Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39419 | |
Entity Registrant Name | WEWORK INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1144904 | |
Entity Address, Address Line One | 75 Rockefeller Plaza | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 389-3922 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001813756 | |
Class A common stock, $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 per share | |
Trading Symbol | WE | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 708,056,261 | |
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | WE WS | |
Security Exchange Name | NYSE | |
Class C common stock, $0.0001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,938,089 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 460 | $ 924 | |
Accounts receivable and accrued revenue, net of allowance | [1] | 103 | 130 |
Prepaid expenses | [1] | 149 | 180 |
Other current assets | [1] | 154 | 238 |
Total current assets | 866 | 1,472 | |
Total property and equipment | 4,655 | 5,374 | |
Lease right-of-use assets, net | 11,257 | 13,052 | |
Restricted cash | 7 | 11 | |
Equity method and other investments | 62 | 200 | |
Goodwill | 682 | 677 | |
Intangible assets, net | 83 | 57 | |
Other assets | [1] | 727 | 913 |
Total assets | 18,339 | 21,756 | |
Current liabilities: | |||
Accounts payable and accrued expenses | [1] | 496 | 621 |
Members’ service retainers | 419 | 421 | |
Deferred revenue | [1] | 138 | 120 |
Current lease obligations | [1] | 892 | 893 |
Other current liabilities | [1] | 149 | 78 |
Total current liabilities | 2,094 | 2,133 | |
Long-term lease obligations | [1] | 15,569 | 17,926 |
Unsecured notes payable | [1] | 2,200 | 2,200 |
Warrant liabilities, net | 2 | 16 | |
Long-term debt, net | 1,005 | 666 | |
Other liabilities | 224 | 228 | |
Total liabilities | 21,094 | 23,169 | |
Commitments and contingencies (Note 20) | |||
Redeemable noncontrolling interests | (14) | 36 | |
Equity | |||
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 | |
Treasury stock, at cost; 2,944,212 shares held as of September 30, 2022 and December 31, 2021 | (29) | (29) | |
Additional paid-in capital | 12,377 | 12,321 | |
Accumulated other comprehensive income (loss) | 343 | (31) | |
Accumulated deficit | (15,723) | (14,143) | |
Total WeWork Inc. shareholders' deficit | (3,032) | (1,882) | |
Noncontrolling interests | 291 | 433 | |
Total equity | (2,741) | (1,449) | |
Total liabilities and equity | 18,339 | 21,756 | |
Common stock Class A; par value $0.0001; 1,500,000,000 shares authorized, 709,752,947 shares issued and 706,808,735 shares outstanding as of September 30, 2022, and 1,500,000,000 shares authorized, 705,016,923 shares issued and 702,072,711 shares outstanding as of December 31, 2021 | |||
Equity | |||
Common stock | 0 | 0 | |
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | |||
Equity | |||
Common stock | $ 0 | $ 0 | |
[1]See Note 21 for disclosure of related party amounts |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 17 | $ 63 |
Other assets | 412 | 596 |
Unsecured notes payable, related parties | $ 1,650 | $ 1,650 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 2,944,212 | 2,944,212 |
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 | 1,500,000,000 |
Common stock, issued (in shares) | 709,752,947 | 705,016,923 |
Common stock, outstanding (in shares) | 706,808,735 | 702,072,711 |
Class C common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 25,041,666 | 25,041,666 |
Common stock, issued (in shares) | 19,938,089 | 19,938,089 |
Common stock, outstanding (in shares) | 19,938,089 | 19,938,089 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenue | [1] | $ 817,000 | $ 661,000 | $ 2,397,000 | $ 1,852,000 |
Expenses: | |||||
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $148 and $162 for the three months ended and $455 and $508 for the nine months ended September 30, 2022 and 2021, respectively, shown separately below) | 730,000 | 752,000 | 2,202,000 | 2,351,000 | |
Pre-opening location expenses | 23,000 | 40,000 | 108,000 | 117,000 | |
Selling, general and administrative expenses | 181,000 | 234,000 | 578,000 | 734,000 | |
Restructuring and other related (gains) costs | (34,000) | 16,000 | (190,000) | 482,000 | |
Impairment expense | 97,000 | 88,000 | 224,000 | 629,000 | |
Depreciation and amortization | 156,000 | 171,000 | 485,000 | 535,000 | |
Total expenses | [1] | 1,153,000 | 1,301,000 | 3,407,000 | 4,848,000 |
Loss from operations | (336,000) | (640,000) | (1,010,000) | (2,996,000) | |
Interest and other income (expense), net: | |||||
Income (loss) from equity method and other investments | (10,000) | 5,000 | (13,000) | (19,000) | |
Interest expense | [1] | (116,000) | (121,000) | (388,000) | (339,000) |
Interest income | 3,000 | 6,000 | 6,000 | 14,000 | |
Foreign currency gain (loss) | (167,000) | (103,000) | (368,000) | (141,000) | |
Gain (loss) from change in fair value of warrant liabilities | [1] | 0 | 7,000 | 10,000 | (343,000) |
Total interest and other income (expense), net | (290,000) | (206,000) | (753,000) | (828,000) | |
Pre-tax loss | (626,000) | (846,000) | (1,763,000) | (3,824,000) | |
Income tax benefit (provision) | (3,000) | 2,000 | (5,000) | (5,000) | |
Net loss | (629,000) | (844,000) | (1,768,000) | (3,829,000) | |
Net loss attributable to noncontrolling interests: | |||||
Redeemable noncontrolling interests — mezzanine | 10,000 | 42,000 | 46,000 | 106,000 | |
Noncontrolling interest — equity | 51,000 | 0 | 142,000 | (1,000) | |
Net loss attributable to WeWork Inc. | $ (568,000) | $ (802,000) | $ (1,580,000) | $ (3,724,000) | |
Net loss per share attributable to Class A and Class B common stockholders (see Note 19): | |||||
