. federal income tax net operating loss carryforwards of $6.9 billion, of which $6.0 billion may be carried forward indefinitely and $0.9 billion will begin to expire starting in 2033 if not utilized. The Company also had capital loss carryforward of $122.0 million, which if unused, will expire in 2026. The Company had U.S. state income tax net operating loss carryforwards of $6.6 billion with varying expiration dates (some of which are indefinite), the first of which will begin to expire starting in 2028 if not utilized. As of December 31, 2021, the Company had foreign net operating loss carryforwards of $4.1 billion (with various expiration dates), of which approximately $3.5 billion have indefinite carryforward periods. Certain of these federal, state and foreign net operating loss carryforwards may be subject to Internal Revenue Code Section 382 or similar provisions, which impose limitations on their utilization amounts. The Company has not recorded deferred income taxes applicable to the undistributed earnings of its foreign subsidiary that are indefinitely reinvested in foreign operations. Any undistributed earnings will be used to fund international operations and to make investments outside of the United States. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions in the income tax provision. There were no reserves for unrecognized tax benefits and no accrued interest related to uncertain tax positions as of December 31, 2021 and 2020. The Company files income tax returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open to examination by the taxing authorities due to the Company’s NOL carryforwards. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note 19. Convertible Preferred Stock In connection with the Business Combination (as described in Note 3), all series of Legacy WeWork convertible preferred stock were converted to the Company’s Class A common stock at the Exchange Ratio of 0.82619. All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share (“WeWork Inc. Preferred Stock”). As of December 31, 2021, there were no shares of WeWork Inc. Preferred Stock issued and outstanding. As of December 31, 2020 and 2019 the Company had outstanding the following series of convertible preferred stock, each par value $0.001 per share: December 31, 2020 December 31, 2019 (Amounts in thousands) Shares Shares Issued and Carrying Issued and Carrying Outstanding Amount Outstanding Amount Series A 31,720 $ 17,350 31,720 $ 17,350 Series B 18,313 40,995 18,313 40,995 Series C 23,467 154,699 23,467 154,699 Series D-1 9,864 198,541 9,864 198,541 Series D-2 7,750 155,996 7,750 155,996 Series E 10,900 433,507 10,900 433,507 Series F 11,368 675,913 11,368 675,913 Series G 27,358 1,729,997 27,358 1,729,997 Series G-1 26,288 2,681,069 26,288 2,681,069 Series H-1 135,324 1,352,819 14,245 161,353 Acquisition 2,438 223,912 2,413 222,884 Junior 1 1,300 1 1,300 Total 304,792 $ 7,666,098 183,687 $ 6,473,604 In March 2018, the Board of Directors of the Company designated 11,484,041 shares of authorized preferred stock as Acquisition Preferred Stock (“Acquisition Preferred Stock”) which may be divided and issued from time to time in one or more series as designated by the Board of Directors. The Company issued no Acquisition Preferred shares during the year ended December 31, 2021. During the years ended December 31, 2020 and 2019 , the Company issued a total of 25,724 shares and 1,329,954 shares, respectively, of Acquisition Preferred Stock issued in connection with the acquisitions that occurred during the years ended December 31, 2018 and 2019. In October 2019, the Board of Directors of the Company authorized 187,565,805 shares of the authorized Preferred Stock designated as Series H-1 Convertible Preferred Stock (“Series H-1”), 187,565,805 shares designated as Series H-2 Convertible Preferred Stock (“Series H-2”), 107,312,100 shares designated as Series H-3 Convertible Preferred Stock (“Series H-3”) and 107,312,100 shares designated as Series H-4 Convertible Preferred Stock (“Series H-4”) (collectively, the "Series H Preferred Stock"). The original issue price of the Series H-1 and Series H-2 was $14.04 per share and the original issue price of the Series H-3 and Series H-4 was $0.01 per share. The Series H-1 and Series H-3 shares have voting rights while the Series H-2 and Series H-4 do not. In April 2020, the Company closed the PacificCo Roll-up and issued 28,489,311 shares of the Company's Series H-1 Convertible Preferred Stock as consideration for the transaction. The shares had a fair value of $9.84 per share upon issuance to affiliates of SBG in April 2020. See Note 7 for further details. In November 2019, in connection with a partial exercise of the 2019 Warrant, the Company issued 14,244,654 shares of Series H-1 Convertible Preferred Stock, recorded at $200.0 million less issuance costs of $38.6 million. The remaining 92,590,259 shares of Series H-1 Convertible Preferred Stock were issued in April 2020 and were recorded at $911.1 million, equal to the fair value of the 2019 Warrant on the date of issuance of the shares. See Note 13 for further details. In July 2019, the Company executed an amendment to the Amended 2018 Warrant which triggered an automatic exercise of the Amended 2018 Warrant. The early exercise provision was triggered and the outstanding Amended 2018 Warrant which had been funded earlier in 2019 was exercised for the issuance of 18,777,045 shares of Series G-1 Preferred Stock. The exercise of the warrant also further triggered the conversion of the $1.0 billion principal amount of the Convertible Note to 7,510,818 shares of Series G-1 Preferred Stock. During the year ended December 31, 2019, the Company issued a total of 40,609 shares of Series G Preferred Stock in connection with the release of equity holdback amounts related to acquisitions. During the year ended December 31, 2014, the Company issued a convertible note that is convertible into shares of Series C Preferred Stock. The convertible note was included as a component of the carrying amount of the Series C Preferred Stock upon its inception during 2014. In connection with the Business Combination, the convertible note was cancelled and automatically converted into 468,394 shares of Class A common stock. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 20. Shareholders' Equity Common Stock — On October 20, 2021, the Company’s common stock and warrants began trading on the New York Stock Exchange under the ticker symbols “WE” and “WEWS,” respectively. Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 1,500,000,000 shares of Class A common stock with a par value of $0.0001 per share, and 25,041,666 shares of Class C common stock with a par value of $0.0001 per share. Prior to the Business Combination, the Company had four classes of authorized common stock, Legacy WeWork Class A Common Stock, Legacy WeWork Class B Common Stock, Legacy WeWork Class C Common Stock and Legacy WeWork Class D Common Stock. As a result of the Business Combination, each outstanding share of Legacy WeWork capital stock was converted into the right to receive newly issued shares of the Company’s Class A common stock, other than the shares of Legacy WeWork Class C common stock, which were converted into the right to receive newly issued shares of the Company’s Class C common stock. Each share of Class C common stock is entitled to one vote per share (like the Class A shares); however, the Class C shares have no economic rights. On February 26, 2021, in connection with the Settlement Agreement (as defined in Note 24), all of the outstanding shares of Legacy WeWork Class B common stock were automatically converted into shares of Legacy WeWork Class A common stock (the “Class B Conversion”). On October 30, 2019, pursuant to its Amended and Restated Certificate of Incorporation, Legacy WeWork increased the total authorized number of shares of common stock to 1,208,250,504 shares. As of December 31, 2021 and 2020, the Company had authorized four classes of common stock including Legacy WeWork Class A Common Stock, Legacy WeWork Class B Common Stock, Legacy WeWork Class C Common Stock and Legacy WeWork Class D Common Stock. As of December 31, 2020 and 2019, there were no shares of Legacy WeWork Class D Common Stock issued and outstanding. Each share of Legacy WeWork Class B Common Stock was convertible, at the option of the holder thereof, at any time, into one fully paid and nonassessable share of Legacy WeWork Class A Common Stock. Shares of Legacy WeWork Class B Common Stock also automatically converted into shares of Legacy WeWork Class A Common Stock in the event of a transfer (other than in the case of certain permitted transfers). If any shares of Legacy WeWork Class B Common Stock would have been transferred to SoftBank, such transferred shares of Legacy WeWork Class B Common Stock would have automatically converted into shares of Legacy WeWork Class D Common Stock. Except as described in the previous sentence, its Amended and Restated Certificate of Incorporation prohibited Legacy WeWork from issuing shares of Legacy WeWork Class D Common Stock. Shares of Legacy WeWork Class D Common Stock would have been convertible into shares of Legacy WeWork Class A Common Stock on a one-for-one basis at the option of the holder, upon transfer or upon the death or permanent incapacity of Mr. Neumann. Its Amended and Restated Certificate of Incorporation prohibited Legacy WeWork from issuing additional shares of Legacy WeWork Class B Common Stock or shares of Legacy WeWork Class C Common Stock, except in limited circumstances such as pursuant to the exercise of options to purchase shares of Legacy WeWork Class B Common Stock that were granted as of the date on which the Amended and Restated Certificate of Incorporation became effective. Effective October 30, 2019, in connection with the SoftBank Transactions, the holders of the shares of Legacy WeWork Class A Common Stock were entitled to one vote per share and the holders of the shares of Legacy WeWork Class B, Legacy WeWork Class C and Legacy WeWork Class D Common Stock were entitled to three votes per share. Prior to October 30, 2019, holders of Legacy WeWork Class B and Legacy WeWork Class C Common Stock were entitled to ten votes per share. The holders of the shares of Class B, and Class C Common Stock, voting together exclusively and as a separate class, were entitled to elect two directors of the Company, so long as any shares of Legacy WeWork Class B Common Stock or Legacy WeWork Class C Common Stock remained outstanding. In connection with the Settlement Agreement and Class B Conversion, shares of Legacy WeWork Class C common stock had one vote per share, instead of three. The shares of Legacy WeWork Class A, Legacy WeWork Class B and Legacy WeWork Class D Common Stock were ranked equally and were entitled to the same treatment with respect to cash dividends and the same rights to participate in the distribution of proceeds upon liquidation, sale or dissolution of the Company. The shares of Legacy WeWork Class C Common Stock were deemed to be a non-economic interest. The holders of Legacy WeWork Class C Common Stock were not be entitled to receive any dividends (including cash, property or stock) in respect of their shares of Legacy WeWork Class C Common Stock except that, in the event that any stock dividend, stock split, split up, subdivision or combination of stock, reclassification or recapitalization is declared or made on the Legacy WeWork Class B Common Stock, a corresponding stock adjustment would have been made on the Legacy WeWork Class C Common Stock in the same proportion and the same manner. Stockholders Agreement - In connection with the Business Combination, the Company entered into the Stockholders Agreement (the “Stockholders Agreement”) with the BowX Sponsor, LLC (the “Sponsor”), SVF II , SVFE and Benchmark Capital Partners VII (AIV), L.P. Pursuant to the Stockholders Agreement, so long as each party to the Agreement continues to hold a specified amount of Class A Common Stock, then each such party has the right to designate for nomination by the Board the number of candidates for election to the Board specified in the Stockholders Agreement. The Stockholders Agreement also provides that (i) so long as certain Insight Partners investors continue to hold a specified amount of Class A Common Stock, then Insight Partners has the right to designate a director and (ii) so long as certain Starwood Capital investors continue to hold a specified amount of Class A Common Stock, then Starwood Capital has the right to designate a board observer. Common Stock Repurchase — In October 2019, the Company's Board of Directors approved the repurchase from an former employee of 46,890 shares of Legacy WeWork Class A Common Stock of unvested shares at a price of $20.49 per share. As the repurchase price was above the fair market value of the shares acquired, this repurchase resulted in $3.3 million of additional compensation expense during the year ended December 31, 2019. Warrants — As of December 31, 2021, outstanding warrants to acquire shares of the Company’s stock, excluding warrants held by SoftBank and SoftBank affiliates as discussed in Note 11 were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 Private and Public Warrants Prior to the Business Combination, Legacy BowX issued 7,773,333 private placement warrants (“Sponsor Warrants” or "Private Warrants") and 16,100,000 public warrants (“Public Warrants”). Upon closing of the Business Combination, the Company assumed the Sponsor Warrants and Public Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. Upon separation of the Legacy BowX units (1 share of Class A common stock and 1/3 warrant), no fractional warrants could be issued, so while up to a maximum of 16,100,000 public warrants could be issued, the final figure was 16,099,959. The warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of Legacy BowX’s initial public offering on August 7, 2020 and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor Warrants are identical to the Public Warrants, except that (1) the Sponsor Warrants and shares of Class A common stock issuable upon exercise of the Sponsor Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Sponsor Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and (3) the initial purchasers and their permitted transferees will also have certain registration rights related to the private placement warrants. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum 30 days’ prior written notice of redemption. There are two scenarios in which the Company may redeem the warrants. The Company may redeem the outstanding warrants for cash at a price of $0.01 per warrant if the reference value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the redemption period at $11.50 per share. The Sponsor Warrants are exempt from redemption if the warrants continue to be held by the original warrant holder or a permitted transferee. The Company may redeem the outstanding warrants at a price of $0.10 per warrant if the reference value equals or exceeds $10.00 per share, and the Sponsor Warrants are also concurrently called for redemption. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the redemption period on a cashless basis. During the year ended December 31, 2021, a warrant holder exercised warrants and acquired an aggregate of 206,547 shares of Class A common stock. The Company received $0.0 million in proceeds from the warrant exercise. SoftBank and SoftBank Affiliate Warrants SoftBank Senior Unsecured Notes Warrants and 2020 LC Facility Warrants In connection with the Business Combination in October 2021, the SoftBank Senior Unsecured Notes Warrants and the 2020 LC Facility Warrants (as described in Note 11) were converted into the right to receive a warrant to purchase shares of Class A Common Stock upon the same terms and conditions as are in effect with respect to such warrants immediately prior to the effective time of the Business Combination (the “Converted Company Warrants”) except that (i) such Converted Company Warrants relate to that whole number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company capital stock subject to such Company Warrants, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Converted Company Warrants is equal to the exercise price per share of such Company Warrants in effect immediately prior to the effective time of the Business Combination, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). As of the date of the Business Combination, the SoftBank Senior Unsecured Notes Warrants and the 2020 LC Facility Warrants had a fair value of $34.9 million and $17.5 million, respectively, which was transferred from warrant liabilities to additional paid-in capital in the consolidated balance sheet. First Warrants In connection with the Business Combination in October 2021, WeWork Inc. issued warrants to SVF II and SVFE to purchase 28,948,838 and 10,184,811 shares, respectively, of Class A common stock at a price per share of $0.01 (the "First Warrants"). The First Warrants were issued as an inducement to obtain SoftBank and its affiliates’ support in effectuating the automatic conversion of Legacy WeWork preferred stock on a one-to-one basis to Legacy WeWork common stock. The Company recognized an additional capital contribution of $405.8 million and an equal off-setting amount within additional paid-in capital representing the fair value of the First Warrants as of the Business Combination. The First Warrants will expire on October 20, 2031, the tenth anniversary of the closing of the Business Combination. LC Warrants In Connection with the LC Facility Extension (as described in Note 23), the Company. issued to SBG warrants (collectively, the “LC Warrant”) to purchase 11,923,567 shares of Class A Common Stock, at a price per share equal to $0.01. The fair value of the LC Warrant at issuance of $101.6 million was recognized in additional paid-in capital in the consolidated balance sheet. The LC Warrant will expire on December 6, 2031, the tenth anniversary of the date of issuance. The effective interest rate on the LC Facility Termination Extension is 12.780%, consisting of 5.475% cash and 7.305% warrants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 21. Stock-Based Compensation Effective February 4, 2015, the Company adopted an equity‑based compensation plan, the 2015 Equity Incentive Plan, as amended (the “2015 Plan”), authorizing the grant of equity-based awards (including stock options, restricted stock and RSUs) to its management, employees, non‑employee directors and other non-employees. Following the adoption of the 2015 Plan, no further grants were made under the Company's original plan adopted in 2013. On March 17, 2020, the Company amended and restated the 2015 Plan and the share pool reserved for grant and issuance under the 2015 Plan was amended to 67,570,890 shares of Class A Common Stock and 42,109,086 shares of Class B Common Stock. Upon closing of the Business Combination, the remaining unallocated share reserves under the 2013 Plan and the 2015 Plan were cancelled and no new awards will be granted under either the 2013 Plan or the 2015 Plan. Awards outstanding under the 2013 Plan and the 2015 Plan were assumed by WeWork Inc. upon the closing of the Business Combination and continue to be governed by the terms of the 2013 Plan and the 2015 Plan. In connection with the Business Combination each holder of Legacy WeWork options and RSUs received an equivalent award adjusted based on the Exchange Ratio that vests in accordance with the original terms of the award. In connection with the Business Combination, the 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by Legacy BowX's Board of Directors on September 19, 2021, and was approved by shareholders on October 19, 2021. The 2021 Plan became effective on the closing of the Business Combination. The 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. 39,657,781 shares of Class A Common Stock were initially reserved for issuance pursuant to the 2021 Plan. The number of shares of Class A Common Stock available for issuance under the 2021 Plan may, subject to the approval of the Company's board of directors, increase on January 1 of each year beginning January 1, 2022, but not after October 20, 2031, in an amount equal to the lesser of (i) a number equal to the excess (if any) of (A) 39,657,781 over (B) the number of shares of Class A Common Stock then reserved for issuance under the 2021 Plan immediately prior to such January 1, and (ii) such smaller number of shares of Class A Common Stock as is determined by the board; provided, however, that the total number of shares of Class A Common Stock reserved for issuance (inclusive of any shares allocated to outstanding awards) may not exceed 63,452,448. As of December 31, 2021, awards with respect to 1,491,319 shares of Class A Common Stock have been granted, net of cancellations, under the 2021 Plan. In connection with the Business Combination, the 2021 Employee Stock Purchase Plan (“ESPP”) was adopted by Legacy BowX's Board of Directors on September 19, 2021, and was approved by shareholders on October 19, 2021. 7,931,556 shares of Class A Common Stock were initially reserved for issuance pursuant to the ESPP. The number of shares of Class A Common Stock available for issuance under the ESPP may, subject to the approval of the Company's board of directors, increase on January 1 of each year beginning January 1, 2023, but not after October 20, 2031, by 7,931,556 less any shares authorized but not issued under the ESPP as of the date of such increase, provided that the number of shares of common stock reserved for issuance under the ESPP may not exceed 72,000,000 shares. As of December 31, 2021, no shares have been issued under the ESPP. Stock‑Based Compensation Expense - The stock-based compensation expense related to employees and non-employee directors recognized for the following instruments and transactions are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 WeWork Partnerships Profits Interest Units $ 101,982 $ 874 $ 15,128 Service-based vesting stock options 12,685 28,154 83,564 Service, performance and market-based vesting stock options 12,679 1,133 — Restricted Stock Units 34,462 8,242 10,989 2019 Tender Offer — — 136,032 2020 Tender Offer — 9,130 112,788 2021 Tender Offer 47,970 — — 2020 Option Repricing 1,184 1,276 — PacificCo LTEIP exit event — 11,421 — Other $ 2,707 $ 2,546 $ 468 Total $ 213,669 $ 62,776 $ 358,969 The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Stock-based compensation included in: Location operating expenses $ 14,950 $ 8,975 $ 46,135 Selling, general and administrative expenses 94,790 41,783 300,612 Restructuring and other related costs 103,929 12,018 12,222 Total stock-based compensation expense $ 213,669 $ 62,776 $ 358,969 The stock-based compensation expense related to non-employee contractors for services rendered are reported in selling, general and administrative expenses and include the following instruments and transactions: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Service-based vesting stock options (1) $ (2,271) $ 1,747 $ 2,209 ChinaCo ordinary share subscription rights — 6,146 18,040 Other — — 118 Total $ (2,271) $ 7,893 $ 20,367 (1) The $2.3 million recovery recognized during the year ended December 31, 2021 was related to expense previously taken for unvested options that were forfeited. For the years ended December 31, 2021, 2020 and 2019, $0.1 million, $0.4 million and $1.1 million, respectively, of expense relating to stock options awarded to non-employees relating to goods received and services provided was capitalized and recorded as a component of property and equipment on the consolidated balance sheets. Profits Interest Units and Noncontrolling Partnership Interests in the WeWork Partnership — In July and August 2019, Legacy WeWork issued 39,116,872 WeWork Partnerships Profits Interest Units in the WeWork Partnership, at a weighted average per-unit distribution threshold of $63.30 and a weighted-average per-unit preference amount of $16.87, and canceled certain existing stock option awards held by the WeWork Partnerships Profits Interests grantees. 35,090,905 of the WeWork Partnerships Profits Interest Units were issued to Mr. Neumann, with the remainder issued to certain former members of management. The issuance of WeWork Partnerships Profits Interest Units represents a modification of the previously issued stock-options and any excess fair value of the replacement award over the fair value of the original award immediately before modification was recognized as incremental compensation cost in accordance with ASC 718. Each holder of WeWork Partnerships Profits Interest Units in the WeWork Partnership was also granted one share of Legacy WeWork’s Class C Common Stock per WeWork Partnerships Profits Interests. The WeWork Partnerships Profits Interest Units granted were subject to certain time-based, market-based and/or performance-based vesting conditions. On September 24, 2019, in connection with Legacy WeWork's operational restructuring, Mr. Neumann resigned as Chief Executive Officer. Upon resignation, he held 649,831 vested WeWork Partnerships Profits Interest Units. At the time of resignation, it was the expectation of the parties involved that a mutual agreement on the 34,441,074 unvested WeWork Partnerships Profits Interest Units, the vesting of which was contingent on Mr. Neumann's continued service as the Company's Chief Executive Officer, would be renegotiated. Such agreement was not entered into until October 22, 2019 (which agreement became effective on October 30, 2019) in connection with the SoftBank Transactions. As the status of, and vesting conditions applicable to, the original pre-modified grant were not reflected in a legally binding agreement prior to October 30, 2019, such unvested award was treated for accounting purposes as being forfeited on September 24, 2019 and the modified award described below was accounted for as a new grant in the fourth quarter of 2019. In October 2019, upon receipt of the $1.5 billion under the 2019 Warrant, Legacy WeWork modified 649,831 WeWork Partnerships Profits Interests held by Mr. Neumann which had vested prior to his resignation on September 24, 2019, to reduce the per-unit distribution threshold from $77.90 to $23.23 and to reduce the per-unit catch-up base amount from $46.43 to $23.23. In October 2019, Legacy WeWork also came to a final agreement with Mr. Neumann regarding modification to the remainder of his WeWork Partnerships Profits Interest Units award and determined that (i) 6,349,406 additional WeWork Partnerships Profits Interest Units would be modified to reduce the per-unit distribution threshold from $77.90 to $23.23, to reduce the per-unit catch-up base amount from $46.43 to $23.23, and to be immediately vested, (ii) 12,896,795 WeWork Partnerships Profits Interest Units would be modified to reduce the per-unit distribution threshold from $59.65 to $25.48, to reduce the per-unit catch-up base amount from $46.43 to $25.48, and to vest monthly over a two year period immediately following a change in control or initial public offering of Legacy WeWork, contingent on compliance with the restrictive covenants and other obligations set forth in Mr. Neumann's non-competition and non-solicitation agreement and (iii) the remaining 15,194,872 WeWork Partnerships Profits Interest Units were forfeited. In February 2021, in connection with the Settlement Agreement, as defined in Note 24, the remaining 12,896,795 unvested WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested. In addition, all of Mr. Neumann's 19,896,032 WeWork Partnerships Profits Interests were amended to reduce the per-unit catch-up base amount to $0 and to reduce the per-unit distribution threshold to $10.38 (subject to downward adjustment based on closing date pricing if a de-SPAC or initial public offering occurs). As a result of this modification, Legacy WeWork recorded $102.0 million of restructuring and other related costs in its consolidated statement of operations for the three-months ended March 31, 2021.The distribution threshold was adjusted downward based on closing date pricing of the Business Combination discussed in Note 3. In connection with the Business Combination, Mr. Neumann elected to convert his WeWork Partnerships Profits Interest Units into WeWork Partnership Class A Common Units. See Note 7 for details on the WeWork Partnerships Profits Interest Units conversion. As of December 31, 2021 and 2020, there were none and 813,422, respectively, of unvested WeWork Partnerships Profits Interest Units outstanding relating to other former members of management which all contained time-based vesting conditions and would have vested over a 7 year period. The economic terms of the WeWork Partnerships Profits Interest Units give the holder an economic interest in the future growth and appreciation of the Company’s business and are intended to replicate, in certain respects, the economics of incentive stock options, while providing more efficient tax treatment for both the Company and the holder. Holders can also, at the election of the holder, (a) convert their vested WeWork Partnerships Profits Interest Units into WeWork Partnership Class A Common Units, or (b) exchange (along with the corresponding shares of the Company's Class C Common Stock) their WeWork Partnerships Profits Interest Units for (at the Company's election) shares of the Company’s Class A Common Stock or cash of an equivalent value. When the WeWork Partnership makes distributions to its partners, the holders of vested WeWork Partnerships Profits Interest Units are generally entitled to share in those distributions with the other partners, including the wholly-owned subsidiaries of WeWork Inc. that hold partnership interests, once the aggregate amount of distributions since the WeWork Partnerships Profits Interest Units were issued equals the “aggregate distribution threshold” with respect to those WeWork Partnerships Profits Interest Units. The “aggregate distribution threshold” with respect to any WeWork Partnerships Profits Interest Units issued equals the liquidation value of the WeWork Partnership when such WeWork Partnerships Profits Interest Units were issued, and such amount was determined based on a valuation of the WeWork Partnership performed by a third-party valuation firm. Once a WeWork Partnerships Profits Interest Units holder is entitled to share in distributions (because prior distributions have been made in an amount equal to the aggregate distribution threshold), the holder is entitled to receive distributions in an amount equal to a “preference amount”, which is a set dollar amount per WeWork Partnerships Profits Interest Units equal to the difference between the WeWork Partnerships Profits Interests “per-unit distribution threshold” (which is the per-profits-interest equivalent of the aggregate distribution threshold, as determined by a third-party valuation firm) and its “catch-up base amount”, and thereafter shares pro rata in distributions with other partners in the WeWork Partnership. Holders can also (a) convert their vested WeWork Partnerships Profits Interest Units into WeWork Partnerships Class A Common Units, or (b) exchange (along with the corresponding shares of the Company's Class C Common Stock), their vested WeWork Partnerships Profits Interest Units, for (at the Company's election) shares of the Company's Class A Common Stock or cash of an equivalent value. Similar to their entitlement to distributions, as described above, holders of vested WeWork Partnerships Profits Interest Units can receive value through such an exchange only to the extent the value of the WeWork Partnership has increased above the aggregate distribution threshold. This is measured by comparing the value of a share of the Company’s Class A Common Stock on the day of exchange to the per-unit distribution threshold for the exchanged WeWork Partnerships Profits Interest Units. If, on the day that a WeWork Partnerships Profits Interest Units is exchanged, the value of a share of the Company’s Class A Common Stock exceeds the per-unit distribution threshold for the exchanged WeWork Partnerships Profits Interest Units, then the holder is entitled to receive that difference plus the “preference amount” for the WeWork Partnerships Profits Interest Units (subject to certain downward adjustments for prior distributions by the WeWork Partnership). Upon the exchange of WeWork Partnerships Profits Interest Units in the WeWork Partnership for shares of Class A Common Stock or the forfeiture of WeWork Partnerships Profits Interest Units in the WeWork Partnership, the corresponding shares of Class C Common Stock will be redeemed. Shares of Class C Common Stock cannot be transferred other than in connection with the transfer of the corresponding WeWork Partnerships Profits Interest Units in the WeWork Partnership. The redemption value of the WeWork Partnerships Profits Interest Units in the WeWork Partnership are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company and are accounted for as a component of noncontrolling interests within the equity section of the consolidated balance sheet through reclassifications to and from additional paid-in-capital. As of December 31, 2021, there were 42,057 vested WeWork Partnerships Profits Interest Units outstanding. However, the overall redemption value of outstanding WeWork Partnerships Profits Interest Units and the corresponding noncontrolling interest in the WeWork Partnership was zero as of December 31, 2021 and 2020, as the fair market value of the Company’s stock as of December 31, 2021 and 2020, was less than the per-unit distribution threshold for the outstanding WeWork Partnerships Profits Interest Units. As the fair market value of the Company’s stock increases above the distribution threshold, the WeWork Partnerships Profits Interest Units will be dilutive to the Company’s ownership percentage in the WeWork Partnership. The following table summarizes the WeWork Partnerships Profits Interest Units activity during the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate WeWork Average Average Intrinsic Partnerships Distribution Preference Value Profits Interest Units Threshold Amount (In thousands) Outstanding, December 31, 2020 25,168,938 $ 21.64 $ 0.47 $ — Retroactive conversion of units due to Business Combination (4,374,614) $ 4.56 $ — — Outstanding, December 31, 2020 (as converted) 20,794,324 $ 26.20 $ 0.47 — Granted — $ — $ — — Exchanged/redeemed (19,896,032) $ 10.38 $ 10.38 234,375 Forfeited/canceled (856,235) $ 59.65 $ 13.22 — Outstanding, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Exercisable, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Vested and expected to vest, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — There were no WeWork Partnerships Profits Interest Units granted during the years ended December 31, 2021 and 2020. As of December 31, 2021, there was no unrecognized stock‑based compensation expense from outstanding WeWork Partnerships Profits Interest Units. Stock Options Service-based Vesting Conditions The stock options outstanding noted below consist primarily of time‑based options to purchase Class A Common Stock, the majority of which vest over a three The following table summarizes the stock option activity during the year ended December 31, 2021: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In thousands) Outstanding, December 31, 2020 34,077,898 $ 4.74 6.4 $ 12,534 Retroactive conversion of shares due to Business Combination (5,923,079) 1.00 Outstanding, December 31, 2020 (as converted) 28,154,819 $ 5.74 Granted — $ — Exercised (11,990,205) $ 2.19 Forfeited/canceled (4,579,589) $ 11.71 Outstanding, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49,478 Excercisable, December 31, 2021 7,487,907 $ 9.20 5.5 $ 25,579 Vested and expected to vest, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49,478 Vested and exercisable, December 31, 2021 7,487,907 $ 9.20 5.5 $ 25,579 During the year ended December 31, 2021, no options were granted. The weighted average grant date fair value of options granted during the year ended December 31, 2020 and 2019 was $2.02 and $20.06, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $132.6 million, $0.7 million and $156.6 million, respectively. Of the stock options granted during the year ended December 31, 2020, 1,304,290 stock options were valued using the Black-Scholes Model and a single option approach and the remaining 22,399,888 stock options granted had an original exercise price greater than the fair market value of the Company's common stock on the date of grant and therefore the Company estimated the fair value of these awards using the binomial model. The stock options granted during the year ended December 31, 2019 were valued using the Black-Scholes Model and a single option approach. The assumptions used to value stock options issued during the year ended December 31, 2020 and 2019, were as follows (these assumptions exclude the options exchange in the 2019 Option Repricing Exchange and 2020 Option Repricing described below and noted in the table above): December 31, 2020 2019 Fair value of common stock $ 2.51 - 2.54 $ 45.32 - 51.90 Weighted average expected term (years) 6.22 6.41 Weighted average expected volatility 51.0 % 40.0 % Risk-free interest rate 0.30% - 1.02% 1.98% - 2.70% Dividend yield — — As of December 31, 2021, the unrecognized stock‑based compensation expense from outstanding options awarded to employees and non-employee directors was approximately $17.6 million, expected to be recognized over a weighted‑average period of approximately 2.8 years. As of December 31, 2021, there was no unrecognized expense related to stock options awarded to contractors. As of December 31, 2021, there was no unrecognized cost to be capitalized and recorded as a component of property and equipment on the consolidated balance sheets. Early Exercise of Stock Options Legacy WeWork allowed certain employees and directors to exercise stock options granted under the 2013 Plan and 2015 Plan prior to vesting. The shares received as a result of the early exercise of unvested stock options are subject to a repurchase right by Legacy WeWork at the original exercise price for a period equal to the original vesting period. During 2014, certain individuals early exercised stock options prior to vesting; however, in lieu of the cash consideration required to exercise the stock options, these individuals each provided a 1.9% interest bearing recourse note, for an aggregate of $2.7 million as of December 31, 2018, included as a component of equity, and were fully settled as of December 31, 2019. The notes were originally scheduled to mature in November 2023. As a result of the early exercises, the individuals received shares of restricted Legacy WeWork Class B Common Stock which were scheduled to vest over a specified period of time (which period of time was consistent with the original vesting schedule of the stock options grant). The restricted Legacy WeWork Class B Common Stock was subject to repurchase at the original exercise price by the Company over the original vesting term. During the year ended December 31, 2019, $1.1 million of the loans were forgiven and Legacy WeWork recognized the forgiveness amount as a component of selling, general and administrative expense and the remaining $1.6 million was repaid. During 2019, Mr. Neumann early exercised stock options prior to vesting; however, in lieu of the cash consideration required to exercise the stock options, he was provided a $362.1 million interest bearing recourse note that Legacy WeWork accounted for as in-substance non-recourse. The note bore an interest rate of 2.9%. As a result of the early exercise, Mr. Neumann received shares of restricted Legacy WeWork Class B Common Stock which were scheduled to vest over a specified period of time consistent with the original vesting schedule of the stock option grant. Each restricted Legacy WeWork Class B Common Stock was subject to repurchase at the original exercise price by Legacy WeWork over the original vesting term. The note was scheduled to mature in April 2029 and was previously included as a component of equity. In August 2019 Mr. Neumann surrendered the 7,797,980 shares received upon his early exercise in satisfaction of the loan plus accrued interest receivable by Legacy WeWork in the amount of approximately $365.4 million. Service, Performance and Market-based Conditions During the year ended December 31, 2020, the Company granted to certain employees options to purchase Class A Common Stock containing both service and performance-based vesting conditions, as well as a market-based exercisability condition. These stock options have a ten-year contractual term. These stock options will be eligible to vest following the achievement of either: (a) a performance-based vesting condition tied to unlevered free cash flow (as defined in the award), or (b) a performance-based vesting condition tied to a capital raise (as defined in the award) or the Company's Class A Common Stock becoming publicly traded on any national securities exchange and a market condition tied to the Company's valuation, at three to four distinct threshold levels over a distinct performance period from 2020 through 2024. Stock options that have become eligible to vest will then vest at the end of a three During the year