Basic (in usd per share) | $ (0.75) | $ (5.50) | $ (2.08) | $ (25.79) | |
Diluted (in usd per share) | $ (0.75) | $ (5.50) | $ (2.08) | $ (25.79) | |
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 762,385,436 | 145,995,136 | 761,219,635 | 144,376,771 | |
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 762,385,436 | 145,995,136 | 761,219,635 | 144,376,771 | |
[1]See Note 21 for disclosure of related party amounts. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Cost, depreciation and amortization | $ 148 | $ 162 | $ 455 | $ 508 |
Interest expense, related parties | 84 | 104 | 307 | 288 |
Gain (loss) from change in fair value of warrant liabilities | $ 0 | $ 7 | $ 0 | $ (343) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (629) | $ (844) | $ (1,768) | $ (3,829) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax of none for the three and nine months ended September 30, 2022 and 2021 | 173 | 86 | 341 | 107 |
Unrealized (loss) gain on available-for-sale securities, net of tax of none for the three and nine months ended September 30, 2022 and 2021 | 0 | 0 | 2 | (3) |
Other comprehensive income (loss), net of tax | 173 | 86 | 343 | 104 |
Comprehensive loss | (456) | (758) | (1,425) | (3,725) |
Net (income) loss attributable to noncontrolling interests | 61 | 42 | 188 | 106 |
Other comprehensive (income) loss attributable to noncontrolling interests | 5 | 4 | 31 | 28 |
Comprehensive loss attributable to WeWork Inc. | $ (390) | $ (712) | $ (1,206) | $ (3,591) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized (loss) gain on available-for-sale securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY - USD ($) $ in Thousands | Total | Class A common stock | Class C common stock | Common Stock Class A common stock | Common Stock Class B common stock | Common Stock Class C common stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests |
Convertible preferred stock, balance (in shares) at Dec. 31, 2020 | 304,791,824 | ||||||||||
Convertible preferred stock, balance at Dec. 31, 2020 | $ 7,666,000 | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2020 | $ 380,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ 713,000 | ||||||||||
Net income (loss) | (30,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ (24,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Mar. 31, 2021 | 412,103,923 | ||||||||||
Convertible preferred stock, balance at Mar. 31, 2021 | $ 8,379,000 | ||||||||||
Redeemable noncontrolling interest, balance at Mar. 31, 2021 | 326,000 | ||||||||||
Balance (in shares) at Dec. 31, 2020 | 34,297,295 | 106,894,492 | 20,794,324 | ||||||||
Balance at Dec. 31, 2020 | (7,672,000) | $ 0 | $ 0 | $ 0 | $ 2,188,000 | $ (159,000) | $ (9,703,000) | $ 2,000 | |||
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) | (105,151) | ||||||||||
Issuance of stock for services rendered | (2,000) | (2,000) | |||||||||
Transfer from Class B to Class A (in shares) | 106,894,492 | (106,894,492) | |||||||||
Stock-based compensation | $ 68,000 | ||||||||||
Exercise of stock options (in shares) | 775,323 | ||||||||||
Exercise of stock options | $ 1,000 | ||||||||||
Transaction with principal shareholder | 428,000 | 428,000 | |||||||||
Net income (loss) | (2,032,000) | (2,032,000) | |||||||||
Other comprehensive income (loss), net of tax | 63,000 | 63,000 | |||||||||
Balance (in shares) at Mar. 31, 2021 | 141,967,110 | 0 | 20,689,173 | ||||||||
Balance at Mar. 31, 2021 | $ (9,146,000) | $ 0 | $ 0 | $ 0 | 2,684,000 | (96,000) | (11,736,000) | 2,000 | |||
Convertible preferred stock, balance (in shares) at Dec. 31, 2020 | 304,791,824 | ||||||||||
Convertible preferred stock, balance at Dec. 31, 2020 | $ 7,666,000 | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2020 | 380,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net income (loss) | $ (106,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Sep. 30, 2021 | 412,284,337 | ||||||||||
Convertible preferred stock, balance at Sep. 30, 2021 | $ 8,379,000 | ||||||||||
Redeemable noncontrolling interest, balance at Sep. 30, 2021 | 276,000 | ||||||||||
Balance (in shares) at Dec. 31, 2020 | 34,297,295 | 106,894,492 | 20,794,324 | ||||||||
Balance at Dec. 31, 2020 | (7,672,000) | $ 0 | $ 0 | $ 0 | 2,188,000 | (159,000) | (9,703,000) | 2,000 | |||
Balance (in shares) at Sep. 30, 2021 | 146,032,401 | 19,938,089 | |||||||||
Balance at Sep. 30, 2021 | $ (10,670,000) | $ 0 | $ 0 | 2,777,000 | (27,000) | (13,427,000) | 6,000 | ||||
Convertible preferred stock, balance (in shares) at Mar. 31, 2021 | 412,103,923 | ||||||||||
Convertible preferred stock, balance at Mar. 31, 2021 | $ 8,379,000 | ||||||||||
Redeemable noncontrolling interest, balance at Mar. 31, 2021 | $ 326,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of shares in connection with convertible note conversion (in shares) | 180,414 | ||||||||||
Net income (loss) | $ (34,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Jun. 30, 2021 | 412,284,337 | ||||||||||
Convertible preferred stock, balance at Jun. 30, 2021 | $ 8,379,000 | ||||||||||
Redeemable noncontrolling interest, balance at Jun. 30, 2021 | 292,000 | ||||||||||
Balance (in shares) at Mar. 31, 2021 | 141,967,110 | 0 | 20,689,173 | ||||||||
Balance at Mar. 31, 2021 | (9,146,000) | $ 0 | $ 0 | $ 0 | 2,684,000 | (96,000) | (11,736,000) | 2,000 | |||
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) | (751,084) | ||||||||||
Stock based compensation (in shares) | 721,381 | ||||||||||
Stock-based compensation | $ 91,000 | 91,000 | |||||||||
Exercise of stock options (in shares) | 3,682,990 | ||||||||||
Exercise of stock options | $ 11,000 | ||||||||||