ended December 31, 2021, the Company modified 12.6 million options (which represented all outstanding options at the time of the modification) held by 38 employees to purchase Class A Common Stock containing both service and performance-based vesting conditions (including a market-based vesting condition). The Company modified the market-based condition to be based on the share price of the Company's Class A Common Stock: (i) after the Company becomes (or becomes a subsidiary of) a publicly traded company with shares traded on the New York Stock Exchange, Nasdaq, or other similar national exchange, by either (a) an initial public offering, or (b) a Public Company Acquisition (as defined in the agreement), or (ii) if the Company's Class A Common Stock is not publicly traded on any national securities exchange, the share price shall be measured only as of the closing date of a Capital Raise Transaction (as defined in the agreement). The Company applied modification accounting under ASC 718, which resulted in a new measurement of compensation cost, and the original grant-date fair value of the award is no longer used to measure compensation cost for the award. The market-based weighted‑average fair value on the new measurement date amounted to $3.19, an increase of $1.40 per option. The modified liquidity-based performance condition associated with (a) and (b) above was deemed satisfied upon the closing of the Business Combination. The following table summarizes the stock option activity during the year ended December 31, 2021: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In thousands) Outstanding December 31, 2020 15,562,500 $ 2.09 9.4 $ — Retroactive conversion of shares due to Business Combination (2,704,918) 0.44 0 — Outstanding, December 31, 2020 (as converted) 12,857,582 $ 2.53 9.4 — Granted — $ — Exercised — $ — Forfeited/canceled (5,204,997) $ 2.54 Outstanding, December 31, 2021 7,652,585 $ 2.54 8.4 $ 46 Exercisable, December 31, 2021 — $ — $ — Vested and expected to vest, December 31, 2021 7,652,585 $ 2.54 8.4 $ 46 Vested and exercisable, December 31, 2021 — $ — $ — The fair value of the awards with a performance-based vesting condition was estimated using a two-step binomial option pricing model to capture the impact of the value the underlying common stock based on the Company’s complex capital structure and the post-vesting exercise behavior of the subject awards, which were captured by applying a suboptimal exercise factor of 2.5-times the exercise price and post-vesting forfeiture rate of 10 percent. The fair value of the awards with performance and market-based conditions was estimated using a Monte Carlo simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value is simulated to develop a large number of potential paths of the future equity value. Each path within the simulation includes the measurement of the 90-trading day average future equity value to determine whether the market-based conditions are met, and the future value of the award based on applying a sub-optimal exercise factor of 2.5-times the exercise price to capture post-vesting, early exercise behavior. There were no stock options granted during the year ended December 31, 2021.The assumptions used to value the stock options issued during the year ended December 31, 2020 (excluding options exchanged in the 2020 Option Repricing, described below) were as follows: December 31, 2020 Fair value of common stock $2.51 - $2.54 Weighted average expected term (years) 5.56 Weighted average expected volatility 50.0 % Risk-free interest rate 0.20 % - 0.80 % Dividend yield — % The Company recognizes the compensation cost of awards subject to service and performance-based vesting conditions including a market condition using the accelerated attribution method. For tranches in which the performance-based vesting conditions are probable, the Company recognizes the compensation cost for each tranche using the highest associated grant date fair value over the longer of (a) the explicit requisite service period, or (b) the shorter of the implied performance or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. For tranches in which the performance-based vesting conditions are not probable, the Company recognizes the compensation cost for each tranche over the longer of the explicit service or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. As of December 31, 2021, the unrecognized stock‑based compensation expense from outstanding options was approximately $11.3 million, expected to be recognized over a weighted‑average period of approximately 1.5 years. Restricted Stock — Grants of the Company's restricted stock consist primarily of time-based awards that generally vest annually over a three three seven During 2015, certain former executives of the Company were issued 364,237 shares of restricted Class A Common Stock and 413,095 shares of restricted Legacy WeWork Class B Common Stock in exchange for recourse promissory notes with principal balances totaling $6.2 million and $5.6 million as of December 31, 2017 and 2018, respectively, included as a component of equity, and were fully settled as of December 31, 2019. These restricted shares were scheduled to vest primarily over a five year period. The recourse notes included interest rates ranging from 1.6% to 1.8% and had original maturities of approximately nine years. In addition, during 2015 one of the officers also paid $0.7 million for another 74,357 shares of restricted Legacy WeWork Class B Common Stock, of which 37,178 shares vested immediately and the remainder vested ratably over the 13th month through the 36th month period from the date of acquisition or exercise. As of December 31, 2018, the full 74,357 shares were vested. During the year ended December 31, 2018, the Company forgave $0.6 million of principal balance of the recourse promissory notes and recognized the forgiveness amount as a component of selling, general and administrative expense during the fourth quarter of 2018. During the year ended December 31, 2019, the remaining $5.2 million loan and accrued interest was forgiven with $3.3 million included as a component of location operating expenses and $1.9 million included as a component of selling, general and administrative expense on the consolidated statement operations. In June 2018, certain former executives of the Company were issued 624,631 shares of restricted Class A Common Stock in exchange for recourse promissory notes with principal balances totaling $20.2 million as of December 31, 2018, included as a component of equity. During the year ended December 31, 2020, the Company forgave loans and interest totaling $12.5 million, resulting in a balance of none included as a component of equity as of December 31, 2021 and 2020. In 2019, certain former executives of the Company were issued 93,886 shares of restricted Class A Common Stock in exchange for recourse promissory notes with principal balances totaling $2.2 million as of December 31, 2019, included as a component of equity. During the three months ended March 31, 2020, $2.2 million in loans and accrued interest were settled through cash repayments of principal and interest totaling $1.1 million, the surrendering to the Company of 53,280 shares of Class A Common Stock totaling $0.3 million and the forgiveness of $0.8 million which was recognized as a component of restructuring and other related costs on the accompanying consolidated statements of operations. These restricted shares were scheduled to vest over a five year period and were subject to repurchase by the Company during the vesting period at the original issue price. The loans settled in full during 2020 included interest rates of 2.6%. During the year ended December 31, 2021, the Company granted 1,995,245 RSUs (which remained unvested at December 31, 2021) to executives which RSUs may be settled in Class A Common Stock containing both service and performance-based vesting conditions (including a market-based condition). Each RSU represents the right to receive one s |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 22. Net Loss Per Share We compute net loss per share of Class A Common Stock and Class B Common Stock under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A Common Stock and Class B Common Stock are substantially identical, other than voting rights. The shares of Class C Common Stock are deemed to be a non-economic interest. Shares of Class C common stock are, however, considered dilutive shares of Class A common stock, because such shares can be exchanged into shares of Class A common stock. If the Class C shares correspond to WeWork Partnership Class A common units, the Class C shares (together with the corresponding WeWork Partnership Class A common units) can be exchanged for (at the Company's election) shares of Class A common stock on a one-for-one basis, or cash of an equivalent value. If the Class C shares correspond to WeWork Partnerships Profits Interests Units and the value of the WeWork Partnership has increased above the applicable aggregate distribution threshold of the Units, the Class C shares (together with the corresponding WeWork Partnerships Profits Interests Units) can be exchanged for (at the Company's election) a number of shares of Class A common stock based on the value of a share of Class A common stock on the exchange date to the applicable per-unit distribution threshold, or cash of an equivalent value. For more information about the conversion and Class C shares, refer to Note 20. Accordingly, only the Class A Common Stock and Class B Common Stock share in our net losses. On February 26, 2021, in connection with the Settlement Agreement (as defined in Note 24), all of the outstanding shares of Class B Common Stock were automatically converted into shares of Class A Common Stock and the shares of Class C Common Stock of the Company now have one vote per share, instead of three (the "Class B Conversion"). Prior to the Business Combination, our participating securities includes Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition Preferred Stock, as the holders of these series of preferred stock are entitled to receive a noncumulative dividend on a pari passu basis in the event that a dividend is paid on common stock, as well as holders of certain vested RSUs that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock. The holders of our Junior Preferred Stock are not entitled to receive dividends and are not included as participating securities. The holders of Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition Preferred Stock as well as the holders of certain vested RSUs with a non-forfeitable right to dividends, do not have a contractual obligation to share in our losses. As such, our net losses for the years ended December 31, 2020 and 2019, were not allocated to these participating securities. In connection with the Business Combination, all series of Legacy WeWork convertible preferred stock were converted to the Company’s Class A common stock at the Exchange Ratio, on a one-for-one basis with Legacy WeWork’s Class A common stock, and included in the basic net loss per share calculation on a prospective basis. Basic net loss per share is computed by dividing net loss attributable to WeWork Inc. attributable to its Class A Common and Class B Common stockholders by the weighted-average number of shares of our Class A Common Stock and Class B Common Stock outstanding during the period. As of December 31, 2021, the warrants held by SoftBank and SoftBank affiliates are exercisable at any time for nominal consideration, therefore, the shares issuable upon the exercise of the warrants are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders. Accordingly, the calculation of weighted-average common shares outstanding includes 9,534,516 shares issuable upon exercise of the warrants for the year ended December 31, 2021. On October 20, 2021, as a result of our Business Combination, prior period share and per share amounts presented have been retroactively converted in accordance with ASC 805. For each comparative period before the Business Combination Legacy WeWork's historical weighted average number of Class A Common and Class B Common Stock outstanding has been multiplied by the Exchange Ratio. For the computation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to WeWork Inc. attributable to its Class A Common and Class B Common stockholders by the weighted-average number of fully diluted common shares outstanding. In the years ended December 31, 2021, 2020 and 2019, our potential dilutive shares were not included in the computation of diluted net loss per share as the effect of including these shares in the computation would have been anti-dilutive. The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (Amounts in thousands, except share and per share data) 2021 2020 2019 Numerator: Net loss attributed to WeWork Inc. $ (4,439,027) $ (3,129,358) $ (3,264,738) Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement (405,816) — — Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (4,844,843) $ (3,129,358) $ (3,264,738) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (4,844,843) $ (3,129,358) $ (3,264,738) Denominator: Basic shares: Weighted-average shares - Basic 263,584,930 140,680,131 139,160,229 Diluted shares: Weighted-average shares - Diluted 263,584,930 140,680,131 139,160,229 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (18.38) $ (22.24) $ (23.46) Diluted $ (18.38) $ (22.24) $ (23.46) (1) The year ended December 31, 2021 are comprised of only Class A Common Shares as noted above. The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period. These amounts represent the number of instruments outstanding at the end of each respective year. Year Ended December 31, 2021 2020 2019 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — 304,790,585 183,685,292 Convertible Preferred Stock Series Junior — 1,239 1,239 Convertible notes — 648,809 648,809 Stock options 19,237,610 41,012,401 20,245,802 RSUs 12,230,623 2,329,145 5,521,886 Warrants 23,877,787 112,580,862 208,375,715 WeWork Partnership Profits Interest Units 42,057 20,794,324 22,928,692 WeWork Partnership Common Units 19,896,032 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 23. Commitments and Contingencies Credit Agreement — In November 2015, the Company amended and restated its existing credit facility (the "2019 Credit Facility") to provide up to $650.0 million in revolving loans and letters of credit, subject to certain financial and other covenants. At various points during 2016 through 2019, the Company executed amendments to the credit agreement governing the 2019 Credit Facility which amended certain of the financial and other covenants. In November 2017 and as later amended, the Company entered into a new letter of credit facility (the "2019 LC Facility") pursuant to the letter of credit reimbursement agreement that provided an additional $500.0 million in availability of standby letters of credit. In May 2019, the Company entered into an additional letter of credit reimbursement agreement that provided for an additional $200.0 million in availability of standby letters of credit. In conjunction with the availability of the 2020 LC Facility (described below), the 2019 Credit Facility and the 2019 LC Facility were terminated in February 2020 and $4.7 million of deferred financing costs were expensed and included in loss on extinguishment of debt on the consolidated statements of operations for the year ended December 31, 2020. As of December 31, 2021 and 2020, $6.2 million and $143.7 million, respectively, in letters of credit remain outstanding under the 2019 LC Facility and 2019 Credit Facility that are secured by new letters of credit issued under the 2020 LC Facility. The Company has also entered into various other letter of credit arrangements, the purpose of which is to guarantee payment under certain leases entered into by JapanCo and PacificCo. There was $8.1 million and $49.2 million of standby letters of credit outstanding under these other arrangements that are secured by $11.3 million and $53.6 million of restricted cash at December 31, 2021 and 2020, respectively. 2020 LC Facility and Company/SBG Reimbursement Agreement — On December 27, 2019, WeWork Companies LLC entered into a credit agreement (the "Company Credit Agreement," as amended by the First Amendment, dated as of February 10, 2020, the Second Amendment to the Credit Agreement and First Amendment to the Security Agreement, dated as of April 1, 2020, and the Third Amendment to the Credit Agreement, dated as of December 6, 2021), among WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, Goldman Sachs International Bank, as administrative agent, and the issuing creditors and letter of credit participants party thereto. The Company Credit Agreement provides for a $1.75 billion senior secured letter of credit reimbursement facility (the "2020 LC Facility"), which was made available on February 10, 2020, for the support of WeWork Companies LLC's or its subsidiaries' obligations. As amended, the 2020 LC Facility terminates on February 10, 2024 and reduces to $1.25 billion beginning on February 10, 2023. As of December 31, 2021, $1.25 billion of standby letters of credit were outstanding under the 2020 LC Facility, of which $6.2 million has been utilized to secure letters of credit that remain outstanding under WeWork Companies LLC's previous credit facility (the "2019 Credit Facility") and letter of credit facility (the "2019 LC Facility"), which were terminated in 2020. As of December 31, 2021, there was $0.5 billion in remaining letter of credit availability under the 2020 LC Facility. The 2020 LC Facility is guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively, the “Guarantors”) and is secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions. The Company Credit Agreement and related documentation contain customary reimbursement provisions, representations, warranties, events of default and affirmative covenants (including with respect to cash management) for letter of credit facilities of this type. The negative covenants applicable to WeWork Companies LLC and its Restricted Subsidiaries (as defined in the Company Credit Agreement) are limited to restrictions on liens (subject to exceptions substantially consistent with the 7.875% Senior Notes due 2025), changes in line of business and disposition of all or substantially all of the assets of WeWork Companies LLC. In connection with the 2020 LC Facility, WeWork Companies LLC also entered into a reimbursement agreement, dated February 10, 2020 (as amended, the "Company/SBG Reimbursement Agreement"), with the SoftBank Obligor pursuant to which (i) the SoftBank Obligor agreed to pay substantially all of the fees and expenses payable in connection with the Company Credit Agreement, (ii) the Company agreed to reimburse SoftBank Obligor for certain of such fees and expenses (including fronting fees up to an amount of 0.125% on the undrawn and unexpired amount of the letters of credit, plus any fronting fees in excess of 0.415% on the undrawn and unexpired amount of the letters of credit) as well as to pay the SoftBank Obligor a fee of 5.475% on the amount of all outstanding letters of credit and (iii) the Guarantors agreed to guarantee the obligations of WeWork Companies LLC under the Company/SBG Reimbursement Agreement. During the years ended December 31, 2021 and 2020, the Company recognized $82.2 million and $69.7 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. As the Company is also obligated to issue shares to SBG in the future pursuant to the 2020 LC Facility Warrant, with such warrant valued at issuance at $284.4 million (as discussed in Note 11), the implied interest rate for the Company on the 2020 LC Facility at issuance, assuming the full commitment is drawn, is approximately 12.47%. In December 2021, the Company/SBG Reimbursement Agreement was amended following the entry into the Amended Credit Support Letter (as defined below) to, among other things, change the fees payable by WeWork Companies LLC to SBG to (i) 2.875% of the face amount of letters of credit issued under the 2020 LC Facility (drawn and undrawn), payable quarterly in arrears, plus (ii) the amount of any issuance fees payable on the drawn amounts under the 2020 LC Facility. LC Debt Facility - In May 2021, the Company entered into a loan agreement with a third party to raise up to $350.0 million of cash secured by one or more letters of credit issued pursuant to the LC Facility (the “LC Debt Facility”). The third party has the ability to issue a series of discount notes to investors of varying short term (1-6 month) maturities and made a matching discount loan to the Company. The Company will pay the 5.475% issuance fee on the letter of credit, the 0.125% fronting fee on the letter of credit and the interest on the discount note which will be set each note issuance. In September 2021, the Company repaid the initial LC Debt Facility and accrued interest totaling $350.0 million and entered into a new LC Debt Facility. In October 2021, the Company repaid the second LC Debt Facility and accrued interest totaling $350.0 million. As of December 31, 2021, there were no borrowings outstanding under the LC Debt Facility. As of December 31, 2021, the Company had capitalized a total of $0.5 million in debt issuance costs, as the nonrefundable engagement fee, which will be amortized until February 10, 2023. Such costs were capitalized as deferred financing costs and included as a component of other assets, net of accumulated amortization, on the accompanying consolidated balance sheet. During the year ended December 31, 2021, the Company recorded $0.2 million of interest expense relating to the amortization of these costs. Construction Commitments — In the ordinary course of its business, the Company enters into certain agreements to purchase construction and related contracting services related to the build-outs of the Company’s operating locations that are enforceable and legally binding, and that specify all significant terms and the approximate timing of the purchase transaction. The Company’s purchase orders are based on current needs and are fulfilled by the vendors as needed in accordance with the Company’s construction schedule. As of December 31, 2021 and 2020, the Company had issued approximately $58.7 million and $108.2 million, respectively, in such outstanding construction commitments. Legal Matters — The Company has in the past been, is currently and expects to continue in the future to be a party to or involved in pre-litigation disputes, individual actions, putative class actions or other collective actions, U.S. and foreign government regulatory inquiries and investigations and various other legal proceedings arising in the normal course of its business, including with members, employees, landlords and other commercial partners, securityholders, third-party license holders, competitors, government agencies and regulatory agencies, among others. The Company reviews its litigation-related reserves regularly and, in accordance with GAAP, sets reserves where a loss is probable and estimable. The Company adjusts these reserves as appropriate; however, due to the unpredictable nature and timing of litigation, the ultimate loss associated with a given matter could significantly exceed the litigation reserve currently set by the Company. Given the information it has as of today, management believes that none of these matters will have a material effect on the consolidated financial position, results of operations or cash flows of the Company. As of December 31, 2021, the Company is also party to several litigation matters and regulatory matters not in the ordinary course of business. These matters are described below. Management intends to vigorously defend these cases and cooperate with regulators in these matters; however, there is a reasonable possibility that the Company could be unsuccessful in defending these claims and could incur losses. It is not currently possible to estimate a range of reasonably possible loss above the aggregated reserves. Carter v. Neumann, et al. (Superior Court for the State of California, County of San Francisco, No. CGC-19-580474, filed January 10, 2020, replacing Natalie Sojka as plaintiff in the putative class action Ms. Sojka filed on November 4, 2019) Won v. Neumann, et al. (Superior Court for the State of California, County of San Francisco, No. CGC-19-581021, filed November 25, 2019) Two separate purported class and derivative complaints have been filed by three Company shareholders (two in Carter and one in Won ) against the Company, certain current and former directors, SBG, Adam Neumann and Masayoshi Son. Both complaints were filed in California state court and allege, among other things, that defendants breached fiduciary duties and/or aided and abetted breaches of fiduciary duties in connection with certain transactions. The complaints seek injunctive relief and damages. In both actions, the Company filed motions to compel arbitration and stay the actions, or to enforce the Company’s Delaware forum selection bylaw and dismiss or stay the actions. On August 31, 2020, the trial court granted the motions to compel arbitration (as to one of the plaintiffs in Carter and the plaintiff in Won ) and the motion to enforce the forum selection bylaw (as to the second plaintiff in Carter ). On October 30, 2020, the first Carter plaintiff and the Won plaintiff filed petitions for writs of mandate seeking to overturn the court's orders compelling arbitration. On December 3, 2020, the California Court of Appeal denied those petitions. Also on October 30, 2020, the second plaintiff in Carter appealed the trial court’s decision enforcing the forum selection bylaw. On November 16, 2021, the California Court of Appeal affirmed the trial court's decision enforcing the forum selection bylaw. On December 23, 2021, the second Carter plaintiff filed a petition to review the Court of Appeal's decision in the California Supreme Court. On March 9, 2022, the California Supreme Court denied this petition. The Company is litigating the first Carter plaintiff's and the Won plaintiff's claims in private arbitrations. Catalyst Investors III, L.P. v. The We Company et. al (Supreme Court of the State of New York, County of New York, Index No. 654377/2020, filed September 21, 2020) Three former investors in Conductor, Inc. filed a complaint against the Company, its former Chief Executive Officer, Adam Neumann, and its former Chief Financial Officer, Arthur Minson, alleging that the defendants made or participated in making misrepresentations that induced the plaintiffs to agree to the Company’s acquisition of Conductor, Inc. in March 2018. The plaintiffs assert causes of action for common law fraud/fraudulent inducement, unjust enrichment, and negligent misrepresentation under New York law. The plaintiffs seek unspecified compensatory and punitive damages, as well as other relief. On December 4, 2020, the Company filed a motion to dismiss the complaint. In a May 26, 2021 order, the court granted the motion to dismiss as to the unjust enrichment and negligent misrepresentation claims and denied the motion to dismiss as to the fraud based claims. Regulatory Matters Since October 2019, the Company has been responding to subpoenas and document requests issued by certain federal and state authorities investigating the Company’s disclosures to investors and employees regarding the Company’s valuation and financial condition, and certain related party transactions. On November 26, 2019, the U.S. Securities and Exchange Commission issued a subpoena seeking documents and information concerning these topics, and has interviewed witnesses, in connection with a non-public investigation styled In the Matter of The We Company (HO-13870). On January 29, 2020, the United States Attorney’s Office for the Southern District of New York issued a voluntary document request concerning these topics and has interviewed witnesses. On October 11, 2019, the New York State Attorney General’s Office issued a document request concerning these topics and has examined witnesses. On February 12, 2020, the California Attorney General’s Office issued a subpoena concerning these topics. The Company is cooperating with all of these investigations. Asset Retirement Obligations — As of December 31, 2021 and 2020, the Company had asset retirement obligations of $219.6 million and $206.0 million, respectively. The current portion of asset retirement obligations are included within other current liabilities and the non-current portion are included within other liabilities on the accompanying consolidated balance sheets. Asset retirement obligations include the following activity during the years ended December 31, 2021 and 2020: Year Ended December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 205,965 $ 131,989 Liabilities incurred in the current period 9,607 8,842 Liabilities settled in the current period (18,506) (5,475) Accretion of liability 16,792 9,888 Revisions in estimated cash flows 19,770 64,630 ChinaCo Deconsolidation (Note 7) — (8,883) Effect of foreign currency exchange rate changes (14,067) 4,974 Balance at end of period 219,561 205,965 Less: Current portion of asset retirement obligations (421) (113) Total non-current portion of asset retirement obligations $ 219,140 $ 205,852 |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | Note 24. Other Related Party Transactions Sound Ventures On June 30, 2021, in connection with the Company's sale of its 5.7% interest in Sound Ventures II, LLC to Softbank, described in Note 10, an amendment was made to the original profit sharing arrangement ("PSA") resulting from the sale of the Creator Fund to Softbank in 2020. The PSA was updated to reflect the additional capital commitment to Sound Ventures of $8.0 million (equal to the $6.1 million purchase price and contributed capital already funded and $1.9 million in unfunded commitments assumed by the Buyer). As such, the Company will be entitled to 20% of profits on sale of underlying portfolio investments in the Creator Fund over $101.8 million. International Joint Ventures and Strategic Partnerships Subsequent to the ChinaCo Deconsolidation, the Company is entitled to certain transition services fees equal to $1.8 million for transition services provided from October 2, 2020 through December 31, 2020 and the lesser of $0.6 million per month or the actual costs of services provided for the following three month period. The Company is also entitled to an annual management fee of 4% of net revenues beginning on the later of 2022 or the first fiscal year following the Initial Investment Closing in which EBIT of ChinaCo is positive (the "ChinaCo Management Fee"). The Company is also entitled to an additional $1.3 million in fees in connection with data migration and application integration services that were performed over a six month period beginning on October 2, 2020. These data migration and application integration fees are only payable on the first date the ChinaCo Management Fee becomes payable. Subsequent to the ChinaCo Deconsolidation, the Company has also continued to provide a guarantee to certain landlords of ChinaCo, guaranteeing total lease obligations up to $3.5 million as of December 31, 2021. The Company is entitled to a fee totaling approximately $0.1 million per year for providing such guarantees, until such guarantees are extinguished. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $1.6 million, $2.6 million and none, respectively, of total fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying consolidated statements of operations. All amounts earned from ChinaCo prior to the ChinaCo Deconsolidation are eliminated in consolidation. Creator Fund On March 21, 2019, the Company entered into an agreement with SBG, related to reimbursement of funds to the Company related to the underwriting and for production services performed by the Company for Creator Awards events held or to be held between September 2017 and January 2021. Pursuant to the terms of the contract, in consideration of the Company’s performance of its obligations, SBG was required to make payments totaling $80.0 million. Any portion of the total $80.0 million contracted payments not used in connection with the execution of services by December 31, 2020 was reimbursable by the Company to an affiliate of SBG. An affiliate of SBG funded $20.0 million during 2017, as a deposit in anticipation of signing a contract with the Company. Pursuant to the terms of the contract, the Company received an additional $40.0 million in cash during the year ended December 31, 2019. The Company recognized $38.4 million as other revenue during the year ended December 31, 2019 relating to services provided by the Company in support of Creator Award events that occurred during the period from September 1, 2017 through December 31, 2019. No cash was received and no revenue was recognized during the year ended December 31, 2020 relating to this contract. As of December 31, 2019, the Company had $21.6 million recorded within deferred revenue on the consolidated balance sheets relating to this contract. In September 2020, in connection with the transfer of the Company's variable interest and control over the Creator Fund to an affiliate of SBG described in Note 7, the production services agreement was terminated and the parties agreed that the Company would not be required to reimburse an affiliate of SBG for the $21.6 million of deferred revenue. As SBG is a principal shareholder of the Company, the forgiveness of this reimbursement obligation was accounted for as a capital contribution and reclassified from liabilities to additional paid-in-capital during the year ended December 31, 2020. VistaJet During the year ended December 31, 2020, the Company sold WeWork’s unused flight hours with VistaJet, an aviation company offering private flight services, to an affiliate of SBG at cost, through the cancellation of $1.5 million in debt. Non-Compete Agreement During the year ended December 31, 2019, an affiliate of SBG entered into a non-compete agreement with Mr. Neumann for a cash payment of $185.0 million, of which 50% was paid initially, with the remaining 50% payable in twelve equal monthly installments. During 2019, the Company recorded this as an expense of the Company to be paid for by a principal shareholder as the Company also benefited from the arrangement through restricting Mr. Neumann's ability to provide similar services to a competing organization. The Company recognized the expense in full during 2019, with a corresponding increase in additional paid-in capital, representing a deemed capital contribution by SBG. The expense is included as a component of restructuring and other related costs on the consolidated statements of operations. In connection with his separation, the Company agreed to reimburse Mr. Neumann for legal expenses incurred. The Company recorded $1.5 million within restructuring and other related costs on the consolidated statements of operations during 2019 and a corresponding liability of $1.5 million included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2019. The Company paid for the legal expenses during the year ended December 31, 2020. Also in connection with his separation agreement, the Company agreed to provide Mr. Neumann, at the Company's cost, with the continuation of his family healthcare benefits through October 2020, security services through October 2020 and use of a WeWork office through February 2021. Tender Offer and Settlement Agreement On April 7, 2020, the Special Committee, acting in the name of the Company, filed a complaint in the Court of Chancery of the State of Delaware against SBG and SoftBank Vision Fund asserting claims in relation to SBG’s withdrawal of the 2020 Tender Offer. Separately, on May 4, 2020, Mr. Neumann filed a complaint captioned Neumann, et al. v. SoftBank Group Corp., et al., C.A. No. 2020-0329-AGB, also asserting claims in relation to SBG's withdrawal of the 2020 Tender Offer. On February 25, 2021, all parties entered into a settlement agreement (the “Settlement Agreement”), the terms of which, when completed, would resolve the litigation. On April 15, 2021, the parties filed a stipulation of dismissal dismissing with prejudice the claims brought by the Company, and dismissing the action in its entirety. The Settlement Agreement provides for, among other things, the following: • The launch of a new tender offer . Pursuant to the Settlement Agreement, SVF II completed a tender offer and acquired $921.6 million of the Company's equity securities (including certain equity awards, exercisable warrants and convertible notes) from eligible equity holders of the Company, at a price of $23.23 per share (the “2021 Tender Offer”). Mr. Neumann, his affiliate We Holdings LLC, and certain of their related parties separately sold shares to SBG and its affiliates as describe below; therefore they were excluded from the 2021 Tender Offer and did not tender shares. As a result of the 2021 Tender Offer, which closed in April 2021, the Company recorded $48.0 million of total expenses in its consolidated statement of operations for the three-months ended March 31, 2021. Refer to Note 21 for more information. • Certain governance changes . The transactions contemplated by the Settlement Agreement also included the elimination of the Company’s multi-class voting structure. As a result of the Amended and Restated Certificate of Incorporation of the Company and the transactions contemplated by the Settlement Agreement, on February 26, 2021, all of the outstanding shares of Class B common stock of the Company automatically converted into shares of Class A common stock and the shares of Class C Common stock of the Company now have one vote per share, instead of three (the “Class B Conversion”). The Amended and Restated Certificate of Incorporation provides that if, following the Class B Conversion, new shares of Class B common stock are issued pursuant to (i) the exercise of options to purchase shares of Class B common stock outstanding as of the date of the Class B Conversion, (ii) securities convertible into shares of Class B common stock outstanding as of the date of the Class B Conversion, and (iii) other circumstances which are specified in the Amended and Restated Certificate of Incorporation, such new shares will be automatically converted into shares of Class A common stock immediately following the time such new shares of Class B common stock are issued. • Mr. Neumann settlement payment . In connection with the Settlement Agreement, SBG and its affiliates paid Mr. Neumann an amount equal to $105.6 million. No expense was recorded in the Company's consolidated statement of operations as it does not benefit the Company. • Mr. Neumann sale of stock to SBG . In connection with the Settlement Agreement, SBG and its affiliates purchased 24,901,342 shares of Class B Common Stock of the Company from We Holdings LLC, which is Mr. Neumann's affiliated investment vehicle, at a price per share of $23.23, representing an aggregate purchase price of $578.4 million. The Company recorded a $428.3 million expense which represents the excess between the amount paid from a principal shareholder of the Company to We Holdings LLC and the fair value of the stock purchased. The Company recognized the expense in restructuring and other related costs in the consolidated statement of operations for the three months ended March 31, 2021, with a corresponding increase in additional paid-in capital, representing a deemed capital contribution by SBG in its consolidated balance sheet. Refer to Note 4 for more information. • Mr. Neumann proxy changes . In connection with the Settlement Agreement, Mr. Neumann’s proxy and future right to designate directors to WeWork's board of directors were eliminated. The Amended and Restated Stockholders’ Agreement eliminated all proxies by Mr. Neumann in favor of WeWork's board of directors, eliminated Mr. Neumann’s right to observe meetings of our board of directors and removed Mr. Neumann’s future rights to designate directors to our board of directors (which would have been available to Mr. Neumann upon elimination of his financial obligations with and to SBG). Mr. Neumann's right to observe meetings of WeWork's board of directors was replaced by a new agreement, which provides that beginning on February 26, 2022, Mr. Neumann may designate himself or a representative to serve as an observer entitled to attend all meetings of WeWork's board of directors and certain committees thereof in a non-voting capacity. In the event that Mr. Neumann designates himself, SBG has the right following consultation with Mr. Neumann, to designate another individual to attend such meetings, and such individual shall be subject to Softbank's approval, which shall not be unreasonably withheld. Pursuant to this agreement, Mr. Neumann's right will terminate on the date on which Mr. Neumann ceases to beneficially own equity securities representing at least 1,720,950 shares of WeWork Class A Common Stock (on an as-converted basis and as adjusted for stock splits, dividends and the like). • SBG proxy agreement . On February 26, 2021, we entered into a proxy agreement with SVF II which will allow SBG and its affiliates to continue to voluntarily limit the combined voting power of SBG and SVFE to less than 49.90%. Pursuant to the proxy agreement, with respect to any shares of the Company’s stock representing shares owned by SVF II that, when taken together with the voting power of all other shares of the Company’s capital stock held by SBG and its affiliates (including SVFE) represent voting power of the Company in excess of 49.90%, such shares held by SBG will be voted in the same proportion as shares of the Company’s capital stock not owned by SBG or SVFE. • WeWork Partnerships Profits Interest Units amendments . In February 2021, in connection with the Settlement Agreement, the WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested and were amended to have a catch-up base amount of $0. The per unit distribution thresholds for the WeWork Partnerships Profits Interest Units were also amended to initially be $10.00 and may be subject to downward adjustment based on closing date pricing if a de-SPAC or initial public offering were to occur. The distribution threshold was adjusted downward based on closing date pricing of the Business Combination. As a result of this modification, the Company recorded $102.0 million of restructuring and other related costs in its consolidated statement of operations for the year ended December 31, 2021. Refer to Note 21 for more information on the modification. Subsequent to the Business Combination, Mr. Neumann converted 19,896,032 vested WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units. Refer to Note 7 for more information on the conversion to WeWork Partnership Class A common units. Real Estate Transactions The Company has several operating lease agreements for space in buildings owned by an entity in which the Company has an equity method investment through WeCap Investment Group. The Company has also entered into three separate operating lease agreements and one finance lease agreement for space in buildings that are partially owned by Mr. Neumann. Another shareholder of the Company is also a partial owner of the building in which the Company holds the finance lease. As of December 31, 2021, the Company has terminated two of the operating lease agreements in buildings that are partially owned by Mr. Neumann. The lease activity for the years ended December 31, 2021, 2020 and 2019 for these leases are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Mr. Neumann Operating Lease Agreements: Lease cost expense $ 7,826 $ 10,884 $ 7,731 Contractual obligation 8,484 10,524 6,463 Tenant incentives received 76 3,898 437 Finance Lease Agreement: Interest expense $ 1,536 $ 1,589 $ 1,631 Contractual obligation 2,094 2,044 1,993 Tenant incentives received — 834 — WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 55,595 $ 43,712 $ 42,171 Contractual obligation 53,997 33,411 30,515 Tenant incentives received 3,545 13,283 13,015 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables as of December 31, 2021 are as follows: Future Minimum Lease Cost (1) Tenant Lease Receivable (Amounts in thousands) Mr. Neumann Operating lease agreements $ 58,683 $ — Finance lease agreement 12,705 — WeCap Investment Group (2) Operating lease agreements 933,847 13,391 (1) The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments. (2) The future undiscounted fixed minimum lease cost payments for the leases presented above exclude an additional $108.4 million relating to executed non-cancelable leases that the Company has not yet taken possession of as of December 31, 2021. Membership and Service Agreements During the years ended December 31, 2021, 2020 and 2019, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Revenue SBG (1) $ 118,915 $ 142,135 $ 108,900 Other related parties (2) 14,449 22,918 16,008 Mr. Neumann (3) — — 277 Expenses SBG (1) $ 21,375 $ 20,108 $ 7,748 Other related parties (2) — 5,820 1,036 Mr. Neumann (3) — — 238 (1) SBG is a principal stockholder with representation on the Company's Board of Directors. SBG and its affiliates utilized WeWork space and services resulting in revenue. Additionally, the Company also agreed to reimburse SBG for all fees and expenses incurred in connection with the SoftBank Transactions in an aggregate amount up to $50.0 million. Of the $50.0 million reimbursable to SoftBank as of December 31, 2019, the Company allocated and recorded $20.0 million as deferred financing costs included net of accumulated amortization within other assets on the consolidated balance sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated and recorded $15.0 million as equity issuance costs associated with the 2019 Warrant, recorded as a reduction of the Series H-1 Preferred Share balance on the consolidated balance sheet. The remaining $15.0 million was recorded as a transaction cost included as a component of selling, general and administrative on the consolidated statements of operations for the year ended December 31, 2019, as it related to various other components of the SoftBank Transactions which did not qualify for capitalization. During the years ended December 31, 2021 and 2020, the Company made payments on these obligations to SBG totaling none and $35.5 million, respectively. As of December 31, 2021 and 2020, accounts payable and accrued expenses included $14.5 million and $14.5 million, respectively, payable to SBG related primarily to these reimbursement obligations. (2) These related parties have significant influence over the Company through representation on the Company's Board of Directors or are vendors in which the Company has an equity method investment or other related party relationship. During the year ended December 31, 2019, the Company recognized expenses totaling approximately $120,000 for an employee of the Company who is an immediate family member of a member of the Company's Board of Directors. (3) The Company recognized expenses in connection with promotional services performed by an immediate family member of Mr. Neumann for the Creator Awards ceremonies and for an employee of the Company who is an immediate family member of Mr. Neumann. |