Cancellation of shares (in shares) | (442,986) | ||||||||||
Cancellation of shares | (10,000) | (10,000) | |||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | 408 | ||||||||||
Net income (loss) | (889,000) | (889,000) | |||||||||
Other comprehensive income (loss), net of tax | (20,000) | (20,000) | |||||||||
Other | 4,000 | ||||||||||
Balance (in shares) at Jun. 30, 2021 | 145,928,903 | 0 | 19,938,089 | ||||||||
Balance at Jun. 30, 2021 | (9,959,000) | $ 0 | $ 0 | $ 0 | 2,776,000 | (116,000) | (12,625,000) | 6,000 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of noncontrolling interests | 30,000 | ||||||||||
Net income (loss) | (42,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ (4,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Sep. 30, 2021 | 412,284,337 | ||||||||||
Convertible preferred stock, balance at Sep. 30, 2021 | $ 8,379,000 | ||||||||||
Redeemable noncontrolling interest, balance at Sep. 30, 2021 | 276,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 4,000 | 4,000 | |||||||||
Exercise of stock options (in shares) | 103,498 | ||||||||||
Exercise of stock options | (3,000) | (3,000) | |||||||||
Net income (loss) | (802,000) | (802,000) | 0 | ||||||||
Other comprehensive income (loss), net of tax | 90,000 | 90,000 | 0 | ||||||||
Balance (in shares) at Sep. 30, 2021 | 146,032,401 | 19,938,089 | |||||||||
Balance at Sep. 30, 2021 | $ (10,670,000) | $ 0 | $ 0 | 2,777,000 | (27,000) | (13,427,000) | 6,000 | ||||
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 | 36,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of noncontrolling interests | (2,000) | ||||||||||
Net income (loss) | (21,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ 2,000 | ||||||||||
Convertible preferred stock, balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||
Convertible preferred stock, balance at Mar. 31, 2022 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Mar. 31, 2022 | 15,000 | ||||||||||
Balance (in shares) at Dec. 31, 2021 | 702,072,711 | 19,938,089 | 705,016,923 | 19,938,089 | |||||||
Balance at Dec. 31, 2021 | $ (1,449,000) | $ 0 | $ 0 | $ (29,000) | 12,321,000 | (31,000) | (14,143,000) | 433,000 | |||
Treasury stock balance (in shares) at Dec. 31, 2021 | 2,944,212 | (2,944,212) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | $ 13,000 | 13,000 | |||||||||
Exercise of stock options (in shares) | 695,388 | ||||||||||
Exercise of stock options | 2,000 | 2,000 | |||||||||
Issuance of common stock in connection with Acquisition (in shares) | 489,071 | ||||||||||
Issuance of common stock in connection with Acquisition | 3,000 | 3,000 | |||||||||
Fair value of equity classified contingent consideration | 1,000 | 1,000 | |||||||||
Transaction with principal shareholder | 9,000 | 9,000 | |||||||||
Issuance of common stock for settlement of vested RSUs (in shares) | 1,844,201 | ||||||||||
Shares withheld related to net share settlement (in shares) | (147,558) | ||||||||||
Shares withheld related to net share settlement | (1,000) | (1,000) | |||||||||
Net income (loss) | (483,000) | (435,000) | (48,000) | ||||||||
Other comprehensive income (loss), net of tax | 30,000 | 39,000 | (9,000) | ||||||||
Other (in shares) | (371) | ||||||||||
Balance (in shares) at Mar. 31, 2022 | 707,897,654 | 19,938,089 | |||||||||
Balance at Mar. 31, 2022 | $ (1,875,000) | $ 0 | $ 0 | $ (29,000) | 12,348,000 | 8,000 | (14,578,000) | 376,000 | |||
Treasury stock balance (in shares) at Mar. 31, 2022 | (2,944,212) | ||||||||||
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 | 36,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net income (loss) | $ (46,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||
Convertible preferred stock, balance at Sep. 30, 2022 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Sep. 30, 2022 | (14,000) | ||||||||||
Balance (in shares) at Dec. 31, 2021 | 702,072,711 | 19,938,089 | 705,016,923 | 19,938,089 | |||||||
Balance at Dec. 31, 2021 | $ (1,449,000) | $ 0 | $ 0 | $ (29,000) | 12,321,000 | (31,000) | (14,143,000) | 433,000 | |||
Treasury stock balance (in shares) at Dec. 31, 2021 | 2,944,212 | (2,944,212) | |||||||||
Balance (in shares) at Sep. 30, 2022 | 706,808,735 | 19,938,089 | 709,752,947 | 19,938,089 | |||||||
Balance at Sep. 30, 2022 | $ (2,741,000) | $ 0 | $ 0 | $ (29,000) | 12,377,000 | 343,000 | (15,723,000) | 291,000 | |||
Treasury stock balance (in shares) at Sep. 30, 2022 | 2,944,212 | (2,944,212) | |||||||||
Convertible preferred stock, balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||
Convertible preferred stock, balance at Mar. 31, 2022 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Mar. 31, 2022 | 15,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of noncontrolling interests | 32,000 | 32,000 | |||||||||
Net income (loss) | (15,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ (4,000) | ||||||||||
Convertible preferred stock, balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||
Convertible preferred stock, balance at Jun. 30, 2022 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Jun. 30, 2022 | (4,000) | ||||||||||
Balance (in shares) at Mar. 31, 2022 | 707,897,654 | 19,938,089 | |||||||||
Balance at Mar. 31, 2022 | (1,875,000) | $ 0 | $ 0 | $ (29,000) | 12,348,000 | 8,000 | (14,578,000) | 376,000 | |||
Treasury stock balance (in shares) at Mar. 31, 2022 | (2,944,212) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 13,000 | 13,000 | |||||||||
Exercise of stock options (in shares) | 688,491 | ||||||||||
Exercise of stock options | 2,000 | 2,000 | |||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | 10 | ||||||||||
Distributions to noncontrolling interests | (3,000) | (3,000) | |||||||||