Segment Disclosures and Concent
Segment Disclosures and Concentration | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Disclosures and Concentration | Note 25. Segment Disclosures and Concentration Operating segments are defined as components of an entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information that is reviewed by the entity's chief operating decision maker ("CODM") to make decisions about how to allocate resources and assess performance. The Company operates in one operating segment as the Chief Executive Officer, who is our CODM, reviews financial information, assesses the performance of the Company and makes decisions about allocating resources on a consolidated basis. The Company’s revenues and total property and equipment, by country, are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Revenue: United States $ 1,148,850 $ 1,685,274 $ 1,874,589 United Kingdom 347,292 421,252 466,202 Japan 211,658 250,733 174,120 Greater China (1) — 206,261 228,537 Other foreign countries (2) 862,327 852,345 715,144 Total revenue $ 2,570,127 $ 3,415,865 $ 3,458,592 December 31, (Amounts in thousands) 2021 2020 Property and equipment: United States $ 4,035,613 $ 4,752,834 United Kingdom 876,822 1,020,575 Japan 486,525 525,046 Other foreign countries (2) 2,025,822 2,288,306 Total property and equipment $ 7,424,782 $ 8,586,761 (1) The amounts for Greater China relate solely to the consolidated amounts of ChinaCo, which was deconsolidated on October 2, 2020. (2) No other individual countries exceed 10% of our revenues or property and equipment. Our concentration in specific cities magnifies the risk to us of localized economic conditions in those cities or the surrounding regions. The majority of the Company's revenue is earned from locations in densely populated cities and as a result may be more susceptible to economic impacts as a result of COVID-19. The majority of our revenue is earned from locations in the United States and United Kingdom. During the years ended December 31, 2021, 2020 and 2019, approximately 45%, 49% and 54%, respectively, of our revenue was earned in the United States and approximately 14%, 12% and 13%, respectively, of our revenue was earned in the United Kingdom. The majority of our 2021 revenue from locations in the United States was generated from locations in greater New York City, San Francisco, Boston and Seattle markets. In the United Kingdom, 87% of 2021 revenues and 88% of our property and equipment are related to WeWork locations in the greater London area. In the United States, the Company generally uses metropolitan statistical areas (as defined by the United States Census Bureau) to define its greater metropolitan markets. The nearest equivalent is used internationally. During the years ended December 31, 2021, 2020 and 2019, the Company had no single member that accounted for greater than 10% of the Company's total revenue. Although the Company deposits its cash with multiple high credit quality financial institutions, its deposits, at times, may exceed federally insured limits. The Company believes no significant concentration risk exists with respect to its cash and cash equivalents. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 26. Subsequent Events These consolidated financial statements include a discussion of material events, if any, which have occurred subsequent to December 31, 2021 (referred to as subsequent events) through the issuance of the consolidated financial statements. On February 10, 2022, pursuant to the conversion of certain compulsory convertible debentures held by subsidiaries of the Company, WeWork India Management Private Limited ("WeWork India") issued equity shares to those subsidiaries of the Company, comprising 27.5% of the share capital of WeWork India in the aggregate. On February 15, 2022, a subsidiary of the Company entered into a definitive agreement pursuant to which it contributed the Company’s business in Costa Rica to LatamCo, a joint venture between the Company and an affiliate of SBG, and granted LatamCo the exclusive right to operate the Company's business in Costa Rica under the WeWork brand, in exchange for a waiver by SBG of its right to be reimbursed by an affiliate of WeWork for $6.5 million. On February 17, 2022, the remaining operating lease agreement in a building that is partially owned by Mr. Neumann was formally terminated upon receiving the necessary ordinary course approvals. The negotiations for the termination occurred in the ordinary course and on arms' length terms. The terms of termination included the tenant entity’s release of $0.6 million in unpaid tenant improvement allowances that had been held in escrow in exchange for the forgiveness of certain tenant responsibilities under the lease and the landlord entity’s forgiveness of the remaining rent amounts then owed. As of December 31, 2021 the unpaid tenant improvement allowance was fully reserved in the Company's consolidated balance sheet. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements and notes to the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, its majority‑owned subsidiaries and VIEs for which the Company is the primary beneficiary. |
Consolidation | All intercompany accounts and transactions have been eliminated in consolidation.The Company is required to consolidate entities deemed to be VIEs in which the Company is the primary beneficiary. The Company is considered to be the primary beneficiary of a VIE when the Company has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.JapanCo, WeCap Manager, WeCap Holdings Partnership and LatamCo (each as defined and discussed in Note 7) are the Company's only consolidated VIEs as of December 31, 2021. A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income in the consolidated statements of comprehensive loss, is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company's convertible preferred stock and noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the control of the Company are classified outside of permanent equity. As it was not probable that the remaining convertible preferred stock and noncontrolling interest would become redeemable during the period in which redeemable features upon the occurrence of an event that is not solely within the control of the Company existed, no remeasurement was required. See Note 7 for further discussion of the elimination of redemption features upon the Business Combination. The Company's noncontrolling interests that have redemption features within the Company's control are classified within permanent equity and are described further below. The redemption value of the WeWork Partnerships Profits Interest Units (as discussed in Note 21) are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company, whereby the intrinsic value (per-unit fair value of the Company is greater than the per-unit distribution threshold) will be reflected as noncontrolling interests in the equity section of the consolidated balance sheets with a corresponding entry to additional paid-in-capital. The intrinsic value of the WeWork Partnership Profits Interests will be remeasured each period until the WeWork Partnerships Profits Interest Units are converted to shares or cash. The Company's other noncontrolling interests represent substantive profit-sharing arrangements and profits and losses are attributed to the controlling and noncontrolling interests using the hypothetical-liquidation-at-book-value method. |
Segments | The Company operates as a single operating segment. |
Use of Estimates | Use of Estimates — The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting periods. Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. Since December 2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has become a global pandemic. Authorities in jurisdictions where our locations are located have at times issued stay-at-home orders, restrictions on certain activities such as travel and on the types of businesses that may continue to operate. As the pandemic has adversely affected and may continue to adversely affect our revenues and expenditures, the extent and duration of these restrictions and overall macroeconomic impact of the pandemic will have an effect on estimates used in the preparation of financial statements. This includes the net operating income assumptions in our long-lived asset impairment testing, the ultimate collectability of accounts receivable due to the effects of COVID-19 on the financial position of our members, the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and our assessment of our ability to continue to meet our obligations as they come due. Our liquidity forecasts are based upon continued execution of the Company’s operational restructuring program and also includes management's best estimate of the impact that the COVID-19 pandemic, including the Delta, Omicron, or other variants, may continue to have on our business and our liquidity needs; however, the extent to which our future results and liquidity needs are further affected by the continued impact of the COVID-19 pandemic will largely depend on the continued duration of closures, and delays in location openings, the success of ongoing vaccination efforts, the effect on demand for our memberships, any permanent shifts in working from home, how quickly we can resume normal operations and our ongoing lease negotiations with our landlords, among others. We believe continued execution of our operational restructuring program and our current liquidity position will be sufficient to help us mitigate the continued near-term uncertainty associated with COVID-19, however our assessment assumes a continued recovery in our revenues and occupancy that began in the second half of 2021 with a gradual return toward pre-COVID levels. If we do not experience a recovery consistent with our projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance we will be successful in securing the additional capital infusions if needed. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid marketable securities with original maturities of three months or less at the time of purchase. Cash equivalents are presented at cost, which approximates fair value. |
Restricted Cash | Restricted Cash - Restricted cash consists primarily of amounts provided to banks to secure letters of credit issued under certain of the Company’s credit agreements as required by various leases. Transfers between restricted and unrestricted cash accounts are not reported within the statements of cash flows. Only restricted cash receipts or payments from restricted cash directly to third parties are reported in the statements of cash flows as either an operating, investing or financing activity, depending on the nature of the transaction. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts — In accordance with ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), management determines an allowance that reflects its best estimate of the accounts receivable due from members, related parties, landlords and others that it expects will not be collected. Management considers many factors in considering its reserve with respect to these accounts receivable, including historical data, experience, creditworthiness, income trends, as well as current and forward looking conditions. Recorded liabilities associated with members’ service retainers are also considered when estimating the allowance for doubtful accounts as we have the contractual right to apply members' service retainers to outstanding receivables. |
Property and Equipment | Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. A variety of costs are incurred in the construction of leasehold improvements including development costs, construction costs, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company capitalizes costs until a project is substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. Subsequent expenditures that extend the useful life of an asset are also capitalized. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvements or the remaining term of the lease using the straight‑line method. Furniture and equipment are depreciated over three |
Business Combinations and Contingent Consideration | Business Combinations — We include the financial results of businesses that we acquire from the date of acquisition. We determine the fair value of assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. There were no acquisitions during the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, the Company released acquisition holdbacks of $39.7 million of cash, $2.4 million of preferred stock, representing 26,716 shares of Series AP-4 Preferred Stock, and $0.2 million of common stock, representing 106,775 shares of Class A Common Stock relating to acquisitions following the satisfaction of requirements per the terms of the relevant acquisition agreements. Transaction costs associated with business combinations are expensed as incurred, and are included in selling, general and administrative expenses in our consolidated statements of operations. During the years ended December 31, 2021 and 2020, the Company did not incur any transaction costs relating to acquisitions. During the year ended December 31, 2019 the Company incurred transaction costs relating to acquisitions totaling $9.8 million. See Note 3 for details on transaction costs recognized in connection with the Business Combination. Contingent Consideration — The fair value measurements of contingent consideration liabilities established in connection with business combinations are determined as of the acquisition date based on significant unobservable inputs, including the discount rate, the price of the Company's stock, estimated probabilities and timing of achieving specified milestones and the estimated amount of future sales. Contingent consideration liabilities are remeasured to fair value at each subsequent reporting date until the related contingency is resolved. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of these inputs. Changes to the inputs described above could have a material impact on the Company's financial position and results of operations in any given period. |
Goodwill | Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired less liabilities assumed in connection with the acquisition. Goodwill is not amortized, but instead is tested for impairment at least annually in the fourth quarter of each year as of October 1 at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying |
Intangible Assets, net | Intangible Assets, net — The Company capitalizes purchased software and computer software development costs for internal use when the amounts have a useful life or contractual term greater than twelve months. Purchased software consists of software products and licenses which are amortized over the lesser of their estimated useful life or the contractual term. Internally developed software costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external direct costs of the development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of substantially all testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Internal use software is amortized on a straight‑line basis over its estimated useful life, generally three years. Maintenance and training costs are expensed as incurred. Acquired intangible assets are carried at cost and finite-lived intangible asset are amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The initial estimated useful life of the Company's finite-lived intangible assets range from one year to ten years. |
Impairment of Long-Lived Assets and Assets Held for Sale | Impairment of Long‑Lived Assets — Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. During the years ended December 31, 2021, 2020 and 2019, the Company recorded none, $3.1 million and $63.1 million, respectively, in routine impairment charges and property and equipment write-offs relating to excess, obsolete or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business. These impairment charges are included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. In connection with operational restructuring program described in Note 4 and related changes in the Company's leasing plans and planned or completed disposition of certain non-core operations, as well as the impact to the Company's business as a result of COVID-19, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other assets. These non-routine charges totaled $870.0 million, $1,355.9 million and $335.0 million during the years ended December 31, 2021, 2020 and 2019, respectively, and are included as impairment/(gain on sale) of goodwill, intangibles and other assets in the accompanying consolidated statements of operations. Assets Held for Sale — The Company classifies an asset (or assets to be disposed of together as a group) as held for sale when management, having the authority to approve the action, commits to a plan to sell the assets, the assets are available for immediate sale in their present condition, subject only to terms that are usual and customary for sales of such assets, an active program to locate a buyer and other actions required to complete the plan to sell have been initiated and it is probable the transfer of the assets are expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the assets beyond one year. Prior period balances are not reclassified. Assets classified as held for sale are being actively marketed for sale at a price that is reasonable in relation to their current fair value and actions required to complete the sale plan indicate it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale and the related liabilities directly associated with those that will be transferred in that transaction are initially measured at the lower of their carrying value or fair value less any costs to sell and depreciation and amortization expense is no longer recorded. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. The fair value of assets held for sale less any costs to sell is assessed each reporting period they remain classified as held for sale and any subsequent changes are reported as an adjustment to the carrying amount of the assets, as long as the adjusted carrying amount does not exceed the carrying amount of the assets at the time it was initially classified as held for sale. Gains are not recognized on the sale of an asset until the date of sale. |
Deferred Financing Costs | Deferred Financing Costs — |
Income Taxes | Income Taxes — The Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the tax rates are enacted. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The Company has elected to recognize earnings of foreign affiliates that are determined to be global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years. |
Revenue Recognition | Revenue Recognition — For revenue contracts which do not qualify as leases in accordance with ASC 842, Leases ("ASC 842") the Company recognizes revenue under the five-step model required under Accounting Standard Codification ("ASC") No. 606, Revenue from Contracts with Customers ("ASC 606"), which requires the Company to identify the relevant contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations identified and recognize revenue when (or as) each performance obligation is satisfied. The Company’s primary revenue categories, related performance obligations and associated recognition patterns are as follows: Membership and Service Revenue — The Company sells memberships to individuals and organizations that provide access to office space, use of a shared internet connection, access to certain facilities (kitchen, common areas, etc.), a monthly allowance of conference room reservation hours, printing and copying and access to the WeWork mobile application. The price of each membership is based on factors such as the particular characteristics of the workspace occupied by the member, the geographic location of the workspace and the size of the workspace. The membership contracts may contain renewal options that may be exercised at the discretion of the member to extend the term beyond the initial term. All services included in a monthly membership allowance that remain unused at the end of a given month expire. Membership revenue consists primarily of fees from members, net of discounts for the access to office space provided. The majority of the Company's membership contracts are accounted for as revenue in accordance with ASC 606 and are recognized over time, evenly on a ratable basis, over the life of the agreement, as services are provided and the performance obligation is satisfied. Certain of the Company's membership contracts with its members related to “configured” workspaces which meet the definition of operating leases under ASC 842. The Company has elected not to separate non-lease components from lease components for all membership agreements with configured workspaces. The rental revenue recognized under ASC 842 is recognized evenly on a ratable basis over the term of the arrangement, consistent with the revenue recognition pattern for the membership services arrangements accounted for under ASC 606. We have also elected the practical expedient for our membership contracts accounted for under ASC 842 to exclude sales and use taxes and value added taxes we collect from members from consideration in the contract and from variable payments not included in the consideration in the contract. We recognize property taxes that we pay directly to taxing authorities and any reimbursement for such taxes from our members on a gross basis. Service revenue consists of additional billings to members for the ancillary services they may access through their memberships in excess of monthly allowances included in membership revenue, commissions earned by the Company on various services and benefits provided to our members and management fee income for services provided to Unconsolidated Locations subject to joint venture or other management arrangements, which as of December 31, 2021 included locations in India ("IndiaCo"), Greater China (as defined in Note 7 ("ChinaCo")), Greater Latin American territory (as defined in Note 7 ("LatamCo")), and Israel. Members may elect whether they want to add-on additional services at the inception of their agreement. Additional fees for add-on services are included in the transaction price when elected by the member. To the extent a member elects an add-on service subsequent to the commencement of a commitment period, the additional add-on fee will be added to transaction price at that point in time. The Company's individual locations may include a combination of membership contracts for which revenue is recognized in accordance with ASC 606 and ASC 842 and the location operating expenses are incurred for the location as a whole and not segregated by individual member spaces and as a result, when evaluating the cost of services for membership and service revenue, both contract types are combined to evaluate the gross profit or performance of an individual location. Other Revenue — Other revenue includes revenue generated from various other offerings and business lines, not directly related to the revenue we earn under our membership agreements through which we provide space-as-a-service. Other revenue primarily includes design and development services, tuition for education programs, software and other subscription revenue, income generated from sponsorships and ticket sales from WeWork branded events and management and advisory fees earned. Design and development services performed are recognized as revenue over time based on a percentage of contract costs incurred to date compared to the total estimated contract cost. The Company identifies only the specific costs incurred which contribute to the Company’s progress in satisfying the performance obligation. Contracts are generally segmented between types of services, such as consulting contracts, design and construction contracts, and operate contracts. Revenues related to each respective type of contract are recognized as or when the respective performance obligations are satisfied. When total cost estimates for these types of arrangements exceed revenues in a fixed-price arrangement, the estimated losses are recognized immediately. The Company performs ongoing profitability analyses of its design and build services contracts accounted for using a cost-to-cost measure of progress in order to determine the accuracy of the latest estimates of revenues, costs and profit margins. Changes to total contract revenue, and estimated cost or losses, if any, are recognized on a cumulative catch-up basis in the period in which they are determined and may result in increases or decreases in revenues or costs. Significant judgment is required when estimating total cost including future labor and expected efficiencies, as well as whether a loss is expected to be incurred on the project. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. If the costs are recoverable, contract costs are capitalized and amortized over time consistent with the transfer of the services to which the asset relates. Income generated from sponsorships and ticket sales from WeWork branded events are recognized upon the occurrence of the event. Other revenues are generally recognized over time, on a monthly basis, as the services are performed. Billing terms and conditions generally vary by contract category. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., upfront, monthly or quarterly) or upon achievement of contractual milestones. For most of our standard memberships which are typically invoiced monthly, our payment terms are immediate. In most cases where timing of revenue recognition significantly differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company elects the financing component practical expedient and does not adjust the promised amount of consideration in contracts where the time between cash collection and performance is less than one year. Members’ Service Retainers — Prior to moving into an office, members are generally required to provide the Company with a service retainer as detailed in their membership agreement. In the event of non-payment of membership or other fees by a member, pursuant to the terms of the membership agreements, the amount of the service retainer may be applied against the member’s unpaid balance. The Company recognizes members' service retainers as a liability as the Company expects to refund some or all of that consideration to the member. Contract Assets and Receivables — The Company classifies the right to consideration in exchange for solutions or services provided to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. Contracts that contain both contract assets and liabilities are recorded on a net basis. Contract assets that are expected to be billed beyond the next 12 months are considered long-term contract assets and included in other assets. Deferred Revenue — Deferred revenue represents collections from customers for which revenue has not been recognized to date. Deferred revenue is classified as a current liability as it is expected to be recognized as revenue within the next twelve months. Assets Recognized from the Costs to Obtain a Contract with a Customer — Incremental costs (e.g., member referral fees and certain sales incentive compensation) of obtaining a contract are capitalized and amortized into expense on a straight-line basis over the underlying contract period if the Company expects to recover those costs. The incremental costs of obtaining a contract include only those costs the Company incurs to obtain a contract that it would not have incurred if the contract had not been obtained. The costs associated with significant member referral fees are amortized over the underlying contract period, even if the contract term is less than twelve months. |
Leasing Arrangements | Leasing Arrangements — The Company accounts for its leasing arrangements in accordance with ASC 842. The Company has a significant portfolio of real estate leases entered into in connection with operating its business. The Company also leases certain equipment and has service contracts, including warehouse agreements, where we control identified assets, such as warehouse space, and therefore these arrangements represent embedded leases under ASC 842. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less from being recognized on the balance sheet. Short-term leases primarily relate to leases of office equipment and are not significant in comparison to the Company’s overall real estate portfolio. Payments related to those leases are recognized in the consolidated statement of operations on a straight-line basis over the lease term. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to the fixed lease payments. The commencement date is the date the Company takes initial possession or control of the leased premise or asset, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company utilized a model consistent with the credit quality for its outstanding debt instruments to estimate its specific incremental borrowing rates that align with applicable lease terms. Non-cancelable lease terms for most of the Company's real estate leases typically range between 10-20 years and may also provide for renewal options. Renewal options are typically solely at the Company’s discretion and are only included within the lease obligation and right-of-use asset when the Company is reasonably certain that the renewal options would be exercised. The Company’s leases may include base rent payments and rent payments that include escalation terms on the amount of base rent which may vary by market with examples including fixed-rent escalations or escalations based on an inflation index or other market adjustments. Variable lease payments that depend on an index or rate are included in lease payments and are measured using the prevailing index or rate at lease inception or the measurement date. Changes to the index or rate are recognized in the period of change. Most leases require the Company to pay common area maintenance, real estate taxes and other similar costs. Common area maintenance is considered a non-lease component whereas real estate taxes are not components of a lease as defined in ASC 842. The Company has elected not to separate non-lease components from lease components for all asset classes in our real estate portfolio. To the extent that such costs represent non-lease components and payments are fixed in the lease agreement, those costs are included in the lease payments used to calculate the lease obligation and are included within the total lease cost recognized on a straight-line basis over the lease term. The Company expends cash for leasehold improvements and to build out and equip its leased locations. Generally, a portion of the cost of leasehold improvements is reimbursed to us by our landlords as a tenant improvement allowance. The Company may also receive a broker commission from the lessor for its role in identifying and negotiating certain of the Company’s leases. The Company recognizes lease incentives receivable relating to tenant improvement allowances and broker commissions receivable for its role in negotiating the Company’s leases, as a reduction of fixed lease payments at the lease commencement date, reducing the initial measurement of the lease obligation and right-of-use asset. The Company considers lease incentive receivables to represent a fixed future receipt due from the landlord, as our practice and intent is to spend up to or more than the full amount of the tenant improvement allowance that is contractually provided under the terms of the contract as well as to collect any broker commission fees contractually due to the Company after lease commencement. The lease obligation recorded on the Company's balance sheet will increase as the Company receives collections on its lease incentives receivable that were included as a component of the total lease obligation at lease commencement. The Company also incurs certain costs in connection with obtaining or modifying a lease. Initial direct costs, or incremental costs of a lease that would not have been incurred if the lease had not been obtained, are included in the initial and subsequent measurement of the right-of-use asset and amortized ratably over the lease term as part of the total lease cost. Costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as fixed employee salaries are not initial direct costs and are expensed as incurred. The Company evaluates its right-of-use assets for impairment consistent with our property and equipment policy disclosure described above. Operating Lease Cost — In addition to base rent, a large majority of the Company’s lease agreements contain provisions for free rent periods, rent escalations, common area maintenance charges, real estate tax reimbursements, tenant improvement allowances and brokerage commissions received by the Company for negotiating the Company’s lease. These costs, or benefits in the case of the lease incentives due to the Company, are all considered a component of the total lease cost. For leases that qualify as operating leases, the Company recognizes the associated fixed lease cost on a straight-line basis over the term of the lease beginning on the date of initial possession, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Cash payments made to landlords reduce the Company's total lease obligation while the accretion of the lease obligation using the effective interest rate method, increases the liability over time. The difference between the total lease cost expensed on a straight-line basis and the accretion of the lease obligation over time using the effective interest rate method is recognized as a reduction to the lease right-of-use asset, net on the accompanying balance sheet. Variable lease cost includes any contingent rent payments based on percentages of revenue or other profitability metrics as defined in the lease, common area maintenance, the Company's share of real estate taxes, or similar charges that are variable in nature. Variable lease costs are not included as lease payments in the calculation of the lease obligation and are included in variable lease costs as incurred and when probable. All cash payments for lease costs and cash receipts for lease incentives are included within operating activities in the statements of cash flows. Finance Lease Cost — For leases that qualify as a finance lease, the right-of-use assets related to finance lease obligations are recorded in property and equipment as finance lease assets and are depreciated over the shorter of the estimated useful life or the lease term and the expense is included as a component of depreciation and amortization expense on the accompanying consolidated statements of operations. Payments made under finance leases are allocated between a reduction of the lease obligation and interest expense using the effective interest method. In the statements of cash flows, cash payments associated with finance leases are allocated between financing cash flows, for the portion related to the reduction of the lease obligation, and operating cash flows for the portion representing interest expense. Lease Modifications/Termination Fees — When a lease is modified, the lease liability and right-of-use asset is remeasured as of the effective date based on the reassessed remaining lease payments and prevailing incremental borrowing rate. Where the modification relates to a termination of the lease where the new expiration date is in a future period, any termination fees to be paid out are included in the remaining lease payments and are recognized over the remaining lease term. Where a lease is terminated and the effective date is immediate, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. A termination penalty paid or received upon termination that was not already included in lease payments is included in the gain or loss on termination and recognized in restructuring and other related costs on the consolidated statement of operations. COVID-19 Related Concessions — The Company recognizes short-term COVID-19 related concessions or deferrals provided to our members whose contracts qualify as a lease in accordance with ASC 842, Leases as if it were contemplated in the existing contract and member concessions and deferrals that are expected to extend greater than 12 months or change the other terms of member leases are treated as modifications. The Company recognizes short-term COVID-19 related rent concessions received from our landlords as variable lease expense and short-term lease deferrals as if there is no change in the contract. COVID-19 related concessions and deferrals that are expected to extend greater than 12 months or change the other terms in the lease are treated as modifications and a full re-valuation of the right-of-use asset and liability is performed. |