Issuance of common stock for settlement of vested RSUs (in shares) | 369,507 | ||||||||||
Shares withheld related to net share settlement (in shares) | (29,619) | ||||||||||
Net income (loss) | (620,000) | (577,000) | (43,000) | ||||||||
Other comprehensive income (loss), net of tax | 142,000 | 157,000 | (15,000) | ||||||||
Other | (4,000) | (3,000) | (1,000) | ||||||||
Balance (in shares) at Jun. 30, 2022 | 708,926,043 | 19,938,089 | |||||||||
Balance at Jun. 30, 2022 | (2,313,000) | $ 0 | $ 0 | $ (29,000) | 12,360,000 | 165,000 | (15,155,000) | 346,000 | |||
Treasury stock balance (in shares) at Jun. 30, 2022 | (2,944,212) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net income (loss) | (10,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ 0 | ||||||||||
Convertible preferred stock, balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||
Convertible preferred stock, balance at Sep. 30, 2022 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Sep. 30, 2022 | (14,000) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 13,000 | 13,000 | |||||||||
Exercise of stock options (in shares) | 329,528 | ||||||||||
Exercise of stock options | 1,000 | 1,000 | |||||||||
Issuance of common stock in connection with Acquisition (in shares) | 246,440 | ||||||||||
Issuance of common stock in connection with Acquisition | 1,000 | 1,000 | |||||||||
Issuance of common stock for settlement of vested RSUs (in shares) | 252,314 | ||||||||||
Shares withheld related to net share settlement (in shares) | (1,378) | ||||||||||
Adjustments To Additional Paid In Capital, Reclassification Of Warrants | 4,000 | 4,000 | |||||||||
Net income (loss) | (619,000) | (568,000) | (51,000) | ||||||||
Other comprehensive income (loss), net of tax | 173,000 | 178,000 | (5,000) | ||||||||
Other | (1,000) | (2,000) | 1,000 | ||||||||
Balance (in shares) at Sep. 30, 2022 | 706,808,735 | 19,938,089 | 709,752,947 | 19,938,089 | |||||||
Balance at Sep. 30, 2022 | $ (2,741,000) | $ 0 | $ 0 | $ (29,000) | $ 12,377,000 | $ 343,000 | $ (15,723,000) | $ 291,000 | |||
Treasury stock balance (in shares) at Sep. 30, 2022 | 2,944,212 | (2,944,212) |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (1,768) | $ (3,829) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 485 | 535 | |
Impairment charges | 224 | 629 | |
Non-cash transaction with principal shareholder | 0 | 428 | |
Stock-based compensation expense | 39 | 164 | |
Issuance of stock for services rendered, net of forfeitures | 0 | (2) | |
Non-cash interest expense | 199 | 158 | |
Provision for allowance for doubtful accounts | 2 | 20 | |
(Income) loss from equity method and other investments | 13 | 19 | |
Distribution of income from equity method and other investments | 47 | 3 | |
Foreign currency (gain) loss | 368 | 141 | |
Change in fair value of financial instruments | [1] | (10) | 343 |
Changes in operating assets and liabilities: | |||
Operating lease right-of-use assets | 882 | 1,161 | |
Current and long-term lease obligations | (1,113) | (1,252) | |
Accounts receivable and accrued revenue | 6 | (11) | |
Other assets | 53 | (37) | |
Accounts payable and accrued expenses | (104) | 33 | |
Deferred revenue | 28 | (38) | |
Other liabilities | 1 | (6) | |
Deferred income taxes | 3 | 2 | |
Net cash provided by (used in) operating activities | (645) | (1,539) | |
Cash Flows from Investing Activities: | |||
Purchases of property, equipment and capitalized software | (270) | (232) | |
Change in security deposits with landlords | 1 | 4 | |
Proceeds from asset divestitures and sale of investments, net of cash divested | 42 | 11 | |
Contributions to investments | (6) | (27) | |
Distributions from investments | 18 | 0 | |
Cash used for acquisitions, net of cash acquired | (9) | 0 | |
Net cash provided by (used in) investing activities | (224) | (244) | |
Cash Flows from Financing Activities: | |||
Principal payments for property and equipment acquired under finance leases | (6) | (3) | |
Proceeds from unsecured related party debt | 0 | 1,000 | |
Proceeds from issuance of debt | 350 | 699 | |
Repayments of debt | (5) | (357) | |
Debt and equity issuance costs | (17) | 0 | |
Proceeds from exercise of stock options and warrants | 5 | 2 | |
Taxes paid on withholding shares | (1) | 0 | |
Distribution to noncontrolling interests | (3) | 0 | |
Issuance of noncontrolling interests | 32 | 30 | |
Payments for contingent consideration and holdback of acquisition proceeds | (1) | (2) | |
Proceeds relating to contingent consideration and holdbacks of disposition proceeds | 5 | 12 | |
Additions to members’ service retainers | 319 | 330 | |
Refunds of members’ service retainers | (271) | (292) | |
Net cash provided by (used in) financing activities | 407 | 1,419 | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (6) | (1) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (468) | (365) | |
Cash, cash equivalents and restricted cash—Beginning of period | 935 | 854 | |
Cash, cash equivalents and restricted cash—End of period | $ 467 | $ 489 | |
[1]See Note 21 for disclosure of related party amounts. |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2022 | |
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 801 locations, including 647 Consolidated Locations, around the world as of September 2022. The Company's membership offerings are designed to accommodate its members' distinct space needs. WeWork provides its 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 the Company's 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 Form 10-Q 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, such references do 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation — The accompanying unaudited Condensed Consolidated Financial Statements and notes to the unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. In accordance with such rules and regulations, certain information and accompanying note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments, which are considered necessary for the fair presentation of the financial position of the Company at September 30, 2022 and the results of operations for the interim periods presented. The operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in WeWork Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). Other than the changes described below, no material changes have been made to the Company's significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies , in its 2021 Form 10-K filed on March 17, 2022. Certain terms not otherwise defined in this Form 10-Q have the meanings specified in the 2021 Form 10-K. The Business Combination (as defined in Note 1) closed on October 20, 2021, 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. As a result of the Business Combination, prior period share and per share amounts presented in the accompanying unaudited Condensed Consolidated Financial Statements and these related notes have been retroactively converted using the Exchange Ratio (as defined in Note 3). The Company operates as a single operating segment. See Note 22 for further discussion on the Company's segment reporting. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its majority‑owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. 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, LatamCo, WeCap Manager, and WeCap Holdings Partnership (each as defined in Note 9) are the Company's only consolidated VIEs as of September 30, 2022. See Note 9 for discussion of the consolidated VIE transactions during the three and nine months ended September 30, 2022 and 2021. See Note 10 for discussion of the Company’s non-consolidated VIEs. Use of Estimates — The preparation of the unaudited Condensed 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 Condensed 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. The COVID-19 pandemic has adversely affected and may continue to adversely affect the Company's revenues and expenditures. The extent and duration of restrictions imposed by authorities in jurisdictions in which we operate and the 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 the Company's long-lived asset impairment testing, the ultimate collectability of accounts receivable due to the effects of COVID-19 on the financial position of WeWork's members, the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and its assessment of its ability to continue to meet their obligations as they come due. The Company's liquidity forecasts are based upon continued execution of its operational restructuring program and also includes management's best estimate of the impact that the COVID-19 pandemic and the evolving macroeconomic landscape may continue to have on WeWork's business and its liquidity needs; however, the extent to which the Company's future results and liquidity needs are further affected will largely depend on the delays in location openings, the effect on demand for WeWork memberships, any permanent shifts in working from home, how quickly the Company can resume normal operations and the Company's ongoing lease negotiations with its landlords, among others. WeWork believes continued execution of its operational restructuring program and its current liquidity position will be sufficient to help it mitigate the continued near-term uncertainty. Its assessment assumes a continued growth in its revenues and occupancy. If the Company does not experience a recovery consistent with its projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance the Company will be successful in securing the additional capital infusions if needed. Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. This primarily includes the aggregation of Capitalized software of $39 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software" for all periods presented on the Condensed Consolidated Statements of Cash Flows. Income Taxes — The Company calculates its quarterly income tax provision pursuant to Accounting Standard Codification ("ASC") 740-270, Income Taxes — Interim Reporting, which provides that a Company cannot recognize a tax benefit in its annual effective tax rate for any jurisdiction with a pre-tax book loss and full valuation allowance (“excluded jurisdictions”). For the three months ended September 30, 2022 and 2021, the Company recorded an income tax benefit (provision) of $(3) million and $2 million, respectively, resulting in effective tax rates of 0.48% and (0.27)%, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax provision of $5 million, resulting in effective tax rates of 0.28% and 0.13%, respectively. As of September 30, 2022 the Company had net deferred income tax liabilities of $2 million and as of December 31, 2021, the Company had net deferred income tax assets of $1 million, which were included within other liabilities and other assets, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company analyzed its various tax positions and did not identify any material uncertain tax positions for the three and nine months ended September 30, 2022 and 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("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"). ASU 2020-06 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 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 Company adopted ASU 2020-06 as of January 1, 2022, which did not have any impact on its Condensed 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 disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company has availed itself of certain limited government assistance provided during the COVID-19 pandemic (e.g., government grants). The Company adopted ASU 2021-10 as of January 1, 2022, which did not have any impact on its Condensed 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 |