Location Operating Expenses | Location Operating Expenses — Location operating expenses are expensed as incurred and relate only to WeWork and WeLive locations that are open for member operations. The primary components of location operating expenses are real estate operating lease cost such as base rent and tenancy costs including the Company’s share of real estate and related taxes and common area maintenance charges, personnel and related expenses, stock-based compensation expense, building operational costs such as utilities, maintenance and cleaning, insurance costs, office expenses such as telephone, internet and printing costs, security expenses, parking expense, credit card processing fees, building events, food and other consumables, and other costs of operating our workspace locations. Employee compensation costs included in location operating expenses relate to the salaries, bonuses and benefits relating to the teams managing our community operations on a daily basis including facilities management. Sales incentive bonuses are also paid to employees as a means of compensating the community team members responsible for location level sales and member retention efforts. |
Pre-opening Location Expenses | Pre-opening Location Expenses — Pre-opening location expenses are expensed as incurred and consist of expenses incurred before a workspace location opens for member operations. Pre-opening location expenses also consist of expenses incurred during the period in which a workspace location has been closed for member operations and all members have been relocated to a new workspace location, prior to management's decision to enter negotiations to terminate a lease. The primary components of pre-opening location expenses are real estate operating lease cost such as base rent and tenancy costs including the Company’s share of real estate and related taxes and common area maintenance charges, utilities, cleaning, personnel and related expenses, and other costs incurred prior to generating revenue. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Selling, general and administrative expenses are expensed as incurred and consist primarily of personnel and stock-based compensation related to corporate employees, member referral fees, technology, professional services including but not limited to legal and consulting, lease costs for our corporate offices and various other costs we incur to manage and support our business, advertising, public affairs and costs related to strategic events. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $43.0 million, $72.2 million and $137.6 million, respectively, of advertising expenses. Selling, general and administrative expenses also includes cost of revenue in the amount of $91.3 million, $248.8 million and $384.7 million during the years ended December 31, 2021, 2020 and 2019, respectively, excluding depreciation and amortization of none, $0.2 million and $14.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, in connection with our Powered by We on-site office design, development and management solutions and costs of providing various other products and services not directly related to the Company’s core space-as-a-service offerings, including but not limited to the products and services offered by Meetup, Inc., Flatiron School, Inc., Conductor, Inc. and Managed by Q Inc. in the periods prior to their disposition as described in Note 4. Also included are corporate design, development, warehousing, logistics and real estate costs and expenses incurred researching and pursuing new markets, solutions and services, and other expenses related to the Company’s growth and global expansion incurred during periods when the Company was focused on expansion. These costs include non-capitalized personnel and related expenses for our development, design, product, research, real estate, growth talent acquisition, mergers and acquisitions, legal, technology research and development teams and related professional fees and other expenses incurred such as growth related recruiting fees, employee relocation costs, due diligence, integration costs, transaction costs, contingent consideration fair value adjustments relating to acquisitions, write-off of previously capitalized costs for which the Company is no longer moving forward with the lease or project and other routine asset impairments and write-offs. |
Restructuring and Other Related Costs | Restructuring and Other Related Costs — Costs that are incurred or will be incurred in connection with a plan of action that will materially change the scope of business or the manner in which a business is conducted are recorded in accordance with ASC 420, Exit or Disposal Cost Obligations . Certain costs associated with the Company's operational restructuring described in Note 4, including employee termination benefits provided to employees that will be or have been involuntarily terminated, contract termination costs, other exit costs and costs related to ceased use buildings, are accounted for under ASC 420 and are recognized as expense when management has committed to a plan, the plan is sufficiently detailed in order to estimate the costs, it is unlikely the plan will significantly change, and the plan has been communicated or notice has been given. |
Stock-Based Compensation | Stock‑Based Compensation — Stock‑based compensation expense attributable to equity awards granted to employees and non-employees is measured at the grant date based on the fair value of the award. For employee awards, the expense is recognized on a straight-line basis over the requisite service period for awards that actually vest, which is generally the period from the grant date to the end of the vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided. The Company generally estimates the fair value of stock option awards granted using the Black‑Scholes‑Merton option‑pricing formula (the “Black-Scholes Model”) and a single option award approach. This model requires various significant judgmental assumptions in order to derive a final fair value determination for each type of award, including the expected term, expected volatility, expected dividend yield, risk-free interest rate, and fair value of the Company’s stock on the date of grant. The expected option term for options granted is calculated using the “simplified method”. This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is based on similar entities whose stock prices are publicly traded. The Company uses the historical volatilities of similar entities due to the lack of sufficient historical data for the Company’s common stock price. Dividend yields are based on the Company’s history and expected future actions. The risk‑free interest rate is based on the yield curve of a zero‑coupon U.S. Treasury bond on the date the stock option award was granted with a maturity equal to the expected term of the stock option award. All grants of stock options generally have an exercise price equal to or greater than the fair market value of the Company’s common stock on the date of grant. In situations where the exercise price of a stock option is greater than the fair market value of the Company's common stock on the date of grant, the Company estimates the fair value of stock option awards granted using the binomial model. The binomial model incorporates assumptions regarding anticipated employee exercise behavior, expected stock price volatility, dividend yield and risk-free interest rate. Anticipated employee exercise behavior and expected post-vesting cancellations over the contractual term used in the binomial model are primarily based on historical exercise patterns. These historical exercise patterns indicate that exercise behavior between employee groups is not significantly different. For our expected stock price volatility assumption, the Company weights historical volatility and implied volatility and uses daily observations for historical volatility, while our implied volatility assumptions are based on actively traded options related to our common stock. The expected term is derived from the binomial model, based on assumptions incorporated into the binomial model as described above. The Company estimated the fair value of the WeWork Partnerships Profits Interest Units awards in connection with the modification of the original stock options using the Hull-White model and a binomial lattice model in order to apply appropriate weight and consideration of the associated distribution threshold and catch-up base amount. The Hull-White model requires similar judgmental assumptions as the Black-Scholes Model used for valuing the Company's options. Prior to the consummation of the Business Combination, during the periods in which the Company was privately held and there was no public market for our stock, the fair value of the Company’s equity is approved by the Company’s Board of Directors or the Compensation Committee thereof as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers factors it believes are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, economic and market conditions, and estimates of weighted average cost of capital. The Company believes the combination of these factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. Subsequent to executing the Merger Agreement and through the Business Combination, we determined the value of our common stock based on the observable daily closing price of BXAC's stock (ticker symbol "BOWX") multiplied by the exchange ratio in effect for such transaction date. Subsequent to the Business Combination, we determined the value of our common stock based on the observable daily closing price of WeWork's stock (ticker symbol "WE"). The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. For awards subject to performance conditions, no compensation cost will be recognized before the performance condition is probable of being achieved. Recognition of any compensation expense relating to stock grants that vest contingent on an initial public offering or “Acquisition” (as defined in the 2015 Plan detailed in Note 21) was deferred until consummation of such initial public offering or Acquisition. These performance-based vesting conditions (based upon the occurrence of a liquidity event (as defined in the 2015 Plan and related award agreements) were deemed satisfied upon the closing of the Business Combination. |
Treasury Stock | Treasury Stock — Repurchases of shares of common stock are recorded at cost as a reduction of shareholders' equity. The Company uses the weighted-average purchase cost to determine the cost of treasury stock that is reissued. At reissuance the Company recognizes any gains and losses in additional paid-in capital. |
Equity Method and Other Investments | Equity Method and Other Investments — The Company accounts for equity investments under the equity method of accounting when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. When the requirements for consolidation and significant influence are not met, the Company also uses the equity method of accounting to account for investments in limited partnerships and investments in limited liability companies that maintain specific ownership accounts unless the Company’s interest is so minor that the Company has virtually no influence over partnership operating and financial policies. Equity method investments are initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss and cash contributions and distributions and are included in equity method and other investments in the accompanying consolidated balance sheets. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income. For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Certain of the Company’s investments in convertible notes are designated as available-for-sale debt securities and remeasured at fair value, with net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss). Interest income is accrued and reported within interest income on the consolidated statements of operations. When the fair value of an available-for-sale (“AFS”) security is less than its amortized cost, the security is considered impaired. On a quarterly basis, the Company evaluates whether declines in fair value below amortized cost are due to expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Allowance for credit losses on AFS debt securities are recognized in our consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders’ equity. Prior to adoption, the Company evaluated its securities for other-than-temporary impairment (“OTTI”). If the Company intended to sell an impaired security, or it is more-likely-than-not that the Company would be required to sell an impaired security before its anticipated recovery, then the Company recognized an OTTI through a charge to earnings equal to the entire difference between the investment’s amortized cost and its fair value at the measurement date. If the Company did not intend to sell an impaired security and it was not more-likely-than-not that it would be required to sell an impaired security before recovery, the Company must further evaluate the security for impairment due to credit losses. The credit component of OTTI was recognized in earnings and the remaining component is recorded as a component of other comprehensive income. Following the recognition of an OTTI through earnings, a new amortized cost basis is established for the security. Subsequent differences between the new amortized cost basis and cash flows expected to be collected were accreted into income over the remaining life of the security as an adjustment to yield. |
Foreign Currency | Foreign Currency — The U.S. dollar is the functional currency of the Company’s consolidated and unconsolidated entities operating in the United States. For the Company’s consolidated and unconsolidated entities operating outside of the United States, the Company generally assigns the relevant local currency as the functional currency as the local currency is generally the principal currency of the economic environment in which the foreign entity primarily generates and expends cash. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates in effect at the end of each period. Gains and losses from these remeasurements are recognized in foreign currency gain (loss) on the accompanying consolidated statements of operations. Foreign currency transactions for the years ended December 31, 2021, 2020 and 2019, relate primarily to intercompany transactions that are not of a long-term investment nature. At each balance sheet reporting date, the Company translates the assets and liabilities of its non-U.S. dollar functional currency entities into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these entities are translated using rates that approximate those in effect during the period. Gains and losses from these translations are reported within accumulated other comprehensive income (loss) as a component of equity. |
Fair Value Measurements | Fair Value Measurements — The Company applies fair value accounting for all financial assets and liabilities and certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring and nonrecurring basis. Assets and liabilities measured at fair value every reporting period include investments in cash equivalents, available-for-sale debt securities, certain embedded derivatives requiring bifurcation, certain warrants issued classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and contingent consideration liabilities relating to business combinations. Other assets and liabilities are subject to fair value measurements only in certain circumstances, including purchase accounting applied to assets and liabilities acquired in a business combination, impaired cost and equity method investments and long-lived assets that are written down to fair value when they are impaired. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company assumes the highest and best use of non-financial assets by market participants and the market-based risk measurements or assumptions that market participants would use in pricing assets or liabilities, such as inherent risk, transfer restrictions and credit risk. Assets and liabilities are classified using a fair value hierarchy, which prioritizes the inputs used to measure fair value according to three levels, and bases the categorization of fair value measurements within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the assets or liabilities or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs that the Company incorporates in its valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13, along with subsequently issued updates and amendments, changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. Additionally, a subset of the guidance applies to available-for-sale debt securities. The Company adopted ASU 2016-13 on January 1, 2020, on a modified retrospective basis, with a cumulative-effect adjustment to the opening balance of retained earnings of $0.2 million. Our primary financial instruments in-scope for ASU 2016-13 are accounts receivable, accrued revenue, contract assets and available-for-sale debt securities. Contract assets are included within other current assets and other assets on the consolidated balance sheet. Given the short-term nature of the receivables and minimal expected credit losses, the adoption of this guidance did not have a material impact on the Company's consolidated balance sheet, consolidated statements of operations or consolidated statements of cash flows. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities ("ASU 2018-17"). ASU No. 2018-17 amends the guidance for determining whether a decision-making fee is a variable interest and requires organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety. The Company adopted ASU 2018-17 on January 1, 2020 and the adoption of this guidance did not have a material impact on the Company's consolidated balance sheet, consolidated statements of operations or consolidated statements of cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted ASU 2019-12 as of January 1, 2021, which did not have a material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2020-06 Update adds a disclosure objective and certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument’s terms and features, by reducing the number of models used to account for convertible instruments, amending diluted earnings per share (EPS) calculations for convertible instruments, and amending the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company anticipates that the adoption of ASU 2020-06 will not have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)-Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2021-08 is effective for public entities for fiscal years beginning after December 15, 2022, including applicable interim periods. The Company anticipates that the adoption of ASU 2021-08 will not have a material impact on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)-Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). ASU 2021-10 requires certain annual |
Reverse Recapitalization and _2
Reverse Recapitalization and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Common stock issued following the Business Combination | The number of shares of common stock issued immediately following the Business Combination was as follows: Number of Shares Class A Class C Legacy WeWork Stockholders 559,124,587 19,938,089 Legacy BowX Sponsor & Sponsor Persons 9,075,000 — Legacy BowX Public Stockholders 33,293,214 — PIPE Investors 80,000,000 — Backstop Investor 15,000,000 — Total 696,492,801 19,938,089 |
Restructuring, Impairments an_2
Restructuring, Impairments and Gains on Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Details of restructuring and other related costs | The details of these net charges are as follows: Year Ended (Amounts in thousands) 2021 2020 2019 Employee terminations (1) $ 558,469 $ 191,582 $ 139,330 Ceased use buildings 140,202 — — Gains on lease terminations, net (311,230) (37,354) 3,162 Consulting Fees — — 185,000 Other, net 46,370 52,475 1,729 Total $ 433,811 $ 206,703 $ 329,221 (1) In connection with the Settlement Agreement, as described in Note 24, SBG purchased 24,901,342 shares of Class B Common Stock of the Company from We Holdings LLC, which is Mr. Neumann's affiliated investment vehicle, for a price per share of $23.23 , representing an aggregate purchase price of approximately $578.4 million. The Company recorded $428.3 million of restructuring and other related costs in its consolidated statement of operations for the year ended December 31, 2021, which represents the excess between the amount paid from a principal shareholder of the Company to We Holding LLC and th e fair value of the stock purchased. Also, in connection with the Settlement Agreement the WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested and were amended to have a catch-up base amount of $0. The per unit distribution thresholds for the WeWork Partnerships Profits Interest Units were also amended to initially be $10.00 and may be subject to upward adjustment based on a third party valuation of fair market value and may be subject to downward adjustment based on closing date pricing if a de-SPAC or initial public offering were to occur. WeWork Inc. has received a third party valuation of fair market value of the WeWork Partnerships Profits Interest Units, which confirmed that no upward adjustment is needed to be $10.00 per unit distribution threshold. As a result of this modification, the Company recorde d $102.0 million of restructuring and other related costs in its consolidated statement of operations for the year ended December 31, 2021 |
Reconciliation of beginning and ending restructuring liability balances | A reconciliation of the beginning and ending restructuring liability balances is as follows: Employee Termination Benefits Legal Settlement Benefits (1) Other Total Restructuring Costs (Amounts in thousands) Restructuring liability balance — January 1, 2021 $ 16,119 $ — $ 12,756 $ 28,875 Restructuring and other related costs expensed during the period 28,198 530,271 (124,658) 433,811 Cash payments of restructuring liabilities, net (2) (38,060) — (386,133) (424,193) Non-cash impact — primarily asset and liability write-offs and stock-based compensation (1,474) (530,271) 571,988 40,243 Restructuring liability balance — December 31, 2021 $ 4,783 $ — $ 73,953 $ 78,736 (1) For further details on the costs in connection with the Settlement Agreement recorded in restructuring and other related costs for the year ended December 31, 2021, see Note 1 to the preceding table. (2) Includes cash payments received from the landlord for terminated leases of $18.0 million for the year ended December 31, 2021 . Employee Termination Benefits Legal Settlement Benefits Other Total Restructuring Costs (Amounts in thousands) Restructuring liability balance — January 1, 2020 $ 89,872 $ — $ 1,497 $ 91,369 Restructuring and other related costs expensed during the period 191,582 — 15,121 206,703 Cash payments of restructuring liabilities (254,456) — (124,738) (379,194) Non-cash impact — primarily asset and liability write-offs and stock-based compensation (10,879) — 120,876 109,997 Restructuring liability balance — December 31, 2020 $ 16,119 $ — $ 12,756 $ 28,875 |
Non-routine gains and impairment charges | The details of these net charges are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Impairment and write-off of long-lived assets associated with restructuring $ 753,733 $ 796,734 $ 66,187 Impairment of long-lived assets primarily associated with COVID-19 117,085 345,034 — Impairment of goodwill — — 214,515 Impairment of intangible assets — — 51,789 Loss on ChinaCo Deconsolidation (See Note 7) — 153,045 — Impairment of assets held for sale — 120,273 2,559 Gain on sale of assets (816) (59,165) (44) Total $ 870,002 $ 1,355,921 $ 335,006 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses | Prepaid expenses consists of the following: December 31, (Amounts in thousands) 2021 2020 Prepaid member referral fees and deferred sales incentive compensation (Note 16) $ 51,629 $ 31,617 Prepaid lease cost 39,911 61,232 Prepaid software 21,137 19,981 Other prepaid expenses 66,989 50,013 Total prepaid expenses $ 179,666 $ 162,843 |
Other current assets | Other current assets consists of the following: December 31, (Amounts in thousands) 2021 2020 Net receivable for value added tax (“VAT”) $ 124,306 $ 107,104 Deposits held by landlords 41,004 25,574 Straight-line revenue receivable 30,784 35,418 Disposition proceeds holdback amounts receivable (Note 4 and 7) 5,323 17,500 Deposits on property and equipment 3,828 3,161 Other current assets 32,864 572 Total other current assets $ 238,109 $ 189,329 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net, consists of the following: December 31, (Amounts in thousands) 2021 2020 Leasehold improvements $ 5,959,207 $ 6,671,107 Furniture 769,532 869,057 Equipment 472,629 539,636 Construction in progress 176,714 458,845 Finance lease assets 46,700 48,116 Property and equipment 7,424,782 8,586,761 Less: accumulated depreciation (2,050,557) (1,727,598) Total property and equipment, net $ 5,374,225 $ 6,859,163 |
Consolidated VIEs and Noncont_2
Consolidated VIEs and Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information of consolidated VIEs | The following table includes selected consolidated financial information as of December 31, 2021 and 2020 of our consolidated VIEs, as included in our consolidated financial statements, as of the periods they were considered VIEs and in each case, after intercompany eliminations. December 31, 2021 December 31, 2020 (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE balance sheets information: Cash and cash equivalents $ 101,050 $ 8,493 $ 161,411 $ 5,194 Property and equipment, net 621,365 — 445,599 — Restricted cash 10,000 — 10,000 — Total assets 2,707,505 15,204 2,096,389 13,834 Long-term debt, net 5,697 — 30,638 — Total liabilities 2,367,597 3,234 1,693,267 573 Redeemable stock issued by VIEs 80,000 — 500,000 — Total net assets (3) 259,908 11,970 (96,878) 13,261 The following tables include selected consolidated financial information for the years ended December 31, 2021, 2020, 2019 and of our consolidated VIEs, as included in our consolidated financial statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. Year Ended Year Ended Year Ended (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of operations information: Total Revenue $ 262,270 $ 14,772 $ 497,751 $ 21,169 $ 528,044 $ 13,439 Net income (loss) $ (191,934) $ 1,695 $ (750,472) $ (2,502) $ (776,113) $ (24,747) Year Ended Year Ended Year Ended (Amounts in thousands) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of cash flows information: Net cash provided by (used in) operating activities $ (117,182) $ 4,520 $ (38,259) $ 2,549 $ (108,246) $ 4,247 Net cash used in investing activities (26,740) — (236,971) (573) $ (592,574) $ (826,707) Net cash provided by (used in) financing activities 94,386 (1,217) 73,447 (1,908) $ 292,775 $ 843,312 (1) The “SBG JVs” include ChinaCo, JapanCo, PacificCo, and LatamCo. as of and for the periods that each represented a consolidated VIE. The ChinaCo Deconsolidation occurred on October 2, 2020 and as a result, ChinaCo results and balances are not included above for the period subsequent to deconsolidation. The PacificCo Roll-up occurred on April 17, 2020 and as a result, PacificCo results and balances are not included above for the period subsequent to April 17, 2020. The Company entered into the LatamCo agreement on September 1, 2021 and as a result, LatamCo results and balances are not included above for the period prior to September 1, 2021. The consent of an affiliate of SoftBank Group Capital Limited is required for any dividends to be distributed by JapanCo and LatamCo. As a result, any net assets of JapanCo and LatamCo would be considered restricted net assets to the Company as of December 31, 2021. The net assets of the SBG JVs include preferred stock issued to affiliates of SBG and other investors with aggregate liquidation preferences totaling $580.0 million and $500.0 million as of December 31, 2021 and 2020, respectively, of which $80.0 million and $500.0 million of preferred stock is redeemable upon the occurrence of an event that is not solely within the control of the Company, as of December 31, 2021 and 2020, respectively. The initial issuance price of such redeemable and non-redeemable preferred stock equals the liquidation preference for each share issued. After reducing the net assets of the SBG JVs by the liquidation preference associated with such redeemable preferred stock, the remaining net assets of the SBG JVs is negative as of December 31, 2021 and 2020. Effective on the Closing of the Business Combination (as described in Note 3) the redemption features were eliminated and the noncontrolling interests of JapanCo are reflected in the equity section of the accompanying consolidated balance sheets as of December 31, 2021. (2) For the year ended December 31, 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. For the years ended December 31, 2020 and 2019, "Other VIEs” includes WeCap Manager, WeCap Holdings Partnership, WeWork Waller Creek, 424 Fifth Venture and the Creator Fund in the periods prior to any disposal or deconsolidation as discussed above. (3) Total net assets represents total assets less total liabilities and redeemable stock issued by VIEs after the total assets and total liabilities have both been reduced to remove amounts that eliminate in consolidation. Year Ended (Amounts in thousands) 2021 2020 2019 Revenue $ — $ 206,261 $ 228,537 Location operating expenses — 266,318 290,254 Pre-opening location expenses — 13,465 71,681 Selling, general and administrative expenses — 68,884 85,237 Restructuring and other related costs — (18,660) 6,684 Impairments/(gain on sale) of goodwill, intangibles and other assets — 450,312 — Depreciation and amortization — 39,208 42,257 Total Expenses — 819,527 496,113 Total interest and other income (expense), net — 3,446 (6,443) Net loss $ — $ (609,820) $ (274,019) Net (loss) income attributable to WeWork Inc. $ — $ (62,997) $ 39,072 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill activity | Goodwill includes the following activity during the years ended December 31, 2021 and 2020: Year Ended December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 679,351 $ 698,416 Goodwill sold — (2,652) Measurement period and other adjustments — 3,577 ChinaCo Deconsolidation (Note 7) — (28,692) Effect of foreign currency exchange rate changes (2,017) 8,702 Balance at end of period $ 677,334 $ 679,351 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets | Intangible assets, net consist of the following: December 31, 2021 (Amounts in thousands) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 133,775 $ — $ (80,009) $ 53,766 Other finite-lived intangible assets - customer relationships and other 6.7 17,658 — (14,695) 2,963 Indefinite-lived intangible assets - trademarks 1,863 (1,863) — — Total intangible assets, net $ 153,296 $ (1,863) $ (94,704) $ 56,729 December 31, 2020 (Amounts in thousands) Weighted-Average Remaining Useful Lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software 2.1 $ 103,122 $ (58,496) $ 44,626 Other finite-lived intangible assets - customer relationships and other 7.7 17,670 (14,263) 3,407 Indefinite-lived intangible assets - trademarks 1,863 — 1,863 Total intangible assets, net $ 122,655 $ (72,759) $ 49,896 |
Indefinite-lived intangible assets | Intangible assets, net consist of the following: December 31, 2021 (Amounts in thousands) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 133,775 $ — $ (80,009) $ 53,766 Other finite-lived intangible assets - customer relationships and other 6.7 17,658 — (14,695) 2,963 Indefinite-lived intangible assets - trademarks 1,863 (1,863) — — Total intangible assets, net $ 153,296 $ (1,863) $ (94,704) $ 56,729 December 31, 2020 (Amounts in thousands) Weighted-Average Remaining Useful Lives (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software 2.1 $ 103,122 $ (58,496) $ 44,626 Other finite-lived intangible assets - customer relationships and other 7.7 17,670 (14,263) 3,407 Indefinite-lived intangible assets - trademarks 1,863 — 1,863 Total intangible assets, net $ 122,655 $ (72,759) $ 49,896 |
Future amortization expense | Future amortization expense related to intangible assets as of December 31, 2021 is expected to be as follows: (Amounts in thousands) Total 2022 $ 27,075 2023 18,344 2024 9,679 2025 444 2026 444 2027 and beyond 743 Total $ 56,729 |
Equity Method and Other Inves_2
Equity Method and Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | The Company's investments consist of the following: December 31, 2021 December 31, 2020 (Amounts in thousands, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value WPI Fund (1) Equity method investment $ 92,604 $ 52,805 8% $ 63,301 Investments held by WeCap Holdings Partnership (2) Equity method investments / Note receivable 71,503 74,147 Various 61,688 IndiaCo (3) Investment in convertible notes 34,402 105,248 N/A 49,849 ChinaCo (4) Equity method investment — 29,323 19.7% 29,323 Other (5) Various 1,068 1,066 Various 10,779 Total equity method and other investments $ 199,577 $ 262,589 $ 214,940 (1) In addition to the general partner interest in the WPI Fund held by WeCap Holdings Partnership described above, a wholly owned subsidiary of the WeCap Investment Group also owns an 8% limited partner interest in the WPI Fund. (2) As discussed in Note 7, subsequent to the August 2019 reorganization of the WeCap Investment Group real estate platform, the following investments are investments held by WeCap Holdings Partnership, which are accounted for by the WeCap Holdings Partnership as equity method investments: • "DSQ" — a venture in which WeCap Holdings Partnership owns a 10% equity interest. DSQ owns a commercial real estate portfolio located in London, United Kingdom. The investment balance as of December 31, 2021 also includes a note receivable with an outstanding balance of $43.3 million that accrues interest at a rate of 5.77% and matures in April 2028. • "WPI Fund" — a real estate investment fund in which WeCap Holdings Partnership holds the 0.5% general partner interest. The WPI Fund’s focus is acquiring, developing and managing office assets with current or expected vacancy suitable for WeWork occupancy, currently primarily focusing on opportunities in North America and Europe. • "ARK Master Fund" — an investment fund in which WeCap Holdings Partnership holds the general partner and a limited partner interest totaling 2% of the fund's invested capital. ARK Master Fund invests in real estate and real estate-related investments that it expects could benefit from the Company’s occupancy or involvement or the involvement of the limited partners of the ARK Master Fund. (3) In June 2020, the Company entered into an agreement with WeWork India Management Private Limited (“IndiaCo”), an affiliate of Embassy Property Developments Private Limited (“Embassy”), to subscribe for new convertible debentures to be issued by IndiaCo in an aggregate principal amount of $100.0 million (the "2020 Debentures"). During June 2020, $85.0 million of the principal had been funded, with the remaining $15.0 million to be funded over time based on milestones achieved by IndiaCo. The remaining $15.0 million was funded in April 2021. The 2020 Debentures earn interest at a coupon rate of 12.5% per annum for the 18-month period beginning in June 2020 which then gets reduced to 0.001% per annum and have a maximum term of 10 years. The 2020 Debentures are convertible into equity at the Company’s option after 18 months from June 2020 or upon mutual agreement between the Company, IndiaCo, and Embassy. The Company's investment balance as of December 31, 2021 also includes an aggregate principal amount of approximately $5.5 million in other convertible debentures issued by IndiaCo that earn interest at a coupon rate of 0.001% per annum and have a maximum term of ten years. During the years ended December 31, 2021, 2020 and 2019, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $19.0 million, $43.9 million and none, respectively, included in income (loss) from equity method and other investments. As of December 31, 2021 and 2020, the Company had recorded a liability of none and $7.9 million respectively, included in other current liabilities, relating to the fair value of the credit loss on the forward contract associated with the obligation on the $15.0 million unfunded commitment associated with the 2020 Debentures (the "IndiaCo Forward Liability") with such credit loss also included in income (loss) from equity method and other investments during the years ended December 31, 2021 and 2020. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $(2.4) million, $3.3 million and none, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company will also receive a management fee from IndiaCo. The Company recorded $6.4 million, $2.1 million and $5.5 million of management fee income from IndiaCo during the years ended December 31, 2021, 2020 and 2019, respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying consolidated statements of operations. (4) In October 2020, the Company deconsolidated ChinaCo and its retained 21.6% ordinary share equity method investment was recorded at a fair value of $26.3 million plus capitalized legal cost for a total initial cost basis and carrying value as of December 31, 2020 of $29.3 million. Pursuant to ASC 323-10-35-20, the Company discontinued applying the equity method on the ChinaCo investment when the carrying amount was reduced to zero in the first quarter of 2021. The Company will resume application of the equity method if, during the period the equity method was suspended, the Company's share of unrecognized net income exceeds the Company's share of unrecognized net losses. The Company's remaining interest was diluted down to 19.7% in connection with the Second Investment Closing on September 29, 2021. See Note 7 for additional details regarding the ChinaCo Deconsolidation and see Note 24 for details regarding various related party fees payable by ChinaCo to the Company subsequent to the ChinaCo Deconsolidation. (5) The Company holds various other investments as of December 31, 2021 and 2020. On June 30, 2021, the Company sold its 5.7% interest in Sound Ventures II, LLC for total consideration of $6.1 million. During the year ended December 31, 2021, the Company recorded a loss on the sale of $4.1 million, included in income (loss) from equity method and other investments in the consolidated statements of operations. See Note 24 for details regarding the remaining profit-sharing arrangement between the Company and SB Fast Holdings (Cayman) Limited ("Buyer") as part of the Creator Fund sale in 2020. The Buyer assumed the Company's remaining capital commitments of $1.9 million. In November 2021, the $3.0 million note receivable held by the Company was repaid. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other non-current assets | Other non-current assets consists of the following: December 31, (Amounts in thousands) 2021 2020 Deferred financing costs, net: Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 381,588 $ 488,312 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1) 207,221 199,832 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1) 7,236 11,334 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1) 7,679 5,440 Other deferred financing costs, net 313 64 Total deferred financing costs, net 604,037 704,982 Other assets Security deposits with landlords 236,845 274,822 Straight-line revenue receivable 39,676 46,313 Other security deposits 3,148 3,271 Deferred income tax assets, net 1,273 1,377 Other long-term prepaid expenses and other assets 28,519 31,493 Total other assets $ 913,498 $ 1,062,258 (1) See below for details. Amounts are net of accumulated amortization totaling $377.3 million and $169.7 million as of December 31, 2021 and 2020, respectively. |