Reverse Recapitalization and Re
Reverse Recapitalization and Related Transactions | 9 Months Ended |
Sep. 30, 2022 | |
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 (the "First Merger") with and into Legacy WeWork, with Legacy WeWork being the surviving entity of the First Merger and as a result becoming a wholly owned subsidiary of Legacy BowX. The surviving entity was renamed New WeWork Inc. • Immediately following the First Merger, New WeWork Inc. merged (the "Second Merger") with and into BowX Merger Subsidiary II, LLC, a wholly owned subsidiary of Legacy BowX ("Merger Sub II"), 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 the First Merger, the Second Merger and the other transactions described in the Merger Agreement (collectively, 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 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 (the "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 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 million. • Exchange of Legacy WeWork Stock. Each outstanding share of Legacy WeWork Class A common stock and all series of Legacy WeWork preferred stock were exchanged for 0.82619 (the "Exchange Ratio") shares 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 the Company's Class A common stock or RSUs representing the right to receive shares of the Company's 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. • Private and Public Warrants. Prior to the Business Combination, Legacy BowX issued 16,100,000 public warrants ("Public Warrants" or "Sponsor Warrants") and 7,773,333 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. • Legacy BowX Trust Account. The Company received gross cash consideration of $333 million as a result of the reverse recapitalization. • Transaction Costs. The Company incurred $69 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 were 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 Condensed 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 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 4. Supplemental Disclosure of Cash Flow Information September 30, (Amounts in millions) 2022 2021 Cash and cash equivalents $ 460 $ 477 Restricted cash 7 12 Cash, cash equivalents and restricted cash $ 467 $ 489 Nine Months Ended September 30, (Amounts in millions) 2022 2021 Supplemental Cash Flow Disclosures: Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021) $ 195 $ 138 Cash received for operating lease incentives — tenant improvement allowances 113 306 Cash received for operating lease incentives — broker commissions — 1 Supplemental Disclosure of Non-cash Investing & Financing Activities: Property and equipment included in accounts payable and accrued expenses 85 79 Conversion of related party liabilities to Preferred Stock — 712 Additional ASC 842 Supplemental Disclosures Nine Months Ended September 30, (Amounts in millions) 2022 2021 Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities $ 1,661 $ 1,721 Cash paid for interest relating to finance leases in operating activities 4 3 Cash paid for principal relating to finance leases in financing activities 6 3 Right-of-use assets obtained in exchange for finance lease obligations — 1 Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations (707) (1,279) |
Restructuring, Impairments and
Restructuring, Impairments and Gains on Sale | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairments and Gains on Sale | Note 5. 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. Since 2019, the Company has made significant progress toward its operational restructuring goals including divesting or winding down various non-core operations not directly related to its core space-as-a-service offering, significant reductions in costs associated with selling, general and administrative expenses, and improvements to its operating performance through efforts in right-sizing its real estate portfolio to better match supply with demand in certain markets. During the nine months ended September 30, 2022, the Company terminated leases associated with a total of 25 previously opened locations and 4 pre-open locations compared to 78 previously opened locations and 3 pre-open locations terminated during the nine months ended September 30, 2021, bringing the total terminations since the beginning of the restructuring to 241. In conjunction with the efforts to right-size its real estate portfolio, since 2019 the Company has also successfully amended over 480 leases for a combination of partial terminations to reduce its 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 $10.3 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. Over 50 of these amendments were executed during the nine months ended September 30, 2022, reducing the total future undiscounted fixed minimum lease cost payments by an estimated $1.3 billion. As of September 30, 2022, the Company determined that it would pursue the full or partial termination of approximately 25 leases. In October 2022, the Company determined that it would pursue the termination of approximately 40 additional leases with net assets of approximately $(150) million, primarily consisting of property and equipment of approximately $300 million, right-of-use assets of approximately $750 million, and lease liability of approximately $1.15 billion as of September 30, 2022 included in our Condensed Consolidated Balance Sheets. The Company anticipates that there may be additional impairment, restructuring and related costs during the remainder of 2022 and into 2023, consisting primarily of lease termination charges, other exit costs and costs related to ceased use buildings, as the Company is still in the process of finalizing its operational restructuring plans. Management is continuing to evaluate the Company's real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases. Restructuring and other related (gains) costs totaled $(34) million and $16 million during the three months ended September 30, 2022 and 2021, respectively, and $(190) million and $482 million during the nine months ended September 30, 2022 and 2021. The details of these net charges are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Employee terminations (1) $ 7 $ 4 $ 16 $ 549 Ceased use buildings 12 33 40 99 Gains on lease terminations, net (60) (31) (264) (211) Other, net 7 10 18 45 Total $ (34) $ 16 $ (190) $ 482 (1) In connection with the Settlement Agreement, as described in Note 21, 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 million. The Company recorded $428 million of restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021, which represents the excess between the amount paid from a principal shareholder of the Company to We Holding LLC and the 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. In connection with the Settlement Agreement, WeWork Inc. received a third-party valuation of fair market value of the WeWork Partnerships Profits Interest Units, which confirmed that no upward adjustment was needed. As a result of this modification, the Company recorded $102 million of Restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021. See Note 9 for details on the conversion of WeWork Partnerships Profits Interests Units. As of September 30, 2022 and December 31, 2021, net restructuring liabilities totaled approximately $22 million and $79 million, respectively, including $22 million and $76 million, respectively, in Accounts payable and accrued expenses and, $4 million and $6 million, respectively, in Other liabilities, net of $4 million and $3 million, respectively, in receivables from landlords in connection with lease terminations, included in other current assets in the Condensed Consolidated Balance Sheets. A reconciliation of the beginning and ending restructuring liability balances is as follows: Nine Months Ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Restructuring liability — Balance at beginning of period $ 79 $ 29 Restructuring and other related (gains) costs expensed during the period (190) 434 Cash payments of restructuring liabilities, net (1) (159) (424) Non-cash impact — primarily asset and liability write-offs and stock-based compensation 292 40 Restructuring liability — Balance at end of period $ 22 $ 79 (1) Includes cash payments received from landlords for terminated leases of $22 million and $18 million for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. 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 three and nine months ended September 30, 2022 and 2021, the Company also performed its quarterly impairment assessment for long-lived assets. As a result of macroeconomic events such as the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine and the resulting declines in revenue and operating income experienced by certain locations as of September 30, 2022 and 2021, WeWork identified certain assets whose carrying value was now deemed to have been partially impaired. The Company evaluated its estimates and assumptions related to its locations’ future performance and performed a comprehensive review of its 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 WeWork's location assets in connection with the Company's 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. The Company's assumptions account for the estimated impact of the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine. During the three months ended September 30, 2022 and 2021, the Company recorded $25 million and none, respectively, in impairments, primarily as a result of decreases in projected cash flows primarily attributable to the impact of COVID-19. During the nine months ended September 30, 2022 and 2021, the Company recorded $64 million and $31 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 $97 million and $88 million during the three months ended September 30, 2022 and 2021, respectively, and are included on a net basis as Impairment expense in the accompanying Condensed Consolidated Statements of Operations. Non-routine gains and impairment charges totaled $224 million and $629 million during the nine months ended September 30, 2022 and 2021, respectively, and are included on a net basis as Impairment expense in the accompanying Condensed Consolidated Statements of Operations. The details of these net charges are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Impairment and write-off of long-lived assets associated with restructuring $ 72 $ 88 $ 160 $ 599 Impairment expense, other 25 — 64 31 Gain on sale of assets — — — (1) Total $ 97 $ 88 $ 224 $ 629 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 6. Acquisitions In March 2022, the Company acquired 100% of the equity of Common Desk Inc. ("Common Desk") for a total consideration of $21 million. Common Desk is a Dallas-based coworking operator with 23 locations in Texas and North Carolina, that operates a majority of its locations under asset-light management agreements with landlords. At closing, the Company transferred to the