Deferred financing costs amortization | The Company recorded the following deferred financing costs amortization as a component of interest expense in the consolidated statements of operations: Year Ended (Amounts in thousands) 2021 2020 SoftBank Senior Unsecured Notes Warrant $ 106,490 $ 79,867 2020 LC Facility Warrant and LC Warrant 94,200 84,140 SoftBank Debt Financing Costs due to SBG 4,142 3,666 SoftBank Debt Financing Costs due to Third Parties 2,635 2,063 Total $ 207,467 $ 169,736 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities consists of the following: December 31, (Amounts in thousands) 2021 2020 Refunds payable to former members $ 34,019 $ 35,761 Current portion of long-term debt (See Note 14) 29,202 13,114 Current portion of acquisition holdbacks — 1,593 IndiaCo Forward Liability (See Note 10) — 7,907 Other current liabilities 14,692 25,380 Total other current liabilities $ 77,913 $ 83,755 |
Warrant Liabilities and SoftB_2
Warrant Liabilities and SoftBank Debt Financing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right and Related Party Transactions [Abstract] | |
Outstanding warrants | Convertible related party liabilities, net consist of the following: (Amounts in thousands) December 31, 2021 December 31, 2020 Private Warrant Liability: Private Warrant Liability at issuance $ 17,879 $ — (Gain) loss from change in fair value of warrant liabilities (2,332) — Total Private Warrant Liability, at fair value 15,547 — SoftBank Debt Financing Warrant Liability (Note 11): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance 568,877 568,877 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (58,495) (288,674) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment (934) (934) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (474,521) — Less: Reclassification to Equity (34,927) — Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — 279,269 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance 284,440 284,440 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (29,243) (144,335) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment (466) (466) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (237,265) — Less: Reclassification to Equity (17,466) — Total LC Facility Warrant Liability, at fair Value — 139,639 Total SoftBank Debt Financing Warrant Liability, at fair value — 418,908 Total Warrant liabilities, net $ 15,547 $ 418,908 Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 |
Gain (loss) from change in fair value | The Company recorded the following changes in fair value included in gain (loss) from change in fair value of warrant liabilities on the accompanying consolidated statements of operations: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 SoftBank Senior Unsecured Notes Warrant $ (230,179) $ 288,674 $ — 2020 LC Facility Warrant (115,092) 144,335 — Private Warrants 2,332 — — 2019 Warrant — 386,638 (217,466) Amended 2018 Warrant — — 456,611 Total $ (342,939) $ 819,647 $ 239,145 |
Long-Term Debt, Net (Tables)
Long-Term Debt, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | Long-term debt, net consists of the following: Maturity Interest December 31, December 31, (Amounts in thousands, except percentages) Senior Notes: Outstanding principal balance 2025 7.875% $ 669,000 $ 669,000 Less: Unamortized debt issuance costs (9,100) (11,363) Total Senior Notes, net 659,900 657,637 Other Loans: Outstanding principal balance 2021 - 2024 2.5% - 3.3% 34,900 43,833 Less: Current portion of Other Loans (See Note 12) (29,202) (13,114) Total non-current portion Other Loans, net 5,698 30,719 Total long-term debt, net $ 665,598 $ 688,356 |
Interest expense | The Company recorded the following interest expense in the consolidated statements of operations: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Senior Notes: Interest expense $ 52,684 $ 52,684 $ 53,767 Deferred financing cost amortization 2,271 2,090 2,051 Total interest expense on Senior Notes 54,955 54,774 55,818 Other Loans: Interest Expense 1,050 2,535 4,315 Convertible Note: Interest Expense — — 34,662 Total interest expense on long-term debt $ 56,005 $ 57,309 $ 94,795 |
Principal maturities | Combined aggregate principal payments for current and long-term debt as of December 31, 2021 are as follows: (Amounts in thousands) Total 2022 $ 29,202 2023 — 2024 5,698 2025 669,000 2026 — 2027 and beyond — Total minimum payments $ 703,900 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following: December 31, 2021 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 610,497 $ — $ — $ 610,497 Other investments — available-for-sale convertible notes (1) — — 34,402 34,402 Total assets measured at fair value $ 610,497 $ — $ 34,402 $ 644,899 Liabilities: Warrant Liabilities, net — 15,547 — 15,547 Total liabilities measured at fair value $ — $ 15,547 $ — $ 15,547 (1) The Company does not intend to sell its investments in available-for-sale convertible notes and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. December 31, 2020 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 330,049 $ — $ — $ 330,049 Other investments — available-for-sale convertible notes — — 49,849 49,849 Total assets measured at fair value $ 330,049 $ — $ 49,849 $ 379,898 Liabilities: Other current liabilities — IndiaCo Forward Contract Liability $ — $ — $ 7,907 $ 7,907 Convertible related party liabilities — SoftBank Senior Unsecured Notes Warrant — — 279,269 279,269 Convertible related party liabilities — 2020 LC Facility Warrant — — 139,639 139,639 Total liabilities measured at fair value $ — $ — $ 426,815 $ 426,815 |
Assets recorded at fair value classified as Level 3 | The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: Year Ended December 31, (Amounts in thousands) 2021 2020 Assets: Balance at beginning of period $ 49,849 $ 5,541 Purchases 15,000 85,000 Credit loss valuation allowance included in income (loss) from equity method and other investments (19,010) (43,857) Reclassification of forward contract liability to credit valuation allowance upon funding of commitment (8,499) — Unrealized (loss) gain on available-for-sale securities included in other comprehensive income (2,341) 4,369 Accrued interest income 11,459 5,840 Accrued interest collected (11,365) (2,678) Foreign currency translation (losses) gain included in other comprehensive income (691) 3,810 Foreign currency gain (loss) included in net income — (8,176) Balance at end of period $ 34,402 $ 49,849 |
Liabilities recorded at fair value classified as Level 3 | The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: Year Ended December 31, 2021 (Amounts in thousands) Balance at Beginning of Period Additions Settlements Change in Fair Value Reclassification to Equity Balance at End of Period Liabilities: IndiaCo Forward Contract Liability $ 7,907 $ — $ (8,499) $ 592 $ — $ — SoftBank Senior Unsecured Notes Warrant 279,269 — (474,521) 230,179 (34,927) — 2020 LC Facility Warrant 139,639 — (237,265) 115,092 (17,466) — Total $ 426,815 $ — $ (720,285) $ 345,863 $ (52,393) $ — Year Ended December 31, 2020 (Amounts in thousands) Balance at Beginning of Period Additions Settlements Change in Fair Value Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income Balance at End of Period Liabilities: Contingent consideration payable in stock $ 445 $ — $ (319) $ (122) $ (4) $ — IndiaCo Forward Contract Liability — 9,507 — (1,600) — 7,907 2019 Warrant 1,297,758 — (911,120) (386,638) — — SoftBank Senior Unsecured Notes Warrant 568,877 — (934) (288,674) — 279,269 2020 LC Facility Warrant 284,440 — (466) (144,335) — 139,639 Total $ 2,151,520 $ 9,507 $ (912,839) $ (821,369) $ (4) $ 426,815 |
Change in fair value and unrealized gains (losses) | The total change in fair value of level 3 liabilities are included in the consolidated statements of operations in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 Income (loss) from equity method and other investments $ (592) $ 1,600 Gain (loss) from change in fair value of warrant liabilities (345,271) 819,647 Selling, general and administrative expenses — (122) The above changes in fair value include unrealized gains (losses) of level 3 liabilities held as of December 31, 2021 and 2020, respectively, included in the consolidated statements of operations in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 Income (loss) from equity method and other investments $ — $ 1,600 Gain (loss) from change in fair value of warrant liabilities — 433,009 Selling, general and administrative expenses — (122) |
Valuation techniques and significant unobservable inputs | The valuation techniques and significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2021 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 34,402 Discounted cash flow Price per share $2.22 December 31, 2020 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 49,849 Discounted cash flow/Market approach Price per share $2.97 Level 3 Liabilities: IndiaCo Forward Contract Liability $ 7,907 Discounted cash flow Price per share $2.97 Convertible related party liabilities $ 418,908 Discounted cash flow Preferred share fair values $3.09 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated detail of revenue | The following table provides disaggregated detail of the Company's revenue by major source for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 ASC 606 membership and service revenue $ 1,567,003 $ 2,418,259 $ 2,700,539 ASC 842 rental and service revenue 900,780 715,019 358,154 Total membership and service revenue 2,467,783 3,133,278 3,058,693 Other revenue 102,344 282,587 399,899 Total revenue $ 2,570,127 $ 3,415,865 $ 3,458,592 |
Contract assets and deferred revenue | The following table provides information about contract assets and deferred revenue from contracts with customers recognized in accordance with ASC 606: December 31, (Amounts in thousands) 2021 2020 Contract assets (included in accounts receivable and accrued revenue, net) $ 27,783 $ 36,284 Contract assets (included in other current assets) $ 10,319 $ 13,111 Contract assets (included in other assets) $ 14,458 $ 22,300 Deferred revenue $ (41,520) $ (74,645) Prepaid member referral fees and deferred sales incentive compensation were included in the following financial statement line items on the accompanying consolidated balance sheets: December 31, (Amounts in thousands) 2021 2020 Other current assets $ 51,629 $ 31,617 Other assets $ 22,837 $ 17,970 The amortization of these costs is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Amortization of capitalized costs to obtain a contract with a customer $ 67,233 $ 94,032 $ 129,744 |
Allowance for credit loss | The following table provides a summary of changes of the allowance for credit loss for the years ended December 31, 2021 and 2020: December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 107,806 $ 16,658 Provision charged to expense 15,147 67,482 Write-offs (43,204) (26,443) Changes for member collectability uncertainty (1) (16,134) 53,072 ChinaCo Deconsolidation (Note 7) — (1,363) Effect of foreign currency exchange rate changes (1,101) (1,600) Balance at end of period $ 62,514 $ 107,806 (1) The Company is continuing to actively monitor its accounts receivable balances in response to COVID-19 and also ceased recording revenue on certain existing contracts where collectability is not probable. The Company determined collectability was |
Future minimum lease cash flows | Approximate future minimum lease cash flows to be received over the next five years and thereafter for non-cancelable membership agreements accounted for as leases in accordance with ASC 842 in effect at December 31, 2021 are as follows: (Amounts in thousands) ASC 842 Revenue 2022 $ 720,578 2023 457,149 2024 249,872 2025 119,425 2026 45,623 2027 and beyond 55,419 Total $ 1,648,066 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease costs, weighted average remaining lease term and weighted average discount rate | The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,531,216 $ 110,539 $ 37,217 $ 140,748 $ 2,819,720 Non-cash GAAP straight-line lease cost 231,900 61,104 1,388 9,035 303,427 Amortization of lease incentives (280,590) (21,312) (3,231) (17,329) (322,462) Total real estate operating lease cost $ 2,482,526 $ 150,331 $ 35,374 $ 132,454 $ 2,800,685 Early termination fees and related (gain)/loss $ — $ — $ (40) $ (311,230) $ (311,270) Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 2,638,455 $ 128,452 $ 61,991 $ 1,863 $ 2,830,761 Non-cash GAAP straight-line lease cost 380,851 171,772 19,727 576 572,926 Amortization of lease incentives (297,828) (40,550) (6,138) (1,084) (345,600) Total real estate operating lease cost $ 2,721,478 $ 259,674 $ 75,580 $ 1,355 $ 3,058,087 Early termination fees and related (gain)/loss $ — $ — $ — $ (37,354) $ (37,354) Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Lease cost contractually paid or payable for the period $ 1,686,431 $ 119,220 $ 64,949 $ 144 $ 1,870,744 Non-cash GAAP straight-line lease cost 411,161 484,099 19,776 — 915,036 Amortization of lease incentives (169,676) (60,447) (6,109) — (236,232) Total real estate operating lease cost $ 1,927,916 $ 542,872 $ 78,616 $ 144 $ 2,549,548 Early termination fees and related (gain)/loss $ 553 $ — $ — $ 3,162 $ 3,715 The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 2021 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,037,500 $ 131,704 $ 31,747 $ 121,456 $ 2,322,407 Fixed equipment and other lease costs 1,218 21 13 24 1,276 Total fixed lease costs $ 2,038,718 $ 131,725 $ 31,760 $ 121,480 $ 2,323,683 Variable real estate lease costs $ 445,026 $ 18,627 $ 3,627 $ 10,998 $ 478,278 Variable equipment and other lease costs 3,143 (3) 257 1,365 4,762 Total variable lease costs $ 448,169 $ 18,624 $ 3,884 $ 12,363 $ 483,040 Year Ended December 31, 2020 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 2,283,042 $ 243,298 $ 67,172 $ 613 $ 2,594,125 Fixed equipment and other lease costs 2,085 — 30 — 2,115 Total fixed lease costs $ 2,285,127 $ 243,298 $ 67,202 $ 613 $ 2,596,240 Variable real estate lease costs $ 438,436 $ 16,376 $ 8,408 $ 742 $ 463,962 Variable equipment and other lease costs 2,877 40 151 — 3,068 Total variable lease costs $ 441,313 $ 16,416 $ 8,559 $ 742 $ 467,030 Year Ended December 31, 2019 Reported in: Selling, Location Pre-opening General and Restructuring (Amounts in thousands) Operating Expenses Location Expenses Administrative Expenses and Other Related Costs Total Fixed real estate lease costs $ 1,612,658 $ 507,591 $ 71,764 $ 144 $ 2,192,157 Fixed equipment and other lease costs 2,943 — 3,263 — 6,206 Total fixed lease costs $ 1,615,601 $ 507,591 $ 75,027 $ 144 $ 2,198,363 Variable real estate lease costs $ 315,258 $ 35,281 $ 6,852 $ — $ 357,391 Variable equipment and other lease costs 1,902 — — — 1,902 Total variable lease costs $ 317,160 $ 35,281 $ 6,852 $ — $ 359,293 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Depreciation and Amortization $ 4,675 $ 5,271 $ 4,499 Interest Expense 4,230 4,675 4,621 Total $ 8,905 $ 9,946 $ 9,120 The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 13 10 Weighted average discount rate percentage 8.7 % 7.5 % 8.7 % 7.5 % |
Assets and liabilities | The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet as of December 31, 2021 and 2020, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in thousands) Balance Sheet Captions 2021 2020 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 13,052,091 $ 15,107,880 Finance lease right-of-use assets (1) Property and equipment, net 46,700 48,116 Total leased assets $ 13,098,791 $ 15,155,996 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887,962 $ 842,680 Finance lease liabilities Current lease obligations 5,105 4,851 Total current liabilities 893,067 847,531 Non-current liabilities Operating lease obligations Long-term lease obligations 17,887,661 20,220,274 Finance lease obligations Long-term lease obligations 37,965 43,332 Total non-current liabilities 17,925,626 20,263,606 Total lease obligations $ 18,818,693 $ 21,111,137 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $21.6 million and $17.6 million as of December 31, 2021 and 2020, respectively. |
Annual lease obligations - finance leases | The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2021 as presented in accordance with ASC 842: Finance Operating (Amounts in thousands) Leases Leases Total 2022 $ 8,948 $ 2,475,445 $ 2,484,393 2023 8,655 2,481,214 2,489,869 2024 7,307 2,540,304 2,547,611 2025 6,395 2,561,026 2,567,421 2026 6,483 2,588,515 2,594,998 2027 and beyond 26,018 19,057,245 19,083,263 Total undiscounted fixed minimum lease cost payments 63,806 31,703,749 31,767,555 Less amount representing lease incentive receivables (1) — (397,791) (397,791) Less amount representing interest (20,736) (12,530,335) (12,551,071) Present value of future lease payments 43,070 18,775,623 18,818,693 Less current portion of lease obligation (5,105) (887,962) (893,067) Total long-term lease obligation $ 37,965 $ 17,887,661 $ 17,925,626 (1) Lease incentives receivable primarily represent amounts expected to be received by the Company relating to payments for leasehold improvements that are reimbursable pursuant to lease provisions with relevant landlords and receivables for broker commissions earned for negotiating certain of the Company’s leases. |
Annual lease obligations - operating leases | The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2021 as presented in accordance with ASC 842: Finance Operating (Amounts in thousands) Leases Leases Total 2022 $ 8,948 $ 2,475,445 $ 2,484,393 2023 8,655 2,481,214 2,489,869 2024 7,307 2,540,304 2,547,611 2025 6,395 2,561,026 2,567,421 2026 6,483 2,588,515 2,594,998 2027 and beyond 26,018 19,057,245 19,083,263 Total undiscounted fixed minimum lease cost payments 63,806 31,703,749 31,767,555 Less amount representing lease incentive receivables (1) — (397,791) (397,791) Less amount representing interest (20,736) (12,530,335) (12,551,071) Present value of future lease payments 43,070 18,775,623 18,818,693 Less current portion of lease obligation (5,105) (887,962) (893,067) Total long-term lease obligation $ 37,965 $ 17,887,661 $ 17,925,626 (1) Lease incentives receivable primarily represent amounts expected to be received by the Company relating to payments for leasehold improvements that are reimbursable pursuant to lease provisions with relevant landlords and receivables for broker commissions earned for negotiating certain of the Company’s leases. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of pre-tax loss | The components of pre-tax loss are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 U.S. $ (3,312,041) $ (1,540,919) $ (2,497,989) Non-U.S. (1,316,090) (2,273,432) (1,231,261) Total pre-tax loss $ (4,628,131) $ (3,814,351) $ (3,729,250) |
Components of income tax provision (benefit) | The components of income tax provision (benefit) are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Current tax provision (benefit): Federal $ — $ — $ — State and local — — — Non-U.S. 3,331 20,456 49,371 Total current tax provision 3,331 20,456 49,371 Deferred tax provision (benefit): Federal (65) (118) (148) State and local 308 (324) (510) Non-U.S. (110) (508) (3,076) Total deferred tax provision (benefit) 133 (950) (3,734) Income tax provision (benefit) $ 3,464 $ 19,506 $ 45,637 |
Reconciliation of effective tax rate | The reconciliation of the U.S. Federal statutory rate to the Company's effective tax rate is as follows : Year Ended December 31, (Amounts in thousands) 2021 2020 2019 (1) Income tax provision (benefit) at the U.S. Federal tax rate $ (971,908) $ (801,014) $ (783,143) State income taxes, inclusive of valuation allowance 628 (256) (403) Withholding tax 2,304 8,350 13,712 Foreign rate differential (46,798) (39,240) (23,087) Stock-based compensation 5,815 30,567 13,772 Non-deductible compensation 89,941 — — Non-deductible expenses 29,533 15,056 13,333 Non-deductible financial instrument expense 118,061 (136,753) (15,402) Goodwill Impairment — 1,492 39,482 Rate Change (528,448) (143,058) 10,259 ChinaCo Deconsolidation — 286,637 — Finite-Lived Intangible (282,823) — (1,191,728) Other, net (19,360) 54,609 (3,298) Valuation allowance 1,606,519 743,116 1,972,140 Income tax provision (benefit) $ 3,464 $ 19,506 $ 45,637 (1) Certain lines from the prior years have been reclassified to align with the 2021 presentation with no impact to the Income tax provision (benefit) amount. |
Components of deferred tax assets and liabilities | The components of deferred tax assets and liabilities are as follows: December 31, (Amounts in thousands) 2021 2020 Deferred tax assets: Investment in partnership $ 585,889 $ 488,786 Deferred rent 196,597 136,502 Property and Equipment 159,589 71,353 Accrued expenses 8,288 11,527 Stock-based compensation 9,511 8,107 Deferred financing obligation 2,080 2,546 Unrealized (gain) loss on foreign exchange 9,663 3,634 Net operating loss 3,055,131 2,033,703 Capital Loss 25,770 40,677 Finite-lived intangibles 1,782,602 1,259,586 Interest 21,482 6,989 Lease Liability 2,489,762 2,636,664 Other 16,500 14,515 Total deferred tax assets 8,362,864 6,714,589 Valuation allowance (5,775,391) (4,057,892) Total net deferred tax assets 2,587,473 2,656,697 Deferred tax liabilities: Deferred Rent (931) (755) Accrued Expenses (5,612) (2,206) Unrealized (Gain)/Loss on foreign exchange (1,774) (7,655) Property and equipment (49,630) (10,969) Finite-lived intangibles (288) (264) Right-of-Use Asset (2,477,219) (2,630,343) Other (50,746) (3,128) Total deferred tax liabilities (2,586,200) (2,655,320) Net deferred tax asset (1) $ 1,273 $ 1,377 (1) As of December 31, 2021, 2020 and 2019, $1.3 million, $1.4 million and $1.2 million net deferred tax asset is included as a component of other assets on the accompanying consolidated balance sheet,respectively. |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Outstanding convertible preferred stock | As of December 31, 2020 and 2019 the Company had outstanding the following series of convertible preferred stock, each par value $0.001 per share: December 31, 2020 December 31, 2019 (Amounts in thousands) Shares Shares Issued and Carrying Issued and Carrying Outstanding Amount Outstanding Amount Series A 31,720 $ 17,350 31,720 $ 17,350 Series B 18,313 40,995 18,313 40,995 Series C 23,467 154,699 23,467 154,699 Series D-1 9,864 198,541 9,864 198,541 Series D-2 7,750 155,996 7,750 155,996 Series E 10,900 433,507 10,900 433,507 Series F 11,368 675,913 11,368 675,913 Series G 27,358 1,729,997 27,358 1,729,997 Series G-1 26,288 2,681,069 26,288 2,681,069 Series H-1 135,324 1,352,819 14,245 161,353 Acquisition 2,438 223,912 2,413 222,884 Junior 1 1,300 1 1,300 Total 304,792 $ 7,666,098 183,687 $ 6,473,604 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Outstanding warrants | Convertible related party liabilities, net consist of the following: (Amounts in thousands) December 31, 2021 December 31, 2020 Private Warrant Liability: Private Warrant Liability at issuance $ 17,879 $ — (Gain) loss from change in fair value of warrant liabilities (2,332) — Total Private Warrant Liability, at fair value 15,547 — SoftBank Debt Financing Warrant Liability (Note 11): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance 568,877 568,877 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (58,495) (288,674) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment (934) (934) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (474,521) — Less: Reclassification to Equity (34,927) — Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — 279,269 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance 284,440 284,440 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments (29,243) (144,335) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment (466) (466) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock (237,265) — Less: Reclassification to Equity (17,466) — Total LC Facility Warrant Liability, at fair Value — 139,639 Total SoftBank Debt Financing Warrant Liability, at fair value — 418,908 Total Warrant liabilities, net $ 15,547 $ 418,908 Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation expense | The stock-based compensation expense related to employees and non-employee directors recognized for the following instruments and transactions are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 WeWork Partnerships Profits Interest Units $ 101,982 $ 874 $ 15,128 Service-based vesting stock options 12,685 28,154 83,564 Service, performance and market-based vesting stock options 12,679 1,133 — Restricted Stock Units 34,462 8,242 10,989 2019 Tender Offer — — 136,032 2020 Tender Offer — 9,130 112,788 2021 Tender Offer 47,970 — — 2020 Option Repricing 1,184 1,276 — PacificCo LTEIP exit event — 11,421 — Other $ 2,707 $ 2,546 $ 468 Total $ 213,669 $ 62,776 $ 358,969 The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Stock-based compensation included in: Location operating expenses $ 14,950 $ 8,975 $ 46,135 Selling, general and administrative expenses 94,790 41,783 300,612 Restructuring and other related costs 103,929 12,018 12,222 Total stock-based compensation expense $ 213,669 $ 62,776 $ 358,969 The stock-based compensation expense related to non-employee contractors for services rendered are reported in selling, general and administrative expenses and include the following instruments and transactions: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Service-based vesting stock options (1) $ (2,271) $ 1,747 $ 2,209 ChinaCo ordinary share subscription rights — 6,146 18,040 Other — — 118 Total $ (2,271) $ 7,893 $ 20,367 (1) The $2.3 million recovery recognized during the year ended December 31, 2021 was related to expense previously taken for unvested options that were forfeited. For the years ended December 31, 2021, 2020 and 2019, $0.1 million, $0.4 million and $1.1 million, respectively, of expense relating to stock options awarded to non-employees relating to goods received and services provided was capitalized and recorded as a component of property and equipment on the consolidated balance sheets. |
WeWork Partnerships Profits Interest Units activity | The following table summarizes the WeWork Partnerships Profits Interest Units activity during the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate WeWork Average Average Intrinsic Partnerships Distribution Preference Value Profits Interest Units Threshold Amount (In thousands) Outstanding, December 31, 2020 25,168,938 $ 21.64 $ 0.47 $ — Retroactive conversion of units due to Business Combination (4,374,614) $ 4.56 $ — — Outstanding, December 31, 2020 (as converted) 20,794,324 $ 26.20 $ 0.47 — Granted — $ — $ — — Exchanged/redeemed (19,896,032) $ 10.38 $ 10.38 234,375 Forfeited/canceled (856,235) $ 59.65 $ 13.22 — Outstanding, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Exercisable, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Vested and expected to vest, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — |
Stock option activity | The following table summarizes the stock option activity during the year ended December 31, 2021: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In thousands) Outstanding, December 31, 2020 34,077,898 $ 4.74 6.4 $ 12,534 Retroactive conversion of shares due to Business Combination (5,923,079) 1.00 Outstanding, December 31, 2020 (as converted) 28,154,819 $ 5.74 Granted — $ — Exercised (11,990,205) $ 2.19 Forfeited/canceled (4,579,589) $ 11.71 Outstanding, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49,478 Excercisable, December 31, 2021 7,487,907 $ 9.20 5.5 $ 25,579 Vested and expected to vest, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49,478 Vested and exercisable, December 31, 2021 7,487,907 $ 9.20 5.5 $ 25,579 The following table summarizes the stock option activity during the year ended December 31, 2021: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In thousands) Outstanding December 31, 2020 15,562,500 $ 2.09 9.4 $ — Retroactive conversion of shares due to Business Combination (2,704,918) 0.44 0 — Outstanding, December 31, 2020 (as converted) 12,857,582 $ 2.53 9.4 — Granted — $ — Exercised — $ — Forfeited/canceled (5,204,997) $ 2.54 Outstanding, December 31, 2021 7,652,585 $ 2.54 8.4 $ 46 Exercisable, December 31, 2021 — $ — $ — Vested and expected to vest, December 31, 2021 7,652,585 $ 2.54 8.4 $ 46 Vested and exercisable, December 31, 2021 — $ — $ — |
Assumptions used to value stock options | The assumptions used to value stock options issued during the year ended December 31, 2020 and 2019, were as follows (these assumptions exclude the options exchange in the 2019 Option Repricing Exchange and 2020 Option Repricing described below and noted in the table above): December 31, 2020 2019 Fair value of common stock $ 2.51 - 2.54 $ 45.32 - 51.90 Weighted average expected term (years) 6.22 6.41 Weighted average expected volatility 51.0 % 40.0 % Risk-free interest rate 0.30% - 1.02% 1.98% - 2.70% Dividend yield — — December 31, 2020 Fair value of common stock $2.51 - $2.54 Weighted average expected term (years) 5.56 Weighted average expected volatility 50.0 % Risk-free interest rate 0.20 % - 0.80 % Dividend yield — % |
Restricted stock and RSU activity | The following table summarizes the Company's restricted stock and RSU activity for the year ended December 31, 2021: Weighted Average Shares Grant Date Value Unvested, December 31, 2020 2,819,146 $ 16.85 Retroactive conversion of shares due to Business Combination (490,001) 3.54 Unvested, December 31, 2020 (as converted) 2,329,145 20.39 Granted 14,425,969 5.89 Vested (1,191,729) 17.62 2021 Tender Offer (1) (490,837) 13.80 Forfeited/canceled (2,841,926) 5.01 Unvested, December 31, 2021 (2) 12,230,623 $ 7.36 (1) As noted in the 2021 Tender Offer section below, during the year ended December 31, 2021 and in connection with the 2021 Tender Offer, the Company modified the liquidity event condition with respect to 490,837 RSUs held by 1,774 grantees, such that those RSUs became fully vested immediately prior to the closing of the 2021 Tender Offer. Refer therein for more details. (2) The unvested balance includes (a) since the liquidity-based performance vesting condition was deemed satisfied upon the closing of the Business Combination, 8,733,215 RSUs, which will continue to vest over a three |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share Computations | Year Ended December 31, (Amounts in thousands, except share and per share data) 2021 2020 2019 Numerator: Net loss attributed to WeWork Inc. $ (4,439,027) $ (3,129,358) $ (3,264,738) Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement (405,816) — — Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (4,844,843) $ (3,129,358) $ (3,264,738) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (4,844,843) $ (3,129,358) $ (3,264,738) Denominator: Basic shares: Weighted-average shares - Basic 263,584,930 140,680,131 139,160,229 Diluted shares: Weighted-average shares - Diluted 263,584,930 140,680,131 139,160,229 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (18.38) $ (22.24) $ (23.46) Diluted $ (18.38) $ (22.24) $ (23.46) (1) The year ended December 31, 2021 are comprised of only Class A Common Shares as noted above. |
Potentially Dilutive Shares | The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period. These amounts represent the number of instruments outstanding at the end of each respective year. Year Ended December 31, 2021 2020 2019 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — 304,790,585 183,685,292 Convertible Preferred Stock Series Junior — 1,239 1,239 Convertible notes — 648,809 648,809 Stock options 19,237,610 41,012,401 20,245,802 RSUs 12,230,623 2,329,145 5,521,886 Warrants 23,877,787 112,580,862 208,375,715 WeWork Partnership Profits Interest Units 42,057 20,794,324 22,928,692 WeWork Partnership Common Units 19,896,032 — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset retirement obligations | Asset retirement obligations include the following activity during the years ended December 31, 2021 and 2020: Year Ended December 31, (Amounts in thousands) 2021 2020 Balance at beginning of period $ 205,965 $ 131,989 Liabilities incurred in the current period 9,607 8,842 Liabilities settled in the current period (18,506) (5,475) Accretion of liability 16,792 9,888 Revisions in estimated cash flows 19,770 64,630 ChinaCo Deconsolidation (Note 7) — (8,883) Effect of foreign currency exchange rate changes (14,067) 4,974 Balance at end of period 219,561 205,965 Less: Current portion of asset retirement obligations (421) (113) Total non-current portion of asset retirement obligations $ 219,140 $ 205,852 |
Other Related Party Transacti_2
Other Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The lease activity for the years ended December 31, 2021, 2020 and 2019 for these leases are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Mr. Neumann Operating Lease Agreements: Lease cost expense $ 7,826 $ 10,884 $ 7,731 Contractual obligation 8,484 10,524 6,463 Tenant incentives received 76 3,898 437 Finance Lease Agreement: Interest expense $ 1,536 $ 1,589 $ 1,631 Contractual obligation 2,094 2,044 1,993 Tenant incentives received — 834 — WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 55,595 $ 43,712 $ 42,171 Contractual obligation 53,997 33,411 30,515 Tenant incentives received 3,545 13,283 13,015 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables as of December 31, 2021 are as follows: Future Minimum Lease Cost (1) Tenant Lease Receivable (Amounts in thousands) Mr. Neumann Operating lease agreements $ 58,683 $ — Finance lease agreement 12,705 — WeCap Investment Group (2) Operating lease agreements 933,847 13,391 (1) The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments. (2) The future undiscounted fixed minimum lease cost payments for the leases presented above exclude an additional $108.4 million relating to executed non-cancelable leases that the Company has not yet taken possession of as of December 31, 2021. Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Revenue SBG (1) $ 118,915 $ 142,135 $ 108,900 Other related parties (2) 14,449 22,918 16,008 Mr. Neumann (3) — — 277 Expenses SBG (1) $ 21,375 $ 20,108 $ 7,748 Other related parties (2) — 5,820 1,036 Mr. Neumann (3) — — 238 (1) SBG is a principal stockholder with representation on the Company's Board of Directors. SBG and its affiliates utilized WeWork space and services resulting in revenue. Additionally, the Company also agreed to reimburse SBG for all fees and expenses incurred in connection with the SoftBank Transactions in an aggregate amount up to $50.0 million. Of the $50.0 million reimbursable to SoftBank as of December 31, 2019, the Company allocated and recorded $20.0 million as deferred financing costs included net of accumulated amortization within other assets on the consolidated balance sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated and recorded $15.0 million as equity issuance costs associated with the 2019 Warrant, recorded as a reduction of the Series H-1 Preferred Share balance on the consolidated balance sheet. The remaining $15.0 million was recorded as a transaction cost included as a component of selling, general and administrative on the consolidated statements of operations for the year ended December 31, 2019, as it related to various other components of the SoftBank Transactions which did not qualify for capitalization. During the years ended December 31, 2021 and 2020, the Company made payments on these obligations to SBG totaling none and $35.5 million, respectively. As of December 31, 2021 and 2020, accounts payable and accrued expenses included $14.5 million and $14.5 million, respectively, payable to SBG related primarily to these reimbursement obligations. (2) These related parties have significant influence over the Company through representation on the Company's Board of Directors or are vendors in which the Company has an equity method investment or other related party relationship. During the year ended December 31, 2019, the Company recognized expenses totaling approximately $120,000 for an employee of the Company who is an immediate family member of a member of the Company's Board of Directors. (3) The Company recognized expenses in connection with promotional services performed by an immediate family member of Mr. Neumann for the Creator Awards ceremonies and for an employee of the Company who is an immediate family member of Mr. Neumann. |
Segment Disclosures and Conce_2
Segment Disclosures and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues by country | The Company’s revenues and total property and equipment, by country, are as follows: Year Ended December 31, (Amounts in thousands) 2021 2020 2019 Revenue: United States $ 1,148,850 $ 1,685,274 $ 1,874,589 United Kingdom 347,292 421,252 466,202 Japan 211,658 250,733 174,120 Greater China (1) — 206,261 228,537 Other foreign countries (2) 862,327 852,345 715,144 Total revenue $ 2,570,127 $ 3,415,865 $ 3,458,592 |
Property and equipment by country | The Company’s revenues and total property and equipment, by country, are as follows: December 31, (Amounts in thousands) 2021 2020 Property and equipment: United States $ 4,035,613 $ 4,752,834 United Kingdom 876,822 1,020,575 Japan 486,525 525,046 Other foreign countries (2) 2,025,822 2,288,306 Total property and equipment $ 7,424,782 $ 8,586,761 (1) The amounts for Greater China relate solely to the consolidated amounts of ChinaCo, which was deconsolidated on October 2, 2020. (2) No other individual countries exceed 10% of our revenues or property and equipment. |
Organization and Business (Deta
Organization and Business (Details) | Dec. 31, 2021location |
Noncontrolling Interest [Line Items] | |
Number of locations | 756 |
Number of consolidated locations | 624 |
WeWork Companies LLC | WeWork Partnership | |
Noncontrolling Interest [Line Items] | |
Controlling interest ownership | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Accounting Policies [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Allowance for doubtful accounts | $ 62,515 | $ 107,806 | ||
Repairs and maintenance | 65,200 | 49,600 | $ 44,400 | |
Cash holdbacks released | 39,700 | |||
Equity holdbacks released | 2,400 | |||
Transaction costs | 0 | 0 | 9,800 | |
Impairment of long-lived assets | 0 | 3,066 | 63,128 | |
Non-routine gains and impairment charges | 870,002 | 1,355,921 | 335,006 | |
Advertising expenses | 43,000 | 72,200 | 137,600 | |
Depreciation and amortization | 709,473 | 779,368 | 589,914 | |
Stockholders' equity | (1,449,439) | (7,671,923) | (4,374,712) | $ (2,458,576) |
Selling, general and administrative expenses | ||||
Accounting Policies [Line Items] | ||||
Cost of goods sold | 91,300 | 248,800 | 384,700 | |
Depreciation and amortization | $ 0 | $ 200 | 14,100 | |
Series AP-4 Preferred Stock | ||||
Accounting Policies [Line Items] | ||||
Equity holdbacks released (in shares) | shares | 26,716 | |||
Class A common stock | ||||
Accounting Policies [Line Items] | ||||
Equity holdbacks released | $ 200 | |||
Equity holdbacks released (in shares) | shares | 106,775 | |||
Internal use software | ||||
Accounting Policies [Line Items] | ||||
Finite-lived intangible assets, useful life | 3 years | |||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Finite-lived intangible assets, useful life | 1 year | |||
Lease terms | 10 years | |||
Minimum | Furniture and equipment | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Lease terms | 20 years | |||
Maximum | Furniture and equipment | ||||
Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 20 years | |||
Retained Earnings | ||||
Accounting Policies [Line Items] | ||||
Stockholders' equity | $ (14,142,517) | $ (9,703,490) | (6,574,322) | (3,311,285) |
Adoption of ASC | ||||
Accounting Policies [Line Items] | ||||
Stockholders' equity | 190 | 1,701 | ||
Adoption of ASC | Retained Earnings | ||||
Accounting Policies [Line Items] | ||||
Stockholders' equity | $ 190 | $ 1,701 |
Reverse Recapitalization and _3
Reverse Recapitalization and Related Transactions - Narrative (Details) $ / shares in Units, $ in Millions | Oct. 20, 2021USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Dec. 31, 2021$ / sharesshares |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Aggregate purchase price | $ | $ 3,000 | $ 1,000 | ||
Recapitalization exchange ratio | 0.82619 | |||
Gross cash consideration from reverse recapitalization | $ | $ 332.9 | |||
Transaction costs | $ | $ 69.5 | |||
First Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 39,133,649 | |||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | |||
Public And Private Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Warrants, term from Business Combination | 30 days | 30 days | ||
Warrants, expiration term | 5 years | 5 years | ||
Public Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 16,100,000 | 16,100,000 | ||
Private Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 7,173,333 | 7,773,333 | ||
PIPE Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Stock sold (in shares) | shares | 80,000,000 | |||
Aggregate purchase price | $ | $ 800 | |||
Backstop Investor | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Stock sold (in shares) | shares | 15,000,000 | |||
Aggregate purchase price | $ | $ 150 |
Reverse Recapitalization and _4
Reverse Recapitalization and Related Transactions - Common Stock Issued (Details) - shares | Dec. 31, 2021 | Oct. 20, 2021 | Dec. 31, 2020 |
Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 705,016,923 | 696,492,801 | 34,297,295 |
Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 19,938,089 | 19,938,089 | 20,794,324 |
Legacy WeWork Stockholders | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 559,124,587 | ||
Legacy WeWork Stockholders | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 19,938,089 | ||
Legacy BowX Sponsor & Sponsor Persons | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 9,075,000 | ||
Legacy BowX Sponsor & Sponsor Persons | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Legacy BowX Public Stockholders | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 33,293,214 | ||
Legacy BowX Public Stockholders | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
PIPE Investors | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 80,000,000 | ||
PIPE Investors | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Backstop Investor | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 15,000,000 | ||
Backstop Investor | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 |
Restructuring, Impairments an_3
Restructuring, Impairments and Gains on Sale - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2020USD ($) | May 31, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($)location | Dec. 31, 2020USD ($)location | Dec. 31, 2019USD ($) | Aug. 31, 2020USD ($) | Jan. 31, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Leases terminated, open locations | location | 98 | 24 | ||||||||
Leases terminated, pre-open locations | location | 8 | 82 | ||||||||
Restructuring and other related costs | $ 433,811 | $ 206,703 | $ 329,221 | |||||||
Receivables from landlords | 3,100 | |||||||||
Restructuring liabilities | 78,736 | 28,875 | 91,369 | |||||||
Impairment of long-lived assets primarily associated with COVID-19 | 117,085 | 345,034 | 0 | |||||||
Non-routine gains and impairment charges | (870,002) | (1,355,921) | (335,006) | |||||||
Property and equipment write-offs | 0 | 3,100 | 63,100 | |||||||
Impairment of intangible assets | 0 | 0 | 51,789 | |||||||
Impairment of goodwill | 0 | 0 | 214,515 | |||||||
Impairment loss | 0 | 120,273 | 2,559 | |||||||
Gain on sale of assets | 816 | $ 59,165 | 44 | |||||||
424 Fifth Venture | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Sale of real estate, holdbacks | $ 15,000 | |||||||||
Sale of real estate, holdbacks received | 10,000 | |||||||||
Meetup | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Ownership percentage | 9.00% | 9.00% | ||||||||
Teem | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Disposal of business, consideration | $ 50,500 | |||||||||
Gain on disposal of business | $ 37,200 | |||||||||
Managed by Q | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Disposal of business, consideration | $ 28,100 | |||||||||
Gain on disposal of business | 9,800 | |||||||||
Disposal consideration heldback | 2,500 | 300 | ||||||||
Disposal consideration holdback released | 2,200 | |||||||||
Impairment of intangible assets | 20,700 | |||||||||
Impairment of goodwill | 145,000 | |||||||||
Meetup | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Disposal of business, consideration | $ 9,500 | |||||||||
Ownership interest sold | 91.00% | |||||||||
Impairment loss | 26,100 | |||||||||
Real Estate Investment Held by 424 Fifth Venture | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment loss | 53,700 | |||||||||
SpaceIQ | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Gain on disposal of business | $ 9,600 | |||||||||
Impairment loss | 23,100 | |||||||||
Corporate equipment | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment loss | 14,300 | |||||||||
Cash consideration from sale of equipment | $ 45,900 | |||||||||
Flatiron | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Disposal of business, consideration | $ 28,500 | |||||||||
Gain on disposal of business | 6,000 | |||||||||
Impairment loss | 3,000 | |||||||||
Assets of two core companies | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment loss | 18,300 | |||||||||
Cash consideration from sale of assets | 2,000 | |||||||||
Promissory note for sale of assets | 3,000 | |||||||||
Gain on sale of assets | 3,100 | |||||||||
Conductor and Managed by Q | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment of intangible assets | $ 51,800 | |||||||||
Impairment of goodwill | $ 145,000 | |||||||||
Conductor | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment loss | 2,600 | |||||||||
Sale proceeds | 3,500 | |||||||||
Certain non-core businesses | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment of goodwill | $ 69,500 | |||||||||
Accounts payable and accrued expenses | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring liabilities | 75,500 | 29,500 | ||||||||
Other liabilities, net | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring liabilities | $ 6,300 | |||||||||
Receivables from landlords | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring liabilities | $ 600 |
Restructuring, Impairments an_4
Restructuring, Impairments and Gains on Sale - Detail of Restructuring and Other Related Charges (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2021 | Feb. 25, 2021 | Nov. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost and Reserve [Line Items] | |||||||
Employee terminations | $ 558,469 | $ 191,582 | $ 139,330 | ||||
Ceased use buildings | 140,202 | 0 | 0 | ||||
Gains on lease terminations, net | (311,270) | (37,354) | 3,715 | ||||
Consulting Fees | 0 | 0 | 185,000 | ||||
Other, net | 46,370 | 52,475 | 1,729 | ||||
Total | 433,811 | 206,703 | 329,221 | ||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||
Gross proceeds | $ 3,000,000 | $ 1,000,000 | |||||
Restructuring and other related costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Gains on lease terminations, net | $ (311,230) | $ (37,354) | $ 3,162 | ||||
WeWork Partnerships Profits Interest Units | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Catch up base amount | $ 0 | ||||||
Distribution threshold (in usd per share) | $ 10 | $ 59.65 | $ 26.20 | ||||
Affiliated Entity | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||
Gross proceeds | $ 921,600 | ||||||
Affiliated Entity | We Holdings, LLC | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Stock sold (in shares) | 24,901,342 | ||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||
Gross proceeds | $ 578,400 | ||||||
Subsidiary sale of stock | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total | 428,300 | ||||||
Share based compensation, award modification | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total | $ 102,000 |
Restructuring, Impairments an_5
Restructuring, Impairments and Gains on Sale - Restructuring Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability balance | $ 28,875 | $ 28,875 | $ 91,369 | |
Restructuring and other related costs expensed during the period | 433,811 | 206,703 | $ 329,221 | |
Cash payments of restructuring liabilities, net | (424,193) | (379,194) | ||
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | 40,243 | 109,997 | ||
Restructuring liability balance | 78,736 | 28,875 | 91,369 | |
Cash payments received for terminated leases | 18,000 | |||
Employee Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability balance | 16,119 | 16,119 | 89,872 | |
Restructuring and other related costs expensed during the period | 102,000 | 28,198 | 191,582 | |
Cash payments of restructuring liabilities, net | (38,060) | (254,456) | ||
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | (1,474) | (10,879) | ||
Restructuring liability balance | 4,783 | 16,119 | 89,872 | |
Legal Settlement Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability balance | 0 | 0 | 0 | |
Restructuring and other related costs expensed during the period | 530,271 | 0 | ||
Cash payments of restructuring liabilities, net | 0 | 0 | ||
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | (530,271) | 0 | ||
Restructuring liability balance | 0 | 0 | 0 | |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability balance | $ 12,756 | 12,756 | 1,497 | |
Restructuring and other related costs expensed during the period | (124,658) | 15,121 | ||
Cash payments of restructuring liabilities, net | (386,133) | (124,738) | ||
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | 571,988 | 120,876 | ||
Restructuring liability balance | $ 73,953 | $ 12,756 | $ 1,497 |
Restructuring, Impairments an_6
Restructuring, Impairments and Gains on Sale - Gains and Impairment Charges (Details) - USD ($) $ in Thousands | Oct. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring and Related Activities [Abstract] | ||||
Impairment and write-off of long-lived assets associated with restructuring | $ 753,733 | $ 796,734 | $ 66,187 | |
Impairment of long-lived assets primarily associated with COVID-19 | 117,085 | 345,034 | 0 | |
Impairment of goodwill | 0 | 0 | 214,515 | |
Impairment of intangible assets | 0 | 0 | 51,789 | |
Loss on ChinaCo Deconsolidation (See Note 7) | $ 153,000 | 0 | 153,045 | 0 |
Impairment of assets held for sale | 0 | 120,273 | 2,559 | |
Gain on sale of assets | (816) | (59,165) | (44) | |
Total | $ 870,002 | $ 1,355,921 | $ 335,006 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid member referral fees and deferred sales incentive compensation (Note 16) | $ 51,629 | $ 31,617 |
Prepaid lease cost | 39,911 | 61,232 |
Prepaid software | 21,137 | 19,981 |
Other prepaid expenses | 66,989 | 50,013 |
Total prepaid expenses | $ 179,666 | $ 162,843 |
Prepaid and Other Current Ass_4
Prepaid and Other Current Assets - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Net receivable for value added tax (“VAT”) | $ 124,306 | $ 107,104 |
Deposits held by landlords | 41,004 | 25,574 |
Straight-line revenue receivable | 30,784 | 35,418 |
Disposition proceeds holdback amounts receivable (Note 4 and 7) | 5,323 | 17,500 |
Deposits on property and equipment | 3,828 | 3,161 |
Other current assets | 32,864 | 572 |
Total other current assets | $ 238,109 | $ 189,329 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease assets | $ 46,700 | $ 48,116 | |
Property and equipment | 7,424,782 | 8,586,761 | |
Less: accumulated depreciation | (2,050,557) | (1,727,598) | |
Total property and equipment, net | 5,374,225 | 6,859,163 | |
Depreciation | 665,600 | 737,900 | $ 523,700 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5,959,207 | 6,671,107 | |
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 769,532 | 869,057 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 472,629 | 539,636 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 176,714 | $ 458,845 |
Consolidated VIEs and Noncont_3
Consolidated VIEs and Noncontrolling Interests - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 923,725 | $ 800,535 | $ 1,340,140 |
Property and equipment, net | 5,374,225 | 6,859,163 | |
Total assets | 21,756,171 | 25,356,334 | |
Long-term debt, net | 665,598 | 688,356 | |
Total liabilities | 23,169,613 | 24,981,917 | |
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 101,050 | 161,411 | |
Property and equipment, net | 621,365 | 445,599 | |
Restricted cash | 10,000 | 10,000 | |
Total assets | 2,707,505 | 2,096,389 | |
Long-term debt, net | 5,697 | 30,638 | |
Total liabilities | 2,367,597 | 1,693,267 | |
Redeemable stock issued by VIEs | 80,000 | 500,000 | |
Total net assets | 259,908 | (96,878) | |
Preferred stock liquidation preference | 580,000 | 500,000 | |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 8,493 | 5,194 | |
Property and equipment, net | 0 | 0 | |
Restricted cash | 0 | 0 | |
Total assets | 15,204 | 13,834 | |
Long-term debt, net | 0 | 0 | |
Total liabilities | 3,234 | 573 | |
Redeemable stock issued by VIEs | 0 | 0 | |
Total net assets | $ 11,970 | $ 13,261 |
Consolidated VIEs and Noncont_4
Consolidated VIEs and Noncontrolling Interests - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Total revenue | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
Net income (loss) | (4,631,595) | (3,833,857) | (3,774,887) |
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Total revenue | 262,270 | 497,751 | 528,044 |
Net income (loss) | (191,934) | (750,472) | (776,113) |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Total revenue | 14,772 | 21,169 | 13,439 |
Net income (loss) | $ 1,695 | $ (2,502) | $ (24,747) |
Consolidated VIEs and Noncont_5
Consolidated VIEs and Noncontrolling Interests - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | $ (1,911,937) | $ (857,008) | $ (448,244) |
Net cash used in investing activities | (347,238) | (444,087) | (4,775,520) |
Net cash provided by (used in) financing activities | 2,337,971 | (46,814) | 5,257,271 |
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | (117,182) | (38,259) | (108,246) |
Net cash used in investing activities | (26,740) | (236,971) | (592,574) |
Net cash provided by (used in) financing activities | 94,386 | 73,447 | 292,775 |
Preferred stock liquidation preference | 580,000 | 500,000 | |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | 4,520 | 2,549 | 4,247 |
Net cash used in investing activities | 0 | (573) | (826,707) |
Net cash provided by (used in) financing activities | $ (1,217) | $ (1,908) | $ 843,312 |
Consolidated VIEs and Noncont_6
Consolidated VIEs and Noncontrolling Interests - WeWork Partnership (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2021 | Oct. 20, 2021 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | |||
Conversion to common stock | $ 8,632,693 | ||
Chief Executive Officer | |||
Variable Interest Entity [Line Items] | |||
Conversion to common stock (in shares) | 19,896,032 | ||
Distribution threshold (in usd per share) | $ 10.38 | ||
Catch-up base amount (in usd per share) | $ 0 | ||
Conversion to common stock | $ 234,400 | ||
Net loss allocated to shareholder | $ 15,600 | ||
Chief Executive Officer | WeWork Partnership | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 2.74% |
Consolidated VIEs and Noncont_7
Consolidated VIEs and Noncontrolling Interests - JapanCo (Details) - USD ($) $ in Millions | 12 Months Ended | 24 Months Ended | 48 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2017 | |
JapanCo | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling interest ownership | 50.00% | ||||
Affiliate of SBG | JapanCo | |||||
Variable Interest Entity [Line Items] | |||||
Payments to noncontrolling interests | $ 100 | $ 100 | $ 300 | $ 500 |
Consolidated VIEs and Noncont_8
Consolidated VIEs and Noncontrolling Interests - LatamCo (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Aug. 31, 2026 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Obligation for cost of termination of certain leases within first 12 months of agreement | $ 26,500 | ||
Lease termination costs | $ 4,100 | ||
Termination of lease, applicable VAT | 200 | ||
Forecast | |||
Variable Interest Entity [Line Items] | |||
Proceeds from exercise of call options | $ 60,000 | ||
Commitment To Fund | |||
Variable Interest Entity [Line Items] | |||
Commitment | $ 33,300 | ||
Commitment To Fund | LatamCo | |||
Variable Interest Entity [Line Items] | |||
Commitment | 12,500 | ||
Affiliate of SBG | LatamCo | |||
Variable Interest Entity [Line Items] | |||
Payments to noncontrolling interests | $ 80,000 | ||
LatamCo | Affiliate of SBG | |||
Variable Interest Entity [Line Items] | |||
Controlling interest ownership | 71.00% | ||
Voting percentage | 49.90% |
Consolidated VIEs and Noncont_9
Consolidated VIEs and Noncontrolling Interests - WeCap Manager and WeCap Holdings Partnership (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Proceeds from issuance of noncontrolling interests | $ 80,006 | $ 100,628 | $ 538,934 | ||
WeCap Manager | |||||
Variable Interest Entity [Line Items] | |||||
Management fee income | $ 14,800 | 24,900 | 10,700 | ||
WeWork Waller Creek | |||||
Variable Interest Entity [Line Items] | |||||
Proceeds from issuance of noncontrolling interests | $ 8,600 | $ 6,500 | |||
Payments to noncontrolling interests | 6,600 | ||||
Reimbursement of legal fees | $ 300 | ||||
Gain on sale of investment | $ 5,000 | ||||
WeCap Manager | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling interest ownership | 20.00% | ||||
WeCap Investment Group | Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Controlling interest ownership | 50.00% | ||||
WeCap Investment Group | Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Controlling interest ownership | 85.00% | ||||
WeWork Waller Creek | |||||
Variable Interest Entity [Line Items] | |||||
Noncontrolling interest ownership | 67.00% |
Consolidated VIEs and Noncon_10
Consolidated VIEs and Noncontrolling Interests - 424 Fifth Venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | |
Variable Interest Entity [Line Items] | |||||
Impairment loss | $ 0 | $ 120,273 | $ 2,559 | ||
424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Payment to subsidiary | $ 128,000 | ||||
Return of capital from subsidiary | $ 272,200 | ||||
Master lease term | 20 years | ||||
Lease guarantees | $ 1,200,000 | ||||
Escrow deposit | 200,000 | ||||
Reimbursement income | 68,900 | 61,600 | |||
Real Estate Investment Held by 424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Impairment loss | $ 53,700 | ||||
424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Proceeds from sale of real estate | 978,100 | ||||
Proceeds from sale of land | 356,500 | ||||
Proceeds from sale of construction in progress | 653,800 | ||||
Proceeds from sale of real estate, net of holdbacks | 930,200 | ||||
Sale of real estate, holdbacks | 15,000 | ||||
Sale of real estate, holdbacks received | $ 10,000 | ||||
Payments to noncontrolling interests | 315,000 | ||||
Payments to noncontrolling interests, return of capital | $ 42,800 | ||||
424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 17.20% | ||||
424 Fifth Venture | WPI Fund | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 44.80% | ||||
424 Fifth Venture | Another Investor | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 38.00% |
Consolidated VIEs and Noncon_11
Consolidated VIEs and Noncontrolling Interests - Creator Fund (Details) - USD ($) $ in Millions | 12 Months Ended | 33 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2020 | |
Variable Interest Entity [Line Items] | |||
Forgiveness of reimbursement costs | $ 21.6 | ||
SoftBank Group Capital Limited | Creator Fund | |||
Variable Interest Entity [Line Items] | |||
Payment to subsidiary | $ 0.2 | $ 27.4 | $ 72.4 |
Creator Fund | SoftBank Group Capital Limited | |||
Variable Interest Entity [Line Items] | |||
Controlling interest ownership | 99.99% |
Consolidated VIEs and Noncon_12
Consolidated VIEs and Noncontrolling Interests - ChinaCo (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 02, 2021 | Sep. 29, 2021 | Oct. 02, 2020 | Nov. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 28, 2021 | Aug. 31, 2020 | Apr. 30, 2020 |
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,000,000 | |||||||||||
Deconsolidation loss | $ 153,000 | $ 0 | $ 153,045 | $ 0 | |||||||||
Noncontrolling interest | $ 92,800 | ||||||||||||
Goodwill | 677,334 | 679,351 | 698,416 | ||||||||||
Goodwill retained on deconsolidation | 315,600 | ||||||||||||
Goodwill deconsolidated | $ 28,700 | $ 0 | $ 28,692 | ||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Noncontrolling interest ownership | 19.70% | ||||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Ownership percentage | 21.60% | 19.70% | 21.60% | ||||||||||
Equity method investment | $ 26,300 | $ 0 | $ 29,323 | ||||||||||
Noncontrolling interest | $ (22,600) | ||||||||||||
ChinaCo awards | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock issued for services (in shares) | 2,000,000 | ||||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock issued for acquisition (in shares) | 45,757,777 | ||||||||||||
Gross proceeds | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Period to receive proceeds | 1 year | ||||||||||||
Conversion of intercompany loan to equity | $ 191,100 | ||||||||||||
Conversion of intercompany payable to equity | 42,000 | ||||||||||||
Repayment of intercompany loan | 25,000 | ||||||||||||
Total net assets | 156,700 | ||||||||||||
Goodwill | 344,300 | ||||||||||||
ChinaCo | Consolidation, Eliminations | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Intercompany loan | $ 25,000 | ||||||||||||
Intercompany obligation, business combination | $ 191,100 | ||||||||||||
TrustBridge Partners | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Controlling interest ownership | 55.00% | 50.50% | |||||||||||
TrustBridge Partners | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Preferred stock liquidation preference | $ 200,000 | $ 100,000 | |||||||||||
Series A Preferred Stock | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold (in shares) | 500,000,000 | ||||||||||||
Stock sold, stock price (in usd per share) | $ 10 | $ 10 | |||||||||||
Preferred stock liquidation preference (in usd per share) | 10 | $ 10 | |||||||||||
Series B Preferred Stock | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold (in shares) | 500,000,000 | ||||||||||||
Stock sold, stock price (in usd per share) | 18.319 | $ 18.319 | |||||||||||
Preferred stock liquidation preference (in usd per share) | $ 18.319 | $ 18.319 |
Consolidated VIEs and Noncon_13
Consolidated VIEs and Noncontrolling Interests - Results of Operations of ChinaCo (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Revenue | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
Location operating expenses | 3,084,646 | 3,542,918 | 2,758,318 |
Pre-opening location expenses | 159,096 | 273,049 | 571,968 |
Selling, general and administrative expenses | 1,010,582 | 1,604,669 | 2,793,663 |
Restructuring and other related costs | 433,811 | 206,703 | 329,221 |
Impairments/(gain on sale) of goodwill, intangibles and other assets | 870,002 | 1,355,921 | 335,006 |
Depreciation and amortization | 709,473 | 779,368 | 589,914 |
Total Expenses | 6,267,610 | 7,762,628 | 7,378,090 |
Total interest and other income (expense), net | (930,648) | 532,412 | 190,248 |
Net loss | (4,631,595) | (3,833,857) | (3,774,887) |
Net (loss) income attributable to WeWork Inc. | (4,439,027) | (3,129,358) | (3,264,738) |
Variable Interest Entity, Primary Beneficiary | ChinaCo | |||
Noncontrolling Interest [Line Items] | |||
Revenue | 0 | 206,261 | 228,537 |
Location operating expenses | 0 | 266,318 | 290,254 |
Pre-opening location expenses | 0 | 13,465 | 71,681 |
Selling, general and administrative expenses | 0 | 68,884 | 85,237 |
Restructuring and other related costs | 0 | (18,660) | 6,684 |
Impairments/(gain on sale) of goodwill, intangibles and other assets | 0 | 450,312 | 0 |
Depreciation and amortization | 0 | 39,208 | 42,257 |
Total Expenses | 0 | 819,527 | 496,113 |
Total interest and other income (expense), net | 0 | 3,446 | (6,443) |
Net loss | 0 | (609,820) | (274,019) |
Net (loss) income attributable to WeWork Inc. | $ 0 | $ (62,997) | $ 39,072 |
Consolidated VIEs and Noncon_14
Consolidated VIEs and Noncontrolling Interests - PacificCo (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 30, 2017 | Apr. 30, 2020 | Oct. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2019 |
Variable Interest Entity [Line Items] | ||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||||||
Preferred stock liquidation preference (in usd per share) | $ 14.04 | |||||||||
Noncontrolling interest | $ 92,800 | |||||||||
Accumulated other comprehensive income, noncontrolling interest | 10,400 | |||||||||
Stock issued | 280,300 | $ 950,001 | ||||||||
Charge to additional paid-in capital | $ 187,500 | |||||||||
Series H-1 | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Conversion of stock (in shares) | 28,489,311 | |||||||||
Stock sold, price (in usd per share) | $ 9.84 | $ 14.04 | ||||||||
PacificCo | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Stock sold (in shares) | 500,000,000 | |||||||||
Stock sold, stock price (in usd per share) | $ 10 | |||||||||
Preferred stock liquidation preference (in usd per share) | $ 10 | |||||||||
Affiliate of SBG | PacificCo | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Payments to noncontrolling interests | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Noncontrolling interest contribution cancelled | $ 100,000 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Oct. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 679,351 | $ 698,416 | |
Goodwill sold | 0 | (2,652) | |
Measurement period and other adjustments | 0 | 3,577 | |
ChinaCo Deconsolidation (Note 7) | $ (28,700) | 0 | (28,692) |
Effect of foreign currency exchange rate changes | (2,017) | 8,702 | |
Balance at end of period | $ 677,334 | $ 679,351 |
Intangible Assets, Net - Finite
Intangible Assets, Net - Finite-Lived and Indefinite-Lived (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (94,704) | $ (72,759) |
Finite-lived intangible assets, net carrying amount | 56,729 | |
Indefinite-lived intangible assets, gross | 1,863 | |
Indefinite-lived intangible assets, sold | (1,863) | |
Indefinite-lived intangible assets - trademarks | 0 | 1,863 |
Total intangible assets, gross carrying amount | 153,296 | 122,655 |
Total intangible assets, net carrying amount | $ 56,729 | $ 49,896 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful lives | 2 years 6 months | 2 years 1 month 6 days |
Finite-lived intangible assets, gross carrying amount | $ 133,775 | $ 103,122 |
Finite-lived intangible assets, accumulated amortization | (80,009) | (58,496) |
Finite-lived intangible assets, net carrying amount | $ 53,766 | $ 44,626 |
Other finite-lived intangible assets - customer relationships and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful lives | 6 years 8 months 12 days | 7 years 8 months 12 days |
Finite-lived intangible assets, gross carrying amount | $ 17,658 | $ 17,670 |
Finite-lived intangible assets, accumulated amortization | (14,695) | (14,263) |
Finite-lived intangible assets, net carrying amount | $ 2,963 | $ 3,407 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 27 | $ 31.1 | $ 61.7 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 27,075 |
2023 | 18,344 |
2024 | 9,679 |
2025 | 444 |
2026 | 444 |
2027 | 743 |
Finite-lived intangible assets, net carrying amount | $ 56,729 |
Equity Method and Other Inves_3
Equity Method and Other Investments - Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Nov. 30, 2021 | Apr. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 02, 2020 |
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Total equity method and other investments, carrying value | $ 199,577 | $ 214,940 | ||||||
Total equity method and other investments, cost basis | 262,589 | |||||||
Forward liability | 0 | 7,907 | ||||||
IndiaCo | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Management fee income | 6,400 | 2,100 | $ 5,500 | |||||
WPI Fund | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Equity method investment, carrying value | 92,604 | 63,301 | ||||||
Equity method investment, cost basis | $ 52,805 | |||||||
Ownership percentage | 8.00% | |||||||
WPI Fund | WeCap Holdings Partnership | General partner | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Ownership percentage | 0.50% | |||||||
WPI Fund | Wholly Owned Subsidiary of WeCap Investment Group | Limited partner | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Ownership percentage | 8.00% | |||||||
Investments held by WeCap Holdings Partnership | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Equity method investments/note receivable, carrying value | $ 71,503 | 61,688 | ||||||
Equity method investments/note receivable, cost basis | 74,147 | |||||||
IndiaCo | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Investment in convertible notes, carrying value | 34,402 | 49,849 | ||||||
Investment in convertible notes, cost basis | 105,248 | |||||||
Credit loss | 19,000 | 43,900 | 0 | |||||
Unrealized gain (loss) on available-for-sale securities | (2,400) | 3,300 | $ 0 | |||||
IndiaCo | Unfunded Loan Commitment | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Commitment | $ 15,000 | |||||||
IndiaCo | 2020 Debentures | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Convertible notes receivable | $ 100,000 | |||||||
Payments for notes receivable | $ 15,000 | $ 85,000 | ||||||
Notes receivable, term | 10 years | |||||||
Notes receivable, conversion period | 18 months | |||||||
IndiaCo | Other Convertible Debentures | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Note receivable | $ 5,500 | |||||||
Note receivable interest rate | 0.001% | |||||||
Notes receivable, term | 10 years | |||||||
IndiaCo | Interest Rate Period One | 2020 Debentures | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Note receivable interest rate | 12.50% | |||||||
Notes receivable, interest payment period | 18 months | |||||||
IndiaCo | Interest Rate Period Two | 2020 Debentures | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Note receivable interest rate | 0.001% | |||||||
ChinaCo | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Equity method investment, carrying value | $ 0 | $ 29,323 | $ 26,300 | |||||
Equity method investment, cost basis | $ 29,323 | |||||||
Ownership percentage | 19.70% | 21.60% | 21.60% | |||||
Other | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Various, carrying value | $ 1,068 | $ 10,779 | ||||||
Various, cost basis | 1,066 | |||||||
DSQ | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Note receivable | $ 43,300 | |||||||
Note receivable interest rate | 5.77% | |||||||
DSQ | WeCap Holdings Partnership | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Ownership percentage | 10.00% | |||||||
ARK Master Fund | WeCap Holdings Partnership | General and Limited Partner | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Ownership percentage | 2.00% | |||||||
Sound Ventures II, LLC | ||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||
Ownership percentage sold | 5.70% | |||||||
Consideration from sale | $ 6,100 | |||||||
Loss on sale of equity method investment | $ 4,100 | |||||||
Capital commitments assumed by buyer | $ 1,900 | |||||||
Notes receivable repaid | $ 3,000 |
Equity Method and Other Inves_4
Equity Method and Other Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method And Other Investments [Line Items] | |||
Income (loss) from equity method and other investments | $ (18,333) | $ (44,788) | $ (32,206) |
Credit loss valuation allowance for available-for-sale debt securities | 62,900 | 43,900 | 0 |
Unrealized gain (loss) on available-for-sale debt securities | 2,000 | 4,400 | 0 |
Contributions to investments | 26,704 | 99,146 | 80,674 |
Distributions from investments | 3,300 | $ 48,000 | $ 16,600 |
ChinaCo | Affiliated Entity | |||
Schedule Of Equity Method And Other Investments [Line Items] | |||
Lease guarantees | 3,500 | ||
Commitment To Fund | |||
Schedule Of Equity Method And Other Investments [Line Items] | |||
Commitment | $ 33,300 |
Other Assets - Other Non-curren
Other Assets - Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Deferred financing costs, net | $ 604,037 | $ 704,982 | |
Security deposits with landlords | 236,845 | 274,822 | |
Straight-line revenue receivable | 39,676 | 46,313 | |
Other security deposits | 3,148 | 3,271 | |
Deferred income tax assets, net | 1,273 | 1,377 | $ 1,200 |
Other long-term prepaid expenses and other assets | 28,519 | 31,493 | |
Total other assets | 913,498 | 1,062,258 | |
Deferred financing costs, accumulated amortization | 377,300 | 169,700 | |
SoftBank Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 381,588 | 488,312 | |
2020 LC Facility | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 207,221 | 199,832 | |
SoftBank Other Debt Payable To SBG | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 7,236 | 11,334 | |
SoftBank Other Debt Payable To Third Parties | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 7,679 | 5,440 | |
Other Debt Instruments | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | $ 313 | $ 64 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 27, 2019 | Nov. 04, 2019 | Mar. 31, 2021 | Aug. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 16, 2021 | Oct. 20, 2021 | Apr. 30, 2018 |
Debt Instrument [Line Items] | |||||||||||||
Outstanding principal balance | $ 703,900 | ||||||||||||
Total Warrant liabilities, net | $ 15,547 | $ 418,908 | |||||||||||
Stock issued for exercise of warrants (in shares) | 206,547 | ||||||||||||
Proceeds from exercise of warrants | $ 0 | ||||||||||||
Gain (loss) on changes in fair value of warrants | 342,939 | (819,647) | $ (239,145) | ||||||||||
Convertible related party liabilities — 2020 LC Facility Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total Warrant liabilities, net | 0 | 139,639 | |||||||||||
Gain (loss) on changes in fair value of warrants | $ 115,092 | (144,335) | 0 | ||||||||||
LC Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 11,923,567 | ||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | $ 0.01 | |||||||||||
Total Warrant liabilities, net | $ 101,600 | ||||||||||||
SoftBank Debt Financing Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total Warrant liabilities, net | 418,900 | ||||||||||||
2019 Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from exercise of warrants | $ 1,500,000 | ||||||||||||
Gain (loss) on changes in fair value of warrants | $ 0 | (386,638) | 217,466 | ||||||||||
Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Write off of debt issuance costs | 5,000 | ||||||||||||
Debt issuance costs | 7,700 | $ 5,400 | |||||||||||
Warrants (in shares) | 5,057,306 | ||||||||||||
Fee reimbursement liability, maximum | $ 50,000 | $ 50,000 | |||||||||||
Fees reimbursed | 0 | $ 35,500 | |||||||||||
Fee reimbursement liability | 14,500 | 14,500 | |||||||||||
Deferred financing costs, net | $ 20,000 | ||||||||||||
Stock issuance costs | $ 48,000 | 15,000 | |||||||||||
Affiliated Entity | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, amortization period | 5 years | ||||||||||||
Affiliated Entity | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, amortization period | 3 years | ||||||||||||
Affiliated Entity | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||||
Availability | $ 1,750,000 | ||||||||||||
Debt issuance costs | $ 284,400 | ||||||||||||
Affiliated Entity | SoftBank Unsecured Notes Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 71,541,399 | ||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||||
Total Warrant liabilities, net | 279,300 | ||||||||||||
Stock issued for exercise of warrants (in shares) | 71,541,399 | ||||||||||||
Proceeds from exercise of warrants | $ 900 | ||||||||||||
Affiliated Entity | Convertible related party liabilities — 2020 LC Facility Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 35,770,699 | ||||||||||||
Total Warrant liabilities, net | 139,600 | ||||||||||||
Stock issued for exercise of warrants (in shares) | 35,770,699 | ||||||||||||
Gain (loss) on changes in fair value of warrants | $ 400 | ||||||||||||
Affiliated Entity | 2019 Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Temporary equity, stock issuance costs | $ 15,000 | ||||||||||||
Stock issuance costs | $ 38,600 | ||||||||||||
Senior secured debt | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,100,000 | $ 1,100,000 | |||||||||||
Interest rate | 12.50% | ||||||||||||
Write off of debt issuance costs | 5,900 | ||||||||||||
Borrowing term | 30 days | ||||||||||||
Minimum draw amount | $ 50,000 | ||||||||||||
Term | 4 years | ||||||||||||
Draw period | 6 months | ||||||||||||
Extended draw period | 6 months | ||||||||||||
Senior unsecured notes | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 2,200,000 | ||||||||||||
Interest rate | 5.00% | 5.00% | |||||||||||
Minimum draw amount | 250,000 | ||||||||||||
Term | 5 years | ||||||||||||
Required maximum liquidity | 750,000 | ||||||||||||
Outstanding principal balance | $ 2,200,000 | 1,200,000 | |||||||||||
Waived syndication right | $ 200,000 | ||||||||||||
Implied interest rate | 11.69% | ||||||||||||
Debt issuance costs | $ 568,900 | ||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 550,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,650,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 702,000 | ||||||||||||
Interest rate | 7.875% | 7.875% | |||||||||||
Outstanding principal balance | $ 669,000 | $ 669,000 | |||||||||||
Debt issuance costs | $ 17,400 | ||||||||||||
Senior Notes | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 550,000 | $ 550,000 | |||||||||||
Interest rate | 7.50% | 7.50% | |||||||||||
Borrowing term | 30 days | ||||||||||||
Minimum draw amount | $ 50,000 | ||||||||||||
Term | 18 months | ||||||||||||
Redemption price | 101.00% | ||||||||||||
Additional principal amount | $ 500,000 |
Other Assets - Deferred Financi
Other Assets - Deferred Financing Costs Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Deferred financing costs amortization | $ 207,467 | $ 169,736 |
SoftBank Senior Unsecured Notes Warrant | ||
Class of Warrant or Right [Line Items] | ||
Deferred financing costs amortization | 106,490 | 79,867 |
2020 LC Facility Warrant and LC Warrant | ||
Class of Warrant or Right [Line Items] | ||
Deferred financing costs amortization | 94,200 | 84,140 |
SoftBank Debt Financing Costs due to SBG | ||
Class of Warrant or Right [Line Items] | ||
Deferred financing costs amortization | 4,142 | 3,666 |
SoftBank Debt Financing Costs due to Third Parties | ||
Class of Warrant or Right [Line Items] | ||
Deferred financing costs amortization | $ 2,635 | $ 2,063 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Refunds payable to former members | $ 34,019 | $ 35,761 |
Current portion of long-term debt (See Note 14) | 29,202 | 13,114 |
Current portion of acquisition holdbacks | 0 | 1,593 |
IndiaCo Forward Liability (See Note 10) | 0 | 7,907 |
Other current liabilities | 14,692 | 25,380 |
Total other current liabilities | $ 77,913 | $ 83,755 |
Warrant Liabilities and SoftB_3
Warrant Liabilities and SoftBank Debt Financing (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Total Warrant liabilities, net | $ 15,547 | $ 418,908 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 17,879 | 0 |
Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments | (2,332) | 0 |
Total Warrant liabilities, net | 15,547 | 0 |
SoftBank Senior Unsecured and 2020 LC Warrants | ||
Class of Warrant or Right [Line Items] | ||
Total Warrant liabilities, net | 0 | 418,908 |
SoftBank Senior Unsecured Notes Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 568,877 | 568,877 |
Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments | (58,495) | (288,674) |
Warrant liability deferred financing cost adjustment | (934) | (934) |
Less: Exercise of warrants into Series H-3 Convertible Preferred Stock | (474,521) | 0 |
Less: Reclassification to Equity | (34,927) | 0 |
Total Warrant liabilities, net | 0 | 279,269 |
2020 LC Facility Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 284,440 | 284,440 |
Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments | (29,243) | (144,335) |
Warrant liability deferred financing cost adjustment | (466) | (466) |
Less: Exercise of warrants into Series H-3 Convertible Preferred Stock | (237,265) | 0 |
Less: Reclassification to Equity | (17,466) | 0 |
Total Warrant liabilities, net | $ 0 | $ 139,639 |
Warrant Liabilities and SoftB_4
Warrant Liabilities and SoftBank Debt Financing - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 20, 2021 | Apr. 15, 2021 | Apr. 03, 2020 | Nov. 04, 2019 | Oct. 30, 2019 | Apr. 30, 2020 | Nov. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Total Warrant liabilities, net | $ 15,547 | $ 418,908 | ||||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,000,000 | ||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | 92,590,259 | 33,021,700 | |||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 713,084 | $ 911,121 | $ 2,119,446 | |||||||||||||
Affiliated Entity | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Warrants (in shares) | 5,057,306 | |||||||||||||||
Gross proceeds | $ 921,600 | |||||||||||||||
Stock issuance costs | $ 48,000 | $ 15,000 | ||||||||||||||
Public And Private Warrants | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Warrants, exercise price (in usd per share) | $ 11.50 | $ 11.50 | ||||||||||||||
Warrants, term from Business Combination | 30 days | 30 days | ||||||||||||||
Warrants, term from Legacy initial public offering | 12 months | |||||||||||||||
Warrants, expiration term | 5 years | 5 years | ||||||||||||||
Private Warrants | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Warrants (in shares) | 7,173,333 | 7,773,333 | ||||||||||||||
Warrants, shares issuable, restriction period | 30 days | |||||||||||||||
Total Warrant liabilities, net | $ 15,547 | $ 0 | ||||||||||||||
Public Warrants | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Warrants (in shares) | 16,100,000 | 16,100,000 | ||||||||||||||
2019 Warrant | Affiliated Entity | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Agreement to purchase shares | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
Agreement to purchase shares, stock price (in usd per share) | $ 133.15 | $ 14.05 | ||||||||||||||
Adjustment to additional paid in capital, fair value adjustment of warrants | 219,700 | |||||||||||||||
Gross proceeds | $ 1,500,000 | |||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | |||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 200,000 | $ 911,100 | ||||||||||||||
Stock issuance costs | $ 38,600 | |||||||||||||||
Reclassification to equity upon amendment | 219,700 | |||||||||||||||
2019 Warrant | Affiliated Entity | Series H-1 | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 14,244,654 | |||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 200,000 | |||||||||||||||