owners of Common Desk $10 million in cash and $3 million fair value of 489,071 shares of its Class A common stock of the Company. The remaining consideration included a holdback of $3 million payable in cash and contingent consideration payable in 760,969 shares of Class A common stock with a fair value of $5 million at closing. During the three and nine months ended September 30, 2022, the Company released $1 million of the holdback payable in cash and 246,440 shares of Class A common stock with a value of $1 million. As of September 30, 2022, $1 million and $1 million remaining cash consideration was included in Other current liabilities and Other liabilities, respectively. As of September 30, 2022, $1 million and $1 million of contingent consideration payable in Class A common stock was in included in Other current liabilities and Additional paid-in capital, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company determined the fair value of the contingent consideration based on the likelihood of reaching set milestones. Each period, the contingent consideration will be remeasured to fair market value through the Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2022, the Company recorded a gain of $1 million included in Selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations. The preliminary allocation of the total acquisition consideration during the nine months ended September 30, 2022 is estimated as follows: 2022 (Amounts in millions) Acquisitions Cash and cash equivalents $ 1 Property and equipment 2 Goodwill 10 Finite-lived intangible assets 12 Lease right-of-use assets, net 2 Deferred tax liability (4) Lease obligation, net (2) Total consideration $ 21 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 7. Prepaid Expenses Prepaid expenses consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Prepaid member referral fees and deferred sales incentive compensation (Note 16) $ 52 $ 52 Prepaid lease cost 34 40 Prepaid software 22 21 Other prepaid expenses 41 67 Total prepaid expenses $ 149 $ 180 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 8. Other Current Assets Other current assets consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Net receivable for value added tax (“VAT”) $ 46 $ 124 Assets held for sale 37 — Straight-line revenue receivable 25 31 Deposits held by landlords 19 41 Other current assets 27 42 Total other current assets $ 154 $ 238 |
Consolidated VIEs and Noncontro
Consolidated VIEs and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated VIEs and Noncontrolling Interests | Note 9. Consolidated VIEs and Noncontrolling Interests As of September 30, 2022 and December 31, 2021, JapanCo, LatamCo, WeCap Manager, and WeCap Holdings Partnership are 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 WeWork's Condensed Consolidated Balance Sheets, statements of operations and statements of comprehensive loss, respectively. The following table includes selected condensed consolidated financial information as of September 30, 2022 and December 31, 2021 of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, in each case, after intercompany eliminations. September 30, 2022 December 31, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE balance sheets information: Cash and cash equivalents $ 56 $ 8 $ 101 $ 8 Property and equipment, net 495 — 621 — Restricted cash 2 — 10 — Total assets 2,231 12 2,708 15 Long-term debt, net 3 — 6 — Total liabilities 2,064 2 2,368 3 Redeemable stock issued by VIEs 80 — 80 — Total net assets (3) 87 10 260 12 The following tables include selected condensed consolidated financial information for the three and nine months ended September 30, 2022 and 2021 of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. September 30, 2022 September 30, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of operations information: Total revenue for the three months ended $ 106 $ 1 $ 62 $ 4 Total revenue for the nine months ended 310 12 175 11 Net income (loss) for the three months ended (52) (1) (45) — Net income (loss) for the nine months ended (189) 4 (109) — Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (Amounts in millions) 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 $ (98) $ 5 $ (76) $ 2 Net cash used in investing activities (13) — (16) — Net cash provided by (used in) financing activities 42 (6) 28 1 (1) The “SBG JVs” include JapanCo and LatamCo as of and for the periods that each represented a consolidated VIE. 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 September 30, 2022. The net assets of the SBG JVs include membership interest in JapanCo issued to affiliates of SBG with liquidation preferences totaling $500 million as of September 30, 2022 and December 31, 2021 and ordinary shares in LatamCo totaling $80 million as of September 30, 2022 and December 31, 2021 that are redeemable upon the occurrence of event that is not solely within the control of the company. After reducing the net assets of the SBG JVs by the liquidation preference associated with such membership interest and redeemable ordinary shares, the remaining net assets of the SBG JVs are negative as of September 30, 2022 and December 31, 2021. (2) For the three and nine months ended September 30, 2022 and 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. (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 applicable 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 as 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 September 30, 2022. See Note 20 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 catch-up base amount was $0.00 for a conversion fair value of $234 million. The Company recorded the conversion as a