Stock issuance costs | $ 38,600 | |||||||||||||||
Amended 2018 Warrant | Affiliated Entity | ||||||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 18,777,045 | |||||||||||||||
Convertible preferred stock, exercise of warrants, net | $ 1,974,500 | |||||||||||||||
Stock issuance costs | $ 16,500 | |||||||||||||||
Reclassification to equity upon amendment | $ 68,800 | |||||||||||||||
Adjustments to additional paid-in capital, warrant issued | $ 69,000 | |||||||||||||||
Warrant draw | $ 1,000,000 | $ 1,500,000 |
Warrant Liabilities and SoftB_5
Warrant Liabilities and SoftBank Debt Financing - Gain (Loss) From Change in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | $ (342,939) | $ 819,647 | $ 239,145 |
SoftBank Senior Unsecured Notes Warrant | |||
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | (230,179) | 288,674 | 0 |
2020 LC Facility Warrant | |||
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | (115,092) | 144,335 | 0 |
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | 2,332 | 0 | 0 |
2019 Warrant | |||
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | 0 | 386,638 | (217,466) |
Amended 2018 Warrant | |||
Class of Warrant or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liabilities (including from related party financial instruments of $(345,271), $819,647, and $(373,738) for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 13) | $ 0 | $ 0 | $ 456,611 |
Long-Term Debt, Net (Details)
Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2018 |
Debt Instrument [Line Items] | |||
Outstanding principal balance | $ 703,900 | ||
Less: Current portion of Other Loans (See Note 12) | (29,202) | $ (13,114) | |
Long-term debt, net | $ 665,598 | 688,356 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 7.875% | 7.875% | |
Outstanding principal balance | $ 669,000 | 669,000 | |
Less: Unamortized debt issuance costs | (9,100) | (11,363) | |
Long-term debt, net | 659,900 | 657,637 | |
Other Loans | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance | 34,900 | 43,833 | |
Less: Current portion of Other Loans (See Note 12) | (29,202) | (13,114) | |
Long-term debt, net | $ 5,698 | $ 30,719 | |
Other Loans | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.50% | ||
Other Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.30% |
Long-Term Debt, Net - Narrative
Long-Term Debt, Net - Narrative (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 11 Months Ended | 12 Months Ended | 48 Months Ended | |||||||||
Mar. 31, 2021USD ($) | Jul. 31, 2019USD ($)shares | Jan. 31, 2019USD ($) | Aug. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2025USD ($) | Sep. 01, 2019 | Feb. 08, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Outstanding principal balance | $ 703,900 | |||||||||||||
Loss on debt extinguishment | $ 0 | $ 77,336 | $ 0 | |||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | shares | 180,414 | 7,510,818 | ||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion | $ 722,977 | |||||||||||||
Interest expense | $ 56,005 | 57,309 | 94,795 | |||||||||||
Affiliated Entity | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs | $ 7,700 | 5,400 | ||||||||||||
Convertible note | $ 1,000,000 | |||||||||||||
Convertible note conversion terms, minimum gross proceeds from financing | $ 2,000,000 | |||||||||||||
Adjustment to additional paid in capital for change in fair value of convertible note | 236,400 | |||||||||||||
424 Fifth Venture Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 900,000 | |||||||||||||
Repayment of debt | 756,600 | |||||||||||||
Outstanding principal balance | 685,000 | |||||||||||||
Loss on debt extinguishment | 71,600 | |||||||||||||
Prepayment penalty and other closing costs | 56,100 | |||||||||||||
Weighted average interest rate | 7.80% | |||||||||||||
Interest expense | $ 10,400 | |||||||||||||
Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 702,000 | |||||||||||||
Interest rate | 7.875% | 7.875% | ||||||||||||
Issuance of debt | $ 702,000 | |||||||||||||
Debt issuance costs | $ 17,400 | |||||||||||||
Repayment of debt | 33,000 | |||||||||||||
Outstanding principal balance | $ 669,000 | $ 669,000 | ||||||||||||
Liquidity multiplier | 0.3 | |||||||||||||
Minimum Growth-Adjusted EBITDA | 1,000,000 | $ 500,000 | 200,000 | |||||||||||
Interest expense | 54,955 | 54,774 | 55,818 | |||||||||||
Senior Notes | Affiliated Entity | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 550,000 | |||||||||||||
Interest rate | 7.50% | |||||||||||||
Redemption price | 101.00% | |||||||||||||
Senior Notes | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum Growth-Adjusted EBITDA | $ 2,000,000 | |||||||||||||
Senior Notes | Debt Instrument, Redemption, Period One | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price | 100.00% | |||||||||||||
Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price | 101.00% | |||||||||||||
Other Loans | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayment of debt | 3,900 | 54,500 | ||||||||||||
Outstanding principal balance | 34,900 | 43,833 | ||||||||||||
Loss on debt extinguishment | $ 0 | $ 1,000 | ||||||||||||
Other Loans | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 2.50% | |||||||||||||
Other Loans | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 3.30% | |||||||||||||
Convertible notes | Affiliated Entity | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 2.80% | |||||||||||||
Original issue discount | $ 286,800 | 170,000 | ||||||||||||
Original issue discount increase upon amendment | 116,900 | |||||||||||||
Capital contributions relating to change in fair value | 119,500 | |||||||||||||
Convertible note, bifurcation of embedded redemption features | 25,300 | $ 178,800 | ||||||||||||
Principal amount converted | $ 1,000,000 | |||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | shares | 7,510,818 | |||||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion | $ 723,000 | |||||||||||||
Interest expense | $ 36,400 | |||||||||||||
Effective interest rate | 10.00% | 10.00% | ||||||||||||
Reduction of interest expense | $ 1,700 | $ 25,300 |
Long-Term Debt, Net - Interest
Long-Term Debt, Net - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 56,005 | $ 57,309 | $ 94,795 |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest expense, excluding amortization | 52,684 | 52,684 | 53,767 |
Amortization of debt issuance costs | 2,271 | 2,090 | 2,051 |
Interest expense | 54,955 | 54,774 | 55,818 |
Other Loans | |||
Debt Instrument [Line Items] | |||
Interest expense, excluding amortization | 1,050 | 2,535 | 4,315 |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Interest expense, excluding amortization | $ 0 | $ 0 | $ 34,662 |
Long-Term Debt, Net - Principal
Long-Term Debt, Net - Principal Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 29,202 |
2023 | 0 |
2024 | 5,698 |
2025 | 669,000 |
2026 | 0 |
2027 | 0 |
Outstanding principal balance | $ 703,900 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | $ 610,497 | $ 330,049 |
Other investments — available-for-sale convertible notes | 34,402 | 49,849 |
Total assets measured at fair value | 644,899 | 379,898 |
Other current liabilities — IndiaCo Forward Contract Liability | 7,907 | |
Total Warrant liabilities, net | 15,547 | 418,908 |
Total liabilities measured at fair value | 15,547 | 426,815 |
SoftBank Senior Unsecured Notes Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | 279,269 |
Convertible related party liabilities — 2020 LC Facility Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | 139,639 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 610,497 | 330,049 |
Other investments — available-for-sale convertible notes | 0 | 0 |
Total assets measured at fair value | 610,497 | 330,049 |
Other current liabilities — IndiaCo Forward Contract Liability | 0 | |
Total Warrant liabilities, net | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | SoftBank Senior Unsecured Notes Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | |
Fair Value, Inputs, Level 1 | Convertible related party liabilities — 2020 LC Facility Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 0 | 0 |
Other investments — available-for-sale convertible notes | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Other current liabilities — IndiaCo Forward Contract Liability | 0 | |
Total Warrant liabilities, net | 15,547 | |
Total liabilities measured at fair value | 15,547 | 0 |
Fair Value, Inputs, Level 2 | SoftBank Senior Unsecured Notes Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | |
Fair Value, Inputs, Level 2 | Convertible related party liabilities — 2020 LC Facility Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 0 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 0 | 0 |
Other investments — available-for-sale convertible notes | 34,402 | 49,849 |
Total assets measured at fair value | 34,402 | 49,849 |
Other current liabilities — IndiaCo Forward Contract Liability | 7,907 | |
Total Warrant liabilities, net | 0 | |
Total liabilities measured at fair value | $ 0 | 426,815 |
Fair Value, Inputs, Level 3 | SoftBank Senior Unsecured Notes Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | 279,269 | |
Fair Value, Inputs, Level 3 | Convertible related party liabilities — 2020 LC Facility Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Warrant liabilities, net | $ 139,639 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Classified as Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 49,849 | $ 5,541 |
Purchases | 15,000 | 85,000 |
Credit loss valuation allowance included in income (loss) from equity method and other investments | (19,010) | (43,857) |
Reclassification of forward contract liability to credit valuation allowance upon funding of commitment | (8,499) | 0 |
Unrealized (loss) gain on available-for-sale securities included in other comprehensive income | (2,341) | 4,369 |
Accrued interest income | 11,459 | 5,840 |
Accrued interest collected | (11,365) | (2,678) |
Foreign currency translation (losses) gain included in other comprehensive income | (691) | 3,810 |
Foreign currency gain (loss) included in net income | 0 | (8,176) |
Balance at end of period | $ 34,402 | $ 49,849 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Classified as Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | $ 426,815 | $ 2,151,520 |
Additions | 0 | 9,507 |
Settlements | (720,285) | (912,839) |
Change in Fair Value | 345,863 | (821,369) |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | (4) | |
Reclassification to Equity | (52,393) | |
Balance at End of Period | 0 | 426,815 |
Contingent consideration payable in stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | 445 |
Additions | 0 | |
Settlements | (319) | |
Change in Fair Value | (122) | |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | (4) | |
Balance at End of Period | 0 | |
IndiaCo Forward Contract Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 7,907 | 0 |
Additions | 0 | 9,507 |
Settlements | (8,499) | 0 |
Change in Fair Value | 592 | (1,600) |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | 0 | |
Reclassification to Equity | 0 | |
Balance at End of Period | 0 | 7,907 |
2019 Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | 1,297,758 |
Additions | 0 | |
Settlements | (911,120) | |
Change in Fair Value | (386,638) | |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | 0 | |
Balance at End of Period | 0 | |
SoftBank Senior Unsecured Notes Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 279,269 | 568,877 |
Additions | 0 | 0 |
Settlements | (474,521) | (934) |
Change in Fair Value | 230,179 | (288,674) |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | 0 | |
Reclassification to Equity | (34,927) | |
Balance at End of Period | 0 | 279,269 |
2020 LC Facility Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 139,639 | 284,440 |
Additions | 0 | 0 |
Settlements | (237,265) | (466) |
Change in Fair Value | 115,092 | (144,335) |
Foreign Currency Translation Gains (Losses) Included in Other Comprehensive Income | 0 | |
Reclassification to Equity | (17,466) | |
Balance at End of Period | $ 0 | $ 139,639 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | $ (345,863) | $ 821,369 |
Income (loss) from equity method and other investments | Fair Value, Inputs, Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | (592) | 1,600 |
Unrealized gains (losses) | 0 | 1,600 |
Gain (loss) from change in fair value of warrant liabilities | Fair Value, Inputs, Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | (345,271) | 819,647 |
Unrealized gains (losses) | 0 | 433,009 |
Selling, general and administrative expenses | Fair Value, Inputs, Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | 0 | (122) |
Unrealized gains (losses) | $ 0 | $ (122) |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Techniques and Significant Unobservable Inputs (Details) $ in Thousands | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments — available-for-sale convertible notes | $ 34,402 | $ 49,849 |
IndiaCo Forward Contract Liability | 7,907 | |
Total Warrant liabilities, net | $ 15,547 | $ 418,908 |
Discounted cash flow | Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments - available-for-sale convertible notes, measurement input | $ / shares | 2.22 | 2.97 |
IndiaCo Forward Contract Liability, measurement input | $ / shares | 2.97 | |
Discounted cash flow | Share price | Warrant Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities, measurement input | $ / shares | 3.09 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments — available-for-sale convertible notes | $ 34,402 | $ 49,849 |
IndiaCo Forward Contract Liability | 7,907 | |
Total Warrant liabilities, net | 0 | |
Fair Value, Inputs, Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments — available-for-sale convertible notes | 0 | 0 |
IndiaCo Forward Contract Liability | 0 | |
Total Warrant liabilities, net | $ 0 | |
Fair Value, Inputs, Level 1 | Warrant Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total Warrant liabilities, net | $ 418,908 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 02, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment loss | $ 0 | $ 120,273 | $ 2,559 | |
Property and equipment, net | 5,374,225 | 6,859,163 | ||
Debt, fair value | 639,200 | |||
Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment loss | 17,000 | |||
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment loss | 757,200 | $ 943,700 | $ 129,300 | |
Long-lived assets | 0 | |||
Impairment of right-of-use assets and property and equipment | 113,600 | |||
Property and equipment, net | $ 1,000,000 | |||
ChinaCo | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Ownership percentage | 19.70% | 21.60% | 21.60% | |
Equity method investment | $ 0 | $ 29,323 | $ 26,300 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Detail of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
ASC 606 membership and service revenue | $ 1,567,003 | $ 2,418,259 | $ 2,700,539 |
ASC 842 rental and service revenue | 900,780 | 715,019 | 358,154 |
Total membership and service revenue | 2,467,783 | 3,133,278 | 3,058,693 |
Other revenue | 102,344 | 282,587 | 399,899 |
Total revenue | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in accounts receivable and accrued revenue, net) | $ 27,783 | $ 36,284 |
Contract assets (included in other current assets) | 10,319 | 13,111 |
Contract assets (included in other assets) | 14,458 | 22,300 |
Deferred revenue | $ (41,520) | $ (74,645) |
Revenue Recognition - Prepaid M
Revenue Recognition - Prepaid Member Referral Fees and Deferred Sale Incentive Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Other current assets | $ 51,629 | $ 31,617 |
Other assets | $ 22,837 | $ 17,970 |
Revenue Recognition - Amortizat
Revenue Recognition - Amortization of Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Amortization of capitalized costs to obtain a contract with a customer | $ 67,233 | $ 94,032 | $ 129,744 |
Revenue Recognition - Allowance
Revenue Recognition - Allowance For Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 107,806 | $ 16,658 | $ 16,658 | |
Provision charged to expense | 15,147 | 67,482 | $ 22,221 | |
Write-offs | (43,204) | (26,443) | ||
Changes for member collectability uncertainty | (16,134) | 53,072 | ||
ChinaCo Deconsolidation (Note 7) | 0 | (1,363) | ||
Effect of foreign currency exchange rate changes | (1,101) | (1,600) | ||
Balance at end of period | $ 62,514 | $ 107,806 | $ 16,658 | 62,514 |
Revenue not recognized, COVID-19 | $ 36,900 |
Revenue Recognition - Future Mi
Revenue Recognition - Future Minimum Lease Cash Flows (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
2022 | $ 720,578 |
2023 | 457,149 |
2024 | 249,872 |
2025 | 119,425 |
2026 | 45,623 |
2027 and beyond | 55,419 |
Total | $ 1,648,066 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 38.1 | $ 89.7 |
Remaining performance obligations | $ 2,000 | |
Remaining performance obligation, percentage (more than) | 50.00% | |
Committed revenue backlog | $ 3,000 | $ 3,000 |
Leasing Arrangements - Narrativ
Leasing Arrangements - Narrative (Details) $ in Billions | 12 Months Ended | |
Dec. 31, 2021USD ($)leaselocation | Dec. 31, 2020USD ($)location | |
Lessee, Lease, Description [Line Items] | ||
Leases terminated, open locations | 98 | 24 |
Leases terminated, pre-open locations | 8 | 82 |
Leases amended | lease | 230 | |
Leases amended, reduction in future undiscounted fixed minimum lease cost payments | $ | $ 4.8 | $ 4 |
Future minimum lease cost payments for leases not yet taken possession | $ | $ 1 | |
ChinaCo | ||
Lessee, Lease, Description [Line Items] | ||
Leases terminated, open locations | 9 | |
Leases terminated, pre-open locations | 7 |
Leasing Arrangements - Operatin
Leasing Arrangements - Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | $ 2,819,720 | $ 2,830,761 | $ 1,870,744 |
Non-cash GAAP straight-line lease cost | 303,427 | 572,926 | 915,036 |
Amortization of lease incentives | (322,462) | (345,600) | (236,232) |
Total real estate operating lease cost | 2,800,685 | 3,058,087 | 2,549,548 |
Gains on lease terminations, net | (311,270) | (37,354) | 3,715 |
Location operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 2,531,216 | 2,638,455 | 1,686,431 |
Non-cash GAAP straight-line lease cost | 231,900 | 380,851 | 411,161 |
Amortization of lease incentives | (280,590) | (297,828) | (169,676) |
Total real estate operating lease cost | 2,482,526 | 2,721,478 | 1,927,916 |
Gains on lease terminations, net | 0 | 0 | 553 |
Pre-opening Location Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 110,539 | 128,452 | 119,220 |
Non-cash GAAP straight-line lease cost | 61,104 | 171,772 | 484,099 |
Amortization of lease incentives | (21,312) | (40,550) | (60,447) |
Total real estate operating lease cost | 150,331 | 259,674 | 542,872 |
Gains on lease terminations, net | 0 | 0 | 0 |
Selling, general and administrative expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 37,217 | 61,991 | 64,949 |
Non-cash GAAP straight-line lease cost | 1,388 | 19,727 | 19,776 |
Amortization of lease incentives | (3,231) | (6,138) | (6,109) |
Total real estate operating lease cost | 35,374 | 75,580 | 78,616 |
Gains on lease terminations, net | (40) | 0 | 0 |
Restructuring and other related costs | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 140,748 | 1,863 | 144 |
Non-cash GAAP straight-line lease cost | 9,035 | 576 | 0 |
Amortization of lease incentives | (17,329) | (1,084) | 0 |
Total real estate operating lease cost | 132,454 | 1,355 | 144 |
Gains on lease terminations, net | $ (311,230) | $ (37,354) | $ 3,162 |
Leasing Arrangements - Operat_2
Leasing Arrangements - Operating Lease Costs - Fixed and Variable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | $ 2,322,407 | $ 2,594,125 | $ 2,192,157 |
Fixed equipment and other lease costs | 1,276 | 2,115 | 6,206 |
Total fixed lease costs | 2,323,683 | 2,596,240 | 2,198,363 |
Variable real estate lease costs | 478,278 | 463,962 | 357,391 |
Variable equipment and other lease costs | 4,762 | 3,068 | 1,902 |
Total variable lease costs | 483,040 | 467,030 | 359,293 |
Location operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 2,037,500 | 2,283,042 | 1,612,658 |
Fixed equipment and other lease costs | 1,218 | 2,085 | 2,943 |
Total fixed lease costs | 2,038,718 | 2,285,127 | 1,615,601 |
Variable real estate lease costs | 445,026 | 438,436 | 315,258 |
Variable equipment and other lease costs | 3,143 | 2,877 | 1,902 |
Total variable lease costs | 448,169 | 441,313 | 317,160 |
Pre-opening Location Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 131,704 | 243,298 | 507,591 |
Fixed equipment and other lease costs | 21 | 0 | 0 |
Total fixed lease costs | 131,725 | 243,298 | 507,591 |
Variable real estate lease costs | 18,627 | 16,376 | 35,281 |
Variable equipment and other lease costs | (3) | 40 | 0 |
Total variable lease costs | 18,624 | 16,416 | 35,281 |
Selling, general and administrative expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 31,747 | 67,172 | 71,764 |
Fixed equipment and other lease costs | 13 | 30 | 3,263 |
Total fixed lease costs | 31,760 | 67,202 | 75,027 |
Variable real estate lease costs | 3,627 | 8,408 | 6,852 |
Variable equipment and other lease costs | 257 | 151 | 0 |
Total variable lease costs | 3,884 | 8,559 | 6,852 |
Restructuring and other related costs | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 121,456 | 613 | 144 |
Fixed equipment and other lease costs | 24 | 0 | 0 |
Total fixed lease costs | 121,480 | 613 | 144 |
Variable real estate lease costs | 10,998 | 742 | 0 |
Variable equipment and other lease costs | 1,365 | 0 | 0 |
Total variable lease costs | $ 12,363 | $ 742 | $ 0 |
Leasing Arrangements - Finance
Leasing Arrangements - Finance Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Depreciation and Amortization | $ 4,675 | $ 5,271 | $ 4,499 |
Interest Expense | 4,230 | 4,675 | 4,621 |
Total | $ 8,905 | $ 9,946 | $ 9,120 |
Leasing Arrangements - Assets a
Leasing Arrangements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease right-of-use assets | $ 13,052,091 | $ 15,107,880 |
Finance lease right-of-use assets, location | Property and equipment, net | Property and equipment, net |
Finance lease right-of-use assets | $ 46,700 | $ 48,116 |
Total leased assets | 13,098,791 | 15,155,996 |
Current liabilities | ||
Operating lease liabilities | $ 887,962 | $ 842,680 |
Operating lease liabilities location | Total current liabilities | Total current liabilities |
Finance lease liabilities | $ 5,105 | $ 4,851 |
Finance lease liabilities location | Total current liabilities | Total current liabilities |
Total current liabilities | $ 893,067 | $ 847,531 |
Non-current liabilities | ||
Operating lease obligations | $ 17,887,661 | $ 20,220,274 |
Operating lease obligations location | Total non-current liabilities | Total non-current liabilities |
Finance lease obligations | $ 37,965 | $ 43,332 |
Finance lease obligations location | Total non-current liabilities | Total non-current liabilities |
Total non-current liabilities | $ 17,925,626 | $ 20,263,606 |
Total lease obligations | 18,818,693 | 21,111,137 |
Finance lease right-of-use assets, accumulated amortization | $ 21,600 | $ 17,600 |
Leasing Arrangements - Weighted
Leasing Arrangements - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating lease | 12 years | 13 years |
Weighted average remaining lease term, finance lease | 9 years | 10 years |
Weighted average discount rate percentage, operating lease | 8.70% | 8.70% |
Weighted average discount rate percentage, finance lease | 7.50% | 7.50% |
Leasing Arrangements - Annual L
Leasing Arrangements - Annual Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Leases | ||
2022 | $ 8,948 | |
2023 | 8,655 | |
2024 | 7,307 | |
2025 | 6,395 | |
2026 | 6,483 | |
2027 | 26,018 | |
Total undiscounted fixed minimum lease cost payments | 63,806 | |
Less amount representing lease incentive receivables | 0 | |
Less amount representing interest | (20,736) | |
Present value of future lease payments | 43,070 | |
Less current portion of lease obligation | (5,105) | $ (4,851) |
Total long-term lease obligation | 37,965 | 43,332 |
Operating Leases | ||
2022 | 2,475,445 | |
2023 | 2,481,214 | |
2024 | 2,540,304 | |
2025 | 2,561,026 | |
2026 | 2,588,515 | |
2027 | 19,057,245 | |
Total undiscounted fixed minimum lease cost payments | 31,703,749 | |
Less amount representing lease incentive receivables | (397,791) | |
Less amount representing interest | (12,530,335) | |
Present value of future lease payments | 18,775,623 | |
Less current portion of lease obligation | (887,962) | (842,680) |
Total long-term lease obligation | 17,887,661 | 20,220,274 |
Total | ||
2022 | 2,484,393 | |
2023 | 2,489,869 | |
2024 | 2,547,611 | |
2025 | 2,567,421 | |
2026 | 2,594,998 | |
2027 | 19,083,263 | |
Total undiscounted fixed minimum lease cost payments | 31,767,555 | |
Less amount representing lease incentive receivables | (397,791) | |
Less amount representing interest | (12,551,071) | |
Total lease obligations | 18,818,693 | 21,111,137 |
Less current portion of lease obligation | (893,067) | (847,531) |
Total non-current liabilities | $ 17,925,626 | $ 20,263,606 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2019 | |
Noncontrolling Interest [Line Items] | |||
Valuation allowance | $ 5,775,391 | $ 4,057,892 | |
Increase in valuation allowance | 1,700,000 | ||
Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 122,000 | ||
We Company MC | |||
Noncontrolling Interest [Line Items] | |||
Controlling interest ownership | 100.00% | ||
WeWork Companies LLC | WeWork Partnership | |||
Noncontrolling Interest [Line Items] | |||
Controlling interest ownership | 100.00% | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 6,900,000 | ||
Net operating loss carryforwards, not subject to expiration | 6,000,000 | ||
Net operating loss carryforwards, subject to expiration | 900,000 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 6,600,000 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 4,100,000 | ||
Net operating loss carryforwards, not subject to expiration | $ 3,500,000 |
Income Taxes - Pre-Tax Loss (De
Income Taxes - Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (3,312,041) | $ (1,540,919) | $ (2,497,989) |
Non-U.S. | (1,316,090) | (2,273,432) | (1,231,261) |
Pre-tax loss | $ (4,628,131) | $ (3,814,351) | $ (3,729,250) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 0 | 0 | 0 |
Non-U.S. | 3,331 | 20,456 | 49,371 |
Total current tax provision | 3,331 | 20,456 | 49,371 |
Deferred tax provision (benefit): | |||
Federal | (65) | (118) | (148) |
State and local | 308 | (324) | (510) |
Non-U.S. | (110) | (508) | (3,076) |
Total deferred tax provision (benefit) | 133 | (950) | (3,734) |
Income tax provision (benefit) | $ 3,464 | $ 19,506 | $ 45,637 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) at the U.S. Federal tax rate | $ (971,908) | $ (801,014) | $ (783,143) |
State income taxes, inclusive of valuation allowance | 628 | (256) | (403) |
Withholding tax | 2,304 | 8,350 | 13,712 |
Foreign rate differential | (46,798) | (39,240) | (23,087) |
Stock-based compensation | 5,815 | 30,567 | 13,772 |
Non-deductible compensation | 89,941 | 0 | 0 |
Non-deductible expenses | 29,533 | 15,056 | 13,333 |
Non-deductible financial instrument expense | 118,061 | (136,753) | (15,402) |
Goodwill Impairment | 0 | 1,492 | 39,482 |
Rate Change | (528,448) | (143,058) | 10,259 |
ChinaCo Deconsolidation | 0 | 286,637 | 0 |
Finite-Lived Intangible | (282,823) | 0 | (1,191,728) |
Other, net | (19,360) | 54,609 | (3,298) |
Valuation allowance | 1,606,519 | 743,116 | 1,972,140 |
Income tax provision (benefit) | $ 3,464 | $ 19,506 | $ 45,637 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | |||
Investment in partnership | $ 585,889 | $ 488,786 | |
Deferred rent | 196,597 | 136,502 | |
Property and Equipment | 159,589 | 71,353 | |
Accrued expenses | 8,288 | 11,527 | |
Stock-based compensation | 9,511 | 8,107 | |
Deferred financing obligation | 2,080 | 2,546 | |
Unrealized (gain) loss on foreign exchange | 9,663 | 3,634 | |
Net operating loss | 3,055,131 | 2,033,703 | |
Capital Loss | 25,770 | 40,677 | |
Finite-lived intangibles | 1,782,602 | 1,259,586 | |
Interest | 21,482 | 6,989 | |
Lease Liability | 2,489,762 | 2,636,664 | |
Other | 16,500 | 14,515 | |
Total deferred tax assets | 8,362,864 | 6,714,589 | |
Valuation allowance | (5,775,391) | (4,057,892) | |
Total net deferred tax assets | 2,587,473 | 2,656,697 | |
Deferred tax liabilities: | |||
Deferred Rent | (931) | (755) | |
Accrued Expenses | (5,612) | (2,206) | |
Unrealized (Gain)/Loss on foreign exchange | (1,774) | (7,655) | |
Property and equipment | (49,630) | (10,969) | |
Finite-lived intangibles | (288) | (264) | |
Right-of-Use Asset | (2,477,219) | (2,630,343) | |
Other | (50,746) | (3,128) | |
Total deferred tax liabilities | (2,586,200) | (2,655,320) | |
Net deferred tax asset | 1,273 | 1,377 | |
Deferred income tax assets, net | $ 1,273 | $ 1,377 | $ 1,200 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 20, 2021shares | Nov. 04, 2019USD ($)shares | Apr. 30, 2020USD ($)$ / sharesshares | Oct. 31, 2019$ / sharesshares | Jul. 31, 2019USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018shares |
Temporary Equity [Line Items] | |||||||||||
Recapitalization exchange ratio | 0.82619 | ||||||||||
Preferred stock, authorized (in shares) | 100,000,000 | 0 | |||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | |||||||||
Preferred stock, issued (in shares) | 0 | 0 | |||||||||
Par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Shares authorized (in shares) | 0 | 782,507,467 | |||||||||
Stock issued for acquisitions (in shares) | 0 | 25,724 | 1,329,954 | ||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | 92,590,259 | 33,021,700 | ||||||||
Convertible preferred stock, exercise of warrants, net | $ | $ 713,084 | $ 911,121 | $ 2,119,446 | ||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | 180,414 | 7,510,818 | |||||||||
Convertible preferred stock, Issuance of stock in connection with acquisitions (in shares) | 1,329,958 | ||||||||||
Convertible notes | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | 468,394 | ||||||||||
Affiliated Entity | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Stock issuance costs | $ | $ 48,000 | $ 15,000 | |||||||||
Affiliated Entity | Convertible notes | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Principal amount converted | $ | $ 1,000,000 | ||||||||||
Convertible preferred stock, issuance of shares in connection with convertible note conversion (in shares) | 7,510,818 | ||||||||||
2019 Warrant | Affiliated Entity | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ | $ 200,000 | $ 911,100 | |||||||||
Stock issuance costs | $ | $ 38,600 | ||||||||||
Acquisition Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares authorized (in shares) | 11,484,041 | ||||||||||
Series H-1 | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares authorized (in shares) | 187,565,805 | ||||||||||
Stock sold, price (in usd per share) | $ / shares | $ 9.84 | $ 14.04 | |||||||||
Conversion of stock (in shares) | 28,489,311 | ||||||||||
Series H-1 | 2019 Warrant | Affiliated Entity | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 14,244,654 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ | $ 200,000 | ||||||||||
Stock issuance costs | $ | $ 38,600 | ||||||||||
Series H-2 Convertible Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares authorized (in shares) | 187,565,805 | ||||||||||
Stock sold, price (in usd per share) | $ / shares | $ 14.04 | ||||||||||
Series H-3 Convertible Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares authorized (in shares) | 107,312,100 | ||||||||||
Stock sold, price (in usd per share) | $ / shares | $ 0.01 | ||||||||||
Series H-4 Convertible Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares authorized (in shares) | 107,312,100 | ||||||||||
Stock sold, price (in usd per share) | $ / shares | $ 0.01 | ||||||||||
Series G-1 | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 18,777,045 | ||||||||||
Series G | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock, Issuance of stock in connection with acquisitions (in shares) | 40,609 |
Convertible Preferred Stock - I
Convertible Preferred Stock - Issued and Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 0 | 304,791,824 | 183,687,000 | |
Shares outstanding (in shares) | 0 | 304,791,824 | 183,686,531 | 141,904,384 |
Carrying amount | $ 0 | $ 7,666,098 | $ 6,473,604 | $ 3,498,696 |
Series A | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 31,720,000 | 31,720,000 | ||
Shares outstanding (in shares) | 31,720,000 | 31,720,000 | ||
Carrying amount | $ 17,350 | $ 17,350 | ||
Series B | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 18,313,000 | 18,313,000 | ||
Shares outstanding (in shares) | 18,313,000 | 18,313,000 | ||
Carrying amount | $ 40,995 | $ 40,995 | ||
Series C | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 23,467,000 | 23,467,000 | ||
Shares outstanding (in shares) | 23,467,000 | 23,467,000 | ||
Carrying amount | $ 154,699 | $ 154,699 | ||
Series D-1 | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 9,864,000 | 9,864,000 | ||
Shares outstanding (in shares) | 9,864,000 | 9,864,000 | ||
Carrying amount | $ 198,541 | $ 198,541 | ||
Series D-2 | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 7,750,000 | 7,750,000 | ||
Shares outstanding (in shares) | 7,750,000 | 7,750,000 | ||
Carrying amount | $ 155,996 | $ 155,996 | ||
Series E | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 10,900,000 | 10,900,000 | ||
Shares outstanding (in shares) | 10,900,000 | 10,900,000 | ||
Carrying amount | $ 433,507 | $ 433,507 | ||
Series F | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 11,368,000 | 11,368,000 | ||
Shares outstanding (in shares) | 11,368,000 | 11,368,000 | ||
Carrying amount | $ 675,913 | $ 675,913 | ||
Series G | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 27,358,000 | 27,358,000 | ||
Shares outstanding (in shares) | 27,358,000 | 27,358,000 | ||
Carrying amount | $ 1,729,997 | $ 1,729,997 | ||
Series G-1 | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 26,288,000 | 26,288,000 | ||
Shares outstanding (in shares) | 26,288,000 | 26,288,000 | ||
Carrying amount | $ 2,681,069 | $ 2,681,069 | ||
Series H-1 | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 135,324,000 | 14,245,000 | ||
Shares outstanding (in shares) | 135,324,000 | 14,245,000 | ||
Carrying amount | $ 1,352,819 | $ 161,353 | ||
Acquisition | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 2,438,000 | 2,413,000 | ||
Shares outstanding (in shares) | 2,438,000 | 2,413,000 | ||
Carrying amount | $ 223,912 | $ 222,884 | ||
Junior | ||||
Temporary Equity [Line Items] | ||||
Shares issued (in shares) | 1,000 | 1,000 | ||
Shares outstanding (in shares) | 1,000 | 1,000 | ||
Carrying amount | $ 1,300 | $ 1,300 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 20, 2021USD ($)$ / sharesshares | Apr. 30, 2021$ / sharesshares | Oct. 31, 2019$ / sharesshares | Apr. 30, 2019shares | Dec. 31, 2021USD ($)$ / sharesclassentityshares | Dec. 31, 2019USD ($) | Feb. 26, 2021entity | Feb. 25, 2021entity | Dec. 31, 2020USD ($)class$ / sharesshares | Oct. 30, 2019entityshares | Oct. 29, 2019entity |
Class of Stock [Line Items] | |||||||||||
Common stock, authorized (in shares) | shares | 1,208,250,504 | ||||||||||
Number of classes of common stock | class | 4 | 4 | |||||||||
Common stock, number of votes per share | entity | 10 | ||||||||||
Stock acquired (in shares) | shares | 4,200,000 | 46,890 | 4,000,000 | ||||||||
Stock acquired, share price (in usd per share) | $ 23.23 | $ 20.49 | |||||||||
Stock acquired, repurchase price above fair market value, additional compensation expense | $ | $ 3,300 | ||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares of common stock per unit (in shares) | entity | 1 | ||||||||||
Number of warrants per unit (in shares) | 0.3333 | ||||||||||
Stock issued for exercise of warrants (in shares) | shares | 206,547 | ||||||||||
Proceeds from exercise of warrants | $ | $ 0 | ||||||||||
Reclassification to equity | $ | 52,393 | ||||||||||
Fair value of warrant at issuance | $ | $ 15,547 | $ 418,908 | |||||||||
2020 Credit Facility | Line of Credit | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Interest rate | 12.78% | ||||||||||
Interest rate - cash | 5.475% | ||||||||||
Interest rate - warrants | 7.305% | ||||||||||
SoftBank Senior Unsecured Notes Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Reclassification to equity | $ | $ 34,927 | ||||||||||
Convertible related party liabilities — 2020 LC Facility Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Reclassification to equity | $ | $ 17,466 | ||||||||||
Public And Private Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants, exercise price (in usd per share) | $ 11.50 | $ 11.50 | |||||||||
Warrants, term from Business Combination | 30 days | 30 days | |||||||||
Warrants, term from Legacy initial public offering | 12 months | ||||||||||
Warrants, expiration term | 5 years | 5 years | |||||||||
Public And Private Warrants | Warrant Redemption Scenario One | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants, exercise price (in usd per share) | $ 11.50 | ||||||||||
Warrants, redemption price if reference value exceeds threshold | 0.01 | ||||||||||
Warrants, reference value threshold (in usd per share) | 18 | ||||||||||
Public And Private Warrants | Warrant Redemption Scenario Two | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants, redemption price if reference value exceeds threshold | 0.10 | ||||||||||
Warrants, reference value threshold (in usd per share) | $ 10 | ||||||||||
Private Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants (in shares) | shares | 7,173,333 | 7,773,333 | |||||||||
Warrants, shares issuable, restriction period | 30 days | ||||||||||
Fair value of warrant at issuance | $ | $ 15,547 | $ 0 | |||||||||
Public Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants (in shares) | shares | 16,100,000 | 16,100,000 | |||||||||
Warrants, maximum issuable (in shares) | shares | 16,100,000 | ||||||||||
Warrants, issued (in shares) | shares | 16,099,959 | ||||||||||
Warrants, notice period for redemption | 30 days | ||||||||||
SVF II Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants (in shares) | shares | 28,948,838 | ||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||
SVFE Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants (in shares) | shares | 10,184,811 | ||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||
LC Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | $ 0.01 | |||||||||
Shares to be issued upon exercise of warrants (in shares) | shares | 11,923,567 | ||||||||||
Fair value of warrant at issuance | $ | $ 101,600 | ||||||||||
First Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants (in shares) | shares | 39,133,649 | ||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||
Adjustment to additional paid in capital, fair value adjustment of warrants | $ | $ 405,800 | ||||||||||
Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, authorized (in shares) | shares | 1,500,000,000 | 777,979,845 | |||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, number of votes per share | entity | 1 | ||||||||||
Class C common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, authorized (in shares) | shares | 25,041,666 | 42,109,087 | |||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, number of votes per share | entity | 1 | 1 | 3 | 3 | |||||||
Class B, C and D common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, number of votes per share | entity | 3 |
Shareholders' Equity - Outstand
Shareholders' Equity - Outstanding Warrants (Details) | Dec. 31, 2021$ / sharesshares |
Not Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 23,877,787 |
Warrants Expiring July 31, 2025 | Not Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 4,495 |
Warrants, exercise price (in usd per share) | $ / shares | $ 15.89 |
Warrants Expiring July 31, 2025 | Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 56,114,522 |
Warrants Expiring February 8, 2026 | Not Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 23,873,292 |
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 |
Warrants Expiring December 27, 2024 | Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 5,057,306 |
Warrants, exercise price (in usd per share) | $ / shares | $ 0.02 |
Warrants Expiring October 20, 2031 | Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 39,133,649 |
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 |
Warrants Expiring December 6, 2031 | Held by Softbank and Softbank Affiliates | |
Class of Warrant or Right [Line Items] | |
Number of shares (in shares) | 11,923,567 |
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 |
Stock-Based Compensation - Gene
Stock-Based Compensation - General Narrative (Details) - shares | Dec. 31, 2021 | Oct. 19, 2021 | Mar. 17, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for grant and issuance, maximum (in shares) | 63,452,448 | ||
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for grant and issuance, maximum (in shares) | 72,000,000 | ||
Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for grant and issuance (in shares) | 1,491,319 | 39,657,781 | 67,570,890 |
Class A common stock | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for grant and issuance (in shares) | 7,931,556 | ||
Class B common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for grant and issuance (in shares) | 42,109,086 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 45,700 | $ 213,669 | $ 62,776 | $ 358,969 |
Non-employee contractors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | (2,271) | 7,893 | 20,367 | |
Location operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 14,950 | 8,975 | 46,135 | |
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 94,790 | 41,783 | 300,612 | |
Restructuring and other related costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 103,929 | 12,018 | 12,222 | |
WeWork Partnerships Profits Interest Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 101,982 | 874 | 15,128 | |
Service-based vesting stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 12,685 | 28,154 | 83,564 | |
Stock-based compensation expense capitalized | 100 | 400 | 1,100 | |
Service-based vesting stock options | Non-employee contractors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | (2,271) | 1,747 | 2,209 | |
Service, performance and market-based vesting stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 12,679 | 1,133 | 0 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 34,462 | 8,242 | 10,989 | |
2019 Tender Offer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 136,032 | |
2020 Tender Offer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 9,130 | 112,788 | |
2021 Tender Offer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 47,970 | 0 | 0 | |
2020 Option Repricing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,184 | 1,276 | 0 | |
PacificCo LTEIP exit event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 11,421 | 0 | |
ChinaCo ordinary share subscription rights | Non-employee contractors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 6,146 | 18,040 | |
Other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,707 | 2,546 | 468 | |
Other | Non-employee contractors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 118 |
Stock-Based Compensation - Prof
Stock-Based Compensation - Profits Interest Units and Noncontrolling Partnership Interests in the WeWork Partnership Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Oct. 31, 2019 | Aug. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 24, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from exercise of warrants | $ 0 | |||||||
Restructuring and other related costs | 433,811 | $ 206,703 | $ 329,221 | |||||
Employee Termination Benefits | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restructuring and other related costs | $ 102,000 | $ 28,198 | $ 191,582 | |||||
2019 Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from exercise of warrants | $ 1,500,000 | |||||||
WeWork Partnerships Profits Interest Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 39,116,872 | 0 | ||||||
Granted (in usd per share) | $ 63.30 | $ 0 | ||||||
Awards granted, weighted-average per-unit preference amount (in usd per share) | $ 16.87 | $ 0 | ||||||
Vested and expected to vest (in shares) | 42,057 | |||||||
Vested and expected to vest (in usd per share) | $ 59.65 | |||||||
Awards forfeited (in shares) | 856,235 | |||||||
Vested awards outstanding (in shares) | 42,057 | |||||||
Unrecognized stock-based compensation expense, other awards | $ 0 | |||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 35,090,905 | |||||||
Vested and expected to vest (in shares) | 649,831 | 649,831 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 34,441,074 | |||||||
Vested and expected to vest (in usd per share) | $ 10.38 | $ 23.23 | $ 77.90 | |||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 0 | $ 23.23 | 46.43 | |||||
Awards modified (in shares) | 19,896,032 | |||||||
Awards forfeited (in shares) | 15,194,872 | |||||||
Awards vested (in shares) | 12,896,795 | |||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | Share Based Compensation, Award Modification One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vested and expected to vest (in usd per share) | $ 23.23 | 77.90 | ||||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 23.23 | 46.43 | ||||||
Awards modified (in shares) | 6,349,406 | |||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | Share Based Compensation, Award Modification Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vested and expected to vest (in usd per share) | $ 25.48 | 59.65 | ||||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 25.48 | $ 46.43 | ||||||
Awards modified (in shares) | 12,896,795 | |||||||
Award vesting period | 2 years | |||||||
WeWork Partnerships Profits Interest Units | Former members of executive management | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 813,422 | ||||||
Award vesting period | 7 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2021USD ($)employee$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 2.02 | $ 20.06 | ||||
Unrecognized stock-based compensation expense, options | $ 1.1 | |||||
Weighted-average period for recognition | 1 year 4 months 24 days | |||||
Forgiveness of receivable | $ 0.6 | $ 5.2 | ||||
Stockholders | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Interest rate | 1.90% | |||||
Notes receivable | $ 2.7 | $ 2.7 | ||||
Forgiveness of receivable | 1.1 | |||||
Repayment of stockholder notes receivable | 1.6 | |||||
Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Interest rate | 2.90% | |||||
Notes receivable | 362.1 | |||||
Forgiveness of receivable | 1.8 | |||||
Shares surrendered in satisfaction of related party notes receivable | shares | 7,797,980 | |||||
Collection of receivable | $ 365.4 | 2.5 | ||||
Service-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term | 10 years | |||||
Intrinsic value of options exercised | $ 132.6 | $ 0.7 | $ 156.6 | |||
Options granted (in shares) | shares | 0 | |||||
Unrecognized stock-based compensation expense, options | $ 17.6 | |||||
Weighted-average period for recognition | 2 years 9 months 18 days | |||||
Service-based vesting stock options | Valuation Technique, Black Scholes Option Pricing Model | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | shares | 1,304,290 | |||||
Service-based vesting stock options | Valuation Technique, Binomial Option Pricing Model | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | shares | 22,399,888 | |||||
Service, performance and market-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term | 10 years | |||||
Options granted (in shares) | shares | 0 | |||||
Unrecognized stock-based compensation expense, options | $ 11.3 | |||||
Weighted-average period for recognition | 1 year 6 months | |||||
Options modified (in shares) | shares | 12,600,000 | |||||
Options modified, number of employees | employee | 38 | |||||
Options modified, weighted-average fair value (in usd per share) | $ / shares | $ 3.19 | |||||
Options modified, increase in weighted-average fair value (in usd per share) | $ / shares | $ 1.40 | |||||
Options, performance based conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value assumptions, suboptimal exercise factor | 2.5 | |||||
Fair value assumptions, post-vesting forfeiture rate | 10.00% | |||||
Options, performance and market based conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value assumptions, suboptimal exercise factor | 2.5 | |||||
Minimum | Service-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Minimum | Service, performance and market-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Maximum | Service-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 5 years | |||||
Maximum | Service, performance and market-based vesting stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 5 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested, Cumulative | 74,357 | ||||||
Forgiveness of receivable | $ 600 | $ 5,200 | |||||
Weighted-average period for recognition | 1 year 4 months 24 days | ||||||
Former members of executive management | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Notes receivable | $ 20,200 | 2,200 | |||||
Interest rate | 2.60% | ||||||
Loan and interest forgiveness | $ 800 | $ 12,500 | |||||
Settlement of loans and accrued interest | 2,200 | ||||||
Proceeds from repayment of loans and accrued interest | $ 1,100 | ||||||
Location operating expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Forgiveness of receivable | 3,300 | ||||||
Selling, general and administrative expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Forgiveness of receivable | $ 1,900 | ||||||
Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Awards granted (in shares) | 74,357 | ||||||
Notes Receivable, Related Party, Term | 9 years | ||||||
Proceeds From Share Based Compensation Arrangement | $ 700 | ||||||
Awards vested (in shares) | 37,178 | ||||||
Restricted stock | Former members of executive management | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Awards granted (in shares) | 624,631 | 93,886 | |||||
Awards surrendered (in shares) | 53,280 | ||||||
Awards surrendered | $ 300 | ||||||
RSUs | Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 1,995,245 | ||||||
Contractual term | 7 years | ||||||
RSUs | Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Awards granted (in shares) | 1,239,285 | ||||||
Contractual term | 7 years | ||||||
Restricted Stock, Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 364,237 | ||||||
Notes receivable | $ 6,200 | ||||||
Restricted Stock, Legacy WeWork Class B | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 413,095 | ||||||
Notes receivable | $ 5,600 | ||||||
Restricted stock and RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 14,425,969 | ||||||
Awards vested (in shares) | 1,191,729 | ||||||
Fair value of awards vested | $ 14,500 | $ 1,500 | $ 4,400 | ||||
Weighted-average period for recognition | 2 years 1 month 6 days | ||||||
Restricted stock and RSUs | Employees and non-employee directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense, other awards | $ 58,600 | ||||||
Restricted stock and RSUs, performance based vesting conditions | Employees and non-employee directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense, other awards | $ 11,900 | ||||||
Minimum | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Interest rate | 1.60% | ||||||
Minimum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Performance Condition Period | 7 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | ||||||
Maximum | Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 7 years | ||||||
Interest rate | 1.80% | ||||||
Maximum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 7 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Performance Condition Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years |
Stock-Based Compensation - Tend
Stock-Based Compensation - Tender Offers Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Nov. 30, 2019USD ($)$ / shares | Oct. 31, 2019$ / sharesshares | Apr. 30, 2019$ / sharesshares | Jan. 31, 2019USD ($) | Mar. 31, 2021USD ($)grantee$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)grantee | Dec. 31, 2020USD ($)granteeshares | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,000,000 | ||||||||||
Stock acquired (in shares) | shares | 4,200,000 | 46,890 | 4,000,000 | |||||||||
Share price (in usd per share) | $ / shares | $ 65.37 | $ 23.23 | ||||||||||
Stock-based compensation expense (recovery) | $ 45,700 | $ 213,669 | $ 62,776 | $ 358,969 | ||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||
Awards modified, number of grantees | grantee | 1,774 | |||||||||||
Tender Offer liability, current | $ 132,500 | |||||||||||
Reclassification to additional paid in capital, termination of Tender Offer | $ 132,500 | |||||||||||
Tender offer | $ 921,600 | |||||||||||
Tender offer, share price (in usd per share) | $ / shares | $ 23.23 | $ 23.23 | ||||||||||
Stock acquired, share price (in usd per share) | $ / shares | $ 23.23 | $ 20.49 | ||||||||||
Reduction to additional paid in capital, share repurchase | $ 45,500 | |||||||||||
Stock repurchase liability, current | $ 92,700 | $ 92,700 | ||||||||||
Tender Offer awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense (recovery) | 8,000 | 136,000 | ||||||||||
Stock-based compensation expense capitalized | 500 | |||||||||||
Reduction of additional paid in capital, cost recognition | $ 0 | 1,100 | 10,600 | |||||||||
RSUs | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense (recovery) | 34,462 | $ 8,242 | 10,989 | |||||||||
Awards modified (in shares) | shares | 490,837 | 393,064 | ||||||||||
Awards modified, number of grantees | grantee | 1,774 | 659 | ||||||||||
Incremental compensation cost | $ 2,300 | $ 1,100 | ||||||||||
2020 Tender Offer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense (recovery) | $ 0 | $ 9,130 | $ 112,788 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Repricing and Option Repricing Exchange Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2021USD ($) | Jun. 30, 2020grantee$ / sharesshares | Nov. 30, 2019grantee$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020$ / shares | Oct. 31, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price (in usd per share) | $ / shares | $ 2.55 | $ 4.99 | $ 4.85 | $ 5 | ||||
Option repricing, number of grantees | grantee | 5,690 | 4,210 | ||||||
Options repricing, options exchanged (in shares) | shares | 30,343,908 | 12,794,270 | ||||||
Options repricing, options exchanged, exercise price (in usd per share) | $ / shares | $ 4.85 | $ 34.49 | ||||||
Options repricing, options issued (in shares) | shares | 30,343,908 | 4,597,367 | ||||||
Options repricing, options issued, exercise price (in usd per share) | $ / shares | $ 2.55 | $ 4.99 | ||||||
Stock-based compensation expense (recovery) | $ | $ 45,700 | $ 213,669 | $ 62,776 | $ 358,969 | ||||
Unrecognized stock-based compensation expense, options | $ | $ 1,100 | |||||||
Weighted-average period for recognition | 1 year 4 months 24 days | |||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option repricing, exchange ratio | 1 | |||||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option repricing, exchange ratio | 3 | |||||||
2020 Option Repricing | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense (recovery) | $ | $ 1,184 | $ 1,276 | $ 0 |
Stock-Based Compensation - Chin
Stock-Based Compensation - ChinaCo, PacificCo and JapanCo Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 02, 2020shares | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2017$ / sharesshares | Mar. 31, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2020shares | Nov. 30, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense (recovery) | $ | $ 45,700 | $ 213,669 | $ 62,776 | $ 358,969 | ||||||
ChinaCo awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 10,000,000 | |||||||||
Award vesting period | 5 years | |||||||||
Granted (in usd per share) | $ / shares | $ 3.51 | |||||||||
Awards vested (in shares) | 2,000,000 | |||||||||
Stock issued for services (in shares) | 2,000,000 | |||||||||
Awards cancelled (in shares) | 6,000,000 | |||||||||
Stock-based compensation expense (recovery) | $ | $ 0 | $ 6,100 | $ 18,000 | |||||||
PacificCo awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,843,225 | |||||||||
Awards forfeited (in shares) | 78,275 | |||||||||
Awards settled in cash, payments | $ | $ 1,300 | |||||||||
JapanCo awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 767,232,000,000 | 1,762,919,000,000 | 0 | |||||||
Award vesting period | 5 years | |||||||||
Granted (in usd per share) | $ / shares | $ 1.43 | $ 1.43 | $ 1.43 | |||||||
Stock-based compensation expense (recovery) | $ | $ 0 | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,788,022 | |||||||||
Number of shares that may be granted (in shares) | 4,210,568 | |||||||||
Membership interest per award | 0.000001 | |||||||||
Awards granted, weighted-average exercise price (in usd per share) | $ / shares | $ 3.96 | $ 3.96 | $ 3.96 | |||||||
Fair value assumptions, suboptimal exercise factor | 2.5 | |||||||||
Fair value assumptions, post-vesting forfeiture rate | 10.00% | |||||||||
Unrecognized stock-based compensation expense, other awards | $ | $ 3,100 |
Stock-Based Compensation - WeWo
Stock-Based Compensation - WeWork Partnerships Profits Interest Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Aug. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Aggregate Intrinsic Value | |||
Granted | $ 0 | ||
Exchanged/redeemed | 234,375 | ||
Forfeited/canceled | $ 0 | ||
WeWork Partnerships Profits Interest Units | |||
Number of Units | |||
Outstanding | 20,794,324 | ||
Granted (in shares) | 39,116,872 | 0 | |
Exchanged/redeemed (in shares) | (19,896,032) | ||
Forfeited/canceled (in shares) | (856,235) | ||
Outstanding | 42,057 | ||
Exercisable (in shares) | 42,057 | ||
Vested and expected to vest (in shares) | 42,057 | ||
Weighted-Average Distribution Threshold | |||
Outstanding (in usd per share) | $ 26.20 | ||
Granted (in usd per share) | $ 63.30 | 0 | |
Exchanged/redeemed (in usd per share) | 10.38 | ||
Forfeited/canceled (in usd per share) | 59.65 | ||
Outstanding (in usd per share) | 59.65 | ||
Exercisable (in usd per share) | 59.65 | ||
Vested and expected to vest (in usd per share) | 59.65 | ||
Weighted-Average Preference Amount | |||
Outstanding (in usd per share) | 0.47 | ||
Awards granted, weighted-average per-unit preference amount (in usd per share) | $ 16.87 | 0 | |
Exchanged/redeemed (in usd per share) | 10.38 | ||
Forfeited/canceled (in usd per share) | 13.22 | ||
Outstanding (in usd per share) | 13.22 | ||
Exercisable (in usd per share) | 13.22 | ||
Vested and expected to vest (in usd per share) | $ 13.22 | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | |
Exercisable | 0 | ||
Vested and expected to vest | $ 0 | ||
WeWork Partnerships Profits Interest Units | Previously Reported | |||
Number of Units | |||
Outstanding | 25,168,938 | ||
Weighted-Average Distribution Threshold | |||
Outstanding (in usd per share) | $ 21.64 | ||
WeWork Partnerships Profits Interest Units | Revision of Prior Period, Adjustment | |||
Number of Units | |||
Outstanding | (4,374,614) | ||
Weighted-Average Distribution Threshold | |||
Outstanding (in usd per share) | $ 4.56 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Service-based vesting stock options | ||
Number of Shares | ||
Outstanding (in shares) | 28,154,819 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (11,990,205) | |
Forfeited/canceled (in shares) | (4,579,589) | |
Outstanding (in shares) | 11,585,025 | 28,154,819 |
Exercisable (in shares) | 7,487,907 | |
Vested and expected to vest (in shares) | 11,585,025 | |
Vested and exercisable (in shares) | 7,487,907 | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 5.74 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 2.19 | |
Forfeited/canceled (in usd per share) | 11.71 | |
Outstanding (in usd per share) | 7.15 | $ 5.74 |
Exercisable (in usd per share) | 9.20 | |
Vested and expected to vest (in usd per share) | 7.15 | |
Vested and exercisable (in usd per share) | $ 9.20 | |
Weighted Average Remaining Contractual Life | ||
Outstanding | 6 years 4 months 24 days | 6 years 4 months 24 days |
Exercisable | 5 years 6 months | |
Vested and expected to vest | 6 years 4 months 24 days | |
Vested and exercisable | 5 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding | $ 49,478 | $ 12,534 |
Exercisable | 25,579 | |
Vested and expected to vest | 49,478 | |
Vested and exercisable | $ 25,579 | |
Service-based vesting stock options | Previously Reported | ||
Number of Shares | ||
Outstanding (in shares) | 34,077,898 | |
Outstanding (in shares) | 34,077,898 | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 4.74 | |
Outstanding (in usd per share) | $ 4.74 | |
Service-based vesting stock options | Revision of Prior Period, Adjustment | ||
Number of Shares | ||
Outstanding (in shares) | (5,923,079) | |
Outstanding (in shares) | (5,923,079) | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 1 | |
Outstanding (in usd per share) | $ 1 | |
Service, performance and market-based vesting stock options | ||
Number of Shares | ||
Outstanding (in shares) | 12,857,582 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited/canceled (in shares) | (5,204,997) | |
Outstanding (in shares) | 7,652,585 | 12,857,582 |
Exercisable (in shares) | 0 | |
Vested and expected to vest (in shares) | 7,652,585 | |
Vested and exercisable (in shares) | 0 | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 2.53 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0 | |
Forfeited/canceled (in usd per share) | 2.54 | |
Outstanding (in usd per share) | 2.54 | $ 2.53 |
Exercisable (in usd per share) | 0 | |
Vested and expected to vest (in usd per share) | 2.54 | |
Vested and exercisable (in usd per share) | $ 0 | |
Weighted Average Remaining Contractual Life | ||
Outstanding | 8 years 4 months 24 days | 9 years 4 months 24 days |
Vested and expected to vest | 8 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 46 | $ 0 |
Exercisable | 0 | |
Vested and expected to vest | 46 | |
Vested and exercisable | $ 0 | |
Service, performance and market-based vesting stock options | Previously Reported | ||
Number of Shares | ||
Outstanding (in shares) | 15,562,500 | |
Outstanding (in shares) | 15,562,500 | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 2.09 | |
Outstanding (in usd per share) | $ 2.09 | |
Service, performance and market-based vesting stock options | Revision of Prior Period, Adjustment | ||
Number of Shares | ||
Outstanding (in shares) | (2,704,918) | |
Outstanding (in shares) | (2,704,918) | |
Weighted-Average Exercise Price | ||
Outstanding (in usd per share) | $ 0.44 | |
Outstanding (in usd per share) | $ 0.44 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Apr. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in usd per share) | $ 23.23 | $ 65.37 | ||
Weighted average expected term (years) | 5 years 6 months 21 days | |||
Weighted average expected volatility | 50.00% | |||
Risk-free interest rate, minimum | 0.20% | |||
Risk-free interest rate, maximum | 0.80% | |||
Dividend yield | 0.00% | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in usd per share) | $ 2.51 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in usd per share) | $ 2.54 | |||
Service-based vesting stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average expected term (years) | 6 years 2 months 19 days | 6 years 4 months 28 days | ||
Weighted average expected volatility | 51.00% | 40.00% | ||
Risk-free interest rate, minimum | 0.30% | 1.98% | ||
Risk-free interest rate, maximum | 1.02% | 2.70% | ||
Dividend yield | 0.00% | 0.00% | ||
Service-based vesting stock options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in usd per share) | $ 2.51 | $ 45.32 | ||
Service-based vesting stock options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in usd per share) | $ 2.54 | $ 51.90 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock and RSUs Activity (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021grantee$ / sharesshares | Dec. 31, 2021grantee$ / sharesshares | Dec. 31, 2020grantee$ / sharesshares | |
Weighted Average Grant Date Value | |||
Awards modified, number of grantees | grantee | 1,774 | ||
Restricted stock and RSUs | |||
Shares | |||
Unvested (in shares) | 2,329,145 | 2,329,145 | |
Granted (in shares) | 14,425,969 | ||
Vested (in shares) | (1,191,729) | ||
2021 Tender Offer (in shares) | (490,837) | ||
Forfeited/canceled (in shares) | (2,841,926) | ||
Unvested (in shares) | 12,230,623 | 2,329,145 | |
Weighted Average Grant Date Value | |||
Unvested (in usd per share) | $ / shares | $ 20.39 | $ 20.39 | |
Granted (in usd per share) | $ / shares | 5.89 | ||
Vested (in usd per share) | $ / shares | 17.62 | ||
2021 Tender Offer (in usd per share) | $ / shares | 13.80 | ||
Forfeited/canceled (in usd per share) | $ / shares | 5.01 | ||
Unvested (in usd per share) | $ / shares | $ 7.36 | $ 20.39 | |
Restricted stock and RSUs | Previously Reported | |||
Shares | |||
Unvested (in shares) | 2,819,146 | 2,819,146 | |
Unvested (in shares) | 2,819,146 | ||
Weighted Average Grant Date Value | |||
Unvested (in usd per share) | $ / shares | $ 16.85 | $ 16.85 | |
Unvested (in usd per share) | $ / shares | $ 16.85 | ||
Restricted stock and RSUs | Revision of Prior Period, Adjustment | |||
Shares | |||
Unvested (in shares) | (490,001) | (490,001) | |
Unvested (in shares) | (490,001) | ||
Weighted Average Grant Date Value | |||
Unvested (in usd per share) | $ / shares | $ 3.54 | $ 3.54 | |
Unvested (in usd per share) | $ / shares | $ 3.54 | ||
RSUs | |||
Weighted Average Grant Date Value | |||
Awards modified, number of grantees | grantee | 1,774 | 659 | |
RSUs | Minimum | |||
Weighted Average Grant Date Value | |||
Award vesting period | 3 years | ||
RSUs | Maximum | |||
Weighted Average Grant Date Value | |||
Award vesting period | 7 years | ||
RSUs | Share-based Payment Arrangement, Tranche One | |||
Shares | |||
Unvested (in shares) | 8,733,215 | ||
RSUs | Share-based Payment Arrangement, Tranche One | Minimum | |||
Weighted Average Grant Date Value | |||
Award vesting period | 3 years | ||
RSUs | Share-based Payment Arrangement, Tranche One | Maximum | |||
Weighted Average Grant Date Value | |||
Award vesting period | 7 years | ||
RSUs | Employees | |||
Shares | |||
Granted (in shares) | 1,995,245 | ||
RSUs | Executives | |||
Shares | |||
Granted (in shares) | 1,239,285 | ||
Weighted Average Grant Date Value | |||
Award vesting period | 3 years | ||
Restricted stock units, performance conditions | |||
Shares | |||
Granted (in shares) | 262,878 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | Dec. 31, 2021shares |
Softbank Warrants | |
Class of Warrant or Right [Line Items] | |
Shares to be issued upon exercise of warrants (in shares) | 9,534,516 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributed to WeWork Inc. | $ (4,439,027) | $ (3,129,358) | $ (3,264,738) |
Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement | (405,816) | 0 | 0 |
Net loss attributable to Class A and Class B Common Stockholders, basic | (4,844,843) | (3,129,358) | (3,264,738) |
Net loss attributable to Class A and Class B Common Stockholders, diluted | $ (4,844,843) | $ (3,129,358) | $ (3,264,738) |
Denominator: | |||
Weighted-average shares - Basic (in shares) | 263,584,930 | 140,680,131 | 139,160,229 |
Weighted-average shares - Diluted (in shares) | 263,584,930 | 140,680,131 | 139,160,229 |
Net loss per share attributable to Class A and Class B Common Stockholders: | |||
Basic (in usd per share) | $ (18.38) | $ (22.24) | $ (23.46) |
Diluted (in usd per share) | $ (18.38) | $ (22.24) | $ (23.46) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 304,790,585 | 183,685,292 |
Convertible Preferred Stock Series Junior | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 1,239 | 1,239 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 648,809 | 648,809 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 19,237,610 | 41,012,401 | 20,245,802 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 12,230,623 | 2,329,145 | 5,521,886 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 23,877,787 | 112,580,862 | 208,375,715 |
WeWork Partnership Profits Interest Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 42,057 | 20,794,324 | 22,928,692 |
WeWork Partnership Common Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 19,896,032 | 0 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Dec. 27, 2019USD ($) | Dec. 31, 2021USD ($)claim | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($) | May 31, 2021USD ($) | Feb. 28, 2020USD ($) | Dec. 31, 2021USD ($)claim | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 10, 2023USD ($) | May 31, 2019USD ($) | Apr. 30, 2018 | Nov. 30, 2017USD ($) | Nov. 30, 2015USD ($) |
Other Commitments [Line Items] | ||||||||||||||
Related party warrant liability | $ 284,400,000 | |||||||||||||
Construction purchase commitments | $ 58,700,000 | $ 58,700,000 | $ 108,200,000 | |||||||||||
Pending claims | claim | 2 | 2 | ||||||||||||
Asset retirement obligations | $ 219,561,000 | $ 219,561,000 | 205,965,000 | $ 131,989,000 | ||||||||||
Senior Notes | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Interest rate | 7.875% | 7.875% | 7.875% | |||||||||||
Repayment of debt | 33,000,000 | |||||||||||||
Debt issuance costs, net | $ 9,100,000 | $ 9,100,000 | 11,363,000 | |||||||||||
Amortization of debt issuance costs | 2,271,000 | 2,090,000 | $ 2,051,000 | |||||||||||
2019 Credit Facility | Line of Credit | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Availability | $ 650,000,000 | |||||||||||||
Write off of debt issuance costs | $ 4,700,000 | |||||||||||||
Letters of credit outstanding | 143,700,000 | |||||||||||||
2019 Credit Facility | Line of Credit | Lease Agreements | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Letters of credit outstanding | 8,100,000 | 8,100,000 | 49,200,000 | |||||||||||
Restricted cash | 11,300,000 | 11,300,000 | 53,600,000 | |||||||||||
2019 Credit Facility | Line of Credit | Letter of Credit | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Availability | $ 200,000,000 | $ 500,000,000 | ||||||||||||
2020 Credit Facility | Line of Credit | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Availability | $ 1,750,000,000 | |||||||||||||
Letters of credit outstanding | $ 1,250,000,000 | $ 1,250,000,000 | ||||||||||||
Fronting fee percentage | 0.125% | |||||||||||||
Fronting fee percentage, excess | 0.415% | |||||||||||||
Outstanding letters of credit fee percentage | 5.475% | 2.875% | ||||||||||||
Implied interest rate | 12.47% | 12.47% | ||||||||||||
2020 Credit Facility | Line of Credit | Forecast | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Availability | $ 1,250,000,000 | |||||||||||||
2020 Credit Facility | Line of Credit | Letter of Credit | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Remaining availability | $ 500,000,000 | $ 500,000,000 | ||||||||||||
2020 Credit Facility | Line of Credit | Letters Of Credit Securing 2019 LC Facility | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Letters of credit outstanding | 6,200,000 | 6,200,000 | ||||||||||||
Company/SBG Reimbursement Agreement | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Interest expense | 82,200,000 | $ 69,700,000 | ||||||||||||
LC Debt Facility | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Loan payable | $ 350,000,000 | |||||||||||||
Issuance fee percentage | 5.475% | |||||||||||||
Fronting fee percentage | 0.125% | |||||||||||||
Repayment of debt | $ 350,000,000 | $ 350,000,000 | ||||||||||||
Debt issuance costs, net | $ 500,000 | 500,000 | ||||||||||||
Amortization of debt issuance costs | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 205,965 | $ 131,989 |
Liabilities incurred in the current period | 9,607 | 8,842 |
Liabilities settled in the current period | (18,506) | (5,475) |
Accretion of liability | 16,792 | 9,888 |
Revisions in estimated cash flows | 19,770 | 64,630 |
ChinaCo Deconsolidation (Note 7) | 0 | (8,883) |
Effect of foreign currency exchange rate changes | (14,067) | 4,974 |
Balance at end of period | 219,561 | 205,965 |
Less: Current portion of asset retirement obligations | (421) | (113) |
Total non-current portion of asset retirement obligations | $ 219,140 | $ 205,852 |
Other Related Party Transacti_3
Other Related Party Transactions - Sound Ventures (Details) $ in Millions | Jun. 30, 2021USD ($) |
Sound Ventures II, LLC | |
Related Party Transaction [Line Items] | |
Ownership percentage sold | 5.70% |
Capital committed | $ 8 |
Purchase price | 6.1 |
Capital commitments assumed by buyer | $ 1.9 |
Creator Fund | |
Related Party Transaction [Line Items] | |
Percent of profits on sale of underlying portfolio investments above threshold | 20.00% |
Underlying portfolio investments threshold | $ 101.8 |
Other Related Party Transacti_4
Other Related Party Transactions - International Joint Ventures and Strategic Partnerships (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 142,833 | $ 169,783 | $ 179,651 | ||
Affiliated Entity | ChinaCo | |||||
Related Party Transaction [Line Items] | |||||
Transition services fees | $ 1,800 | ||||
Transition services reimbursement | $ 600 | ||||
Annual management fee percent | 4.00% | ||||
Information technology services | $ 1,300 | ||||
Lease guarantees | $ 3,500 | ||||
Lease guaranty fee | 100 | ||||
Revenue from related parties | $ 1,600 | $ 2,600 | $ 0 |
Other Related Party Transacti_5
Other Related Party Transactions - Creator Fund (Details) - USD ($) $ in Thousands | Mar. 21, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 142,833 | $ 169,783 | $ 179,651 | ||
Deferred revenue | $ 41,520 | 74,645 | |||
Affiliated Entity | Creator Fund | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement income | $ 80,000 | ||||
Deposit liabilities | 0 | 40,000 | $ 20,000 | ||
Revenue from related parties | $ 0 | 38,400 | |||
Deferred revenue | $ 21,600 |
Other Related Party Transacti_6
Other Related Party Transactions - VistJet (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Cancellation of debt | $ 1.5 |
Other Related Party Transacti_7
Other Related Party Transactions - Non-Compete Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Expenses, related party | $ 84,797 | $ 80,524 | $ 290,748 |
Chief Executive Officer | Non-compete agreement | |||
Related Party Transaction [Line Items] | |||
Expenses, related party | $ 185,000 | ||
Expense paid inititally | 50.00% | ||
Expense paid in twelve equal monthly installments | 50.00% | ||
Chief Executive Officer | Reimbursement of legal expenses | |||
Related Party Transaction [Line Items] | |||
Expenses, related party | $ 1,500 | ||
Liability to related party | $ 1,500 |
Other Related Party Transacti_8
Other Related Party Transactions - Tender Offer and Settlement Agreement (Details) $ / shares in Units, $ in Thousands | Apr. 15, 2021USD ($)$ / shares | Feb. 26, 2021entity | Feb. 25, 2021USD ($)entity$ / sharesshares | Feb. 28, 2021shares | Nov. 30, 2019USD ($)$ / shares | Jan. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)entity$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Oct. 21, 2021$ / shares | Oct. 30, 2019entity | Oct. 29, 2019entity |
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds | $ 3,000,000 | $ 1,000,000 | ||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||
Common stock, number of votes per share | entity | 10 | |||||||||||||
Restructuring and other related costs | $ 433,811 | $ 206,703 | $ 329,221 | |||||||||||
Percent of combined voting power | 49.90% | |||||||||||||
Class C common stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, number of votes per share | entity | 1 | 3 | 1 | 3 | ||||||||||
WeWork Partnerships Profits Interest Units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Catch up base amount | $ 0 | |||||||||||||
Distribution threshold (in usd per share) | $ / shares | $ 10 | $ 59.65 | $ 26.20 | |||||||||||
SBG | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments for settlement | $ 105,600 | |||||||||||||
Mr. Neumann | WeWork Partnerships Profits Interest Units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Awards converted to common stock (in shares) | shares | 19,896,032 | |||||||||||||
Subsidiary sale of stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Restructuring and other related costs | $ 428,300 | |||||||||||||
Share based compensation, award modification | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Restructuring and other related costs | 102,000 | |||||||||||||
Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds | $ 921,600 | |||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||
Stock issuance costs | $ 48,000 | $ 15,000 | ||||||||||||
Affiliated Entity | We Holdings, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds | $ 578,400 | |||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||
Stock sold (in shares) | shares | 24,901,342 | |||||||||||||
Chief Executive Officer | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Settlement agreement, cease of beneficial share ownership threshold (at least) | shares | 1,720,950 | |||||||||||||
Distribution threshold (in usd per share) | $ / shares | $ 10.38 |
Other Related Party Transacti_9
Other Related Party Transactions - Real Estate Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Lease cost expense | $ 2,800,685 | $ 3,058,087 | $ 2,549,548 |
Contractual obligation | 18,775,623 | ||
Interest expense, finance lease | 4,230 | 4,675 | 4,621 |
Finance lease liability | 43,070 | ||
Future minimum lease cost, operating lease | 31,703,749 | ||
Future minimum lease cost, finance lease | 63,806 | ||
Future minimum lease cost payments for leases not yet taken possession | 1,000,000 | ||
Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Lease cost expense | 7,826 | 10,884 | 7,731 |
Contractual obligation | 8,484 | 10,524 | 6,463 |
Tenant incentives received | 76 | 3,898 | 437 |
Interest expense, finance lease | 1,536 | 1,589 | 1,631 |
Finance lease liability | 2,094 | 2,044 | 1,993 |
Finance lease, tenant incentives received | 0 | 834 | 0 |
Future minimum lease cost, operating lease | 58,683 | ||
Future minimum lease cost, finance lease | 12,705 | ||
Tenant lease receivable | 0 | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Lease cost expense | 55,595 | 43,712 | 42,171 |
Contractual obligation | 53,997 | 33,411 | 30,515 |
Tenant incentives received | 3,545 | $ 13,283 | $ 13,015 |
Future minimum lease cost, operating lease | 933,847 | ||
Tenant lease receivable | 13,391 | ||
Future minimum lease cost payments for leases not yet taken possession | $ 108,400 |
Other Related Party Transact_10
Other Related Party Transactions - Membership and Service Agreements (Details) - USD ($) $ in Thousands | Nov. 04, 2019 | Aug. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | $ 142,833 | $ 169,783 | $ 179,651 | |||||
Expenses, related party | 84,797 | 80,524 | 290,748 | |||||
Forgiveness of receivable | $ 600 | 5,200 | ||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fee reimbursement liability, maximum | $ 50,000 | 50,000 | ||||||
Deferred financing costs, net | 20,000 | |||||||
Stock issuance costs | $ 48,000 | 15,000 | ||||||
Fees reimbursed | 0 | 35,500 | ||||||
Fee reimbursement liability | 14,500 | 14,500 | ||||||
Affiliated Entity | 2019 Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Temporary equity, stock issuance costs | $ 15,000 | |||||||
Stock issuance costs | $ 38,600 | |||||||
Affiliated Entity | SBG | Membership and Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | 118,915 | 142,135 | 108,900 | |||||
Expenses, related party | 21,375 | 20,108 | 7,748 | |||||
Other Affiliates | Membership and Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | 14,449 | 22,918 | 16,008 | |||||
Expenses, related party | 0 | 5,820 | 1,036 | |||||
Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursement of tax withholding | 900 | |||||||
Collection of receivable | $ 365,400 | 2,500 | ||||||
Forgiveness of receivable | 1,800 | |||||||
Chief Executive Officer | Membership and Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | 0 | 0 | 277 | |||||
Expenses, related party | $ 0 | $ 0 | 238 | |||||
Immediate Family Member Of Member Of Board Of Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses, related party | $ 120 |
Segment Disclosures and Conce_3
Segment Disclosures and Concentration - Revenues and Property and Equipment by Country (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 1 | ||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
Total property and equipment | 7,424,782 | 8,586,761 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,148,850 | 1,685,274 | 1,874,589 |
Total property and equipment | 4,035,613 | 4,752,834 | |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 347,292 | 421,252 | 466,202 |
Total property and equipment | 876,822 | 1,020,575 | |
Japan | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 211,658 | 250,733 | 174,120 |
Total property and equipment | 486,525 | 525,046 | |
Greater China | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 206,261 | 228,537 |
Other foreign countries | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 862,327 | 852,345 | $ 715,144 |
Total property and equipment | $ 2,025,822 | $ 2,288,306 |
Segment Disclosures and Conce_4
Segment Disclosures and Concentration - Concentrations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Revenue | $ 2,570,127 | $ 3,415,865 | $ 3,458,592 |
United States | |||
Concentration Risk [Line Items] | |||
Revenue | 1,148,850 | 1,685,274 | 1,874,589 |
United Kingdom | |||
Concentration Risk [Line Items] | |||
Revenue | $ 347,292 | $ 421,252 | $ 466,202 |
Revenues | Geographic concentration risk | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 45.00% | 49.00% | 54.00% |
Revenues | Geographic concentration risk | United Kingdom | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.00% | 12.00% | 13.00% |
Revenues | Geographic concentration risk | London | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 87.00% | ||
Property and equipment | Geographic concentration risk | London | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 88.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Mar. 01, 2022location | Feb. 17, 2022USD ($) | Feb. 15, 2022USD ($) | Feb. 10, 2022 |
Subsequent Event [Line Items] | ||||
Joint venture, reimbursement payable waived | $ 6.5 | |||
Number of locations acquired | location | 23 | |||
Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Related party transaction, lease termination, release of unpaid tenant improvement allowances held in escrow | $ 0.6 | |||
IndiaCo | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 27.50% |
Uncategorized Items - we-202203
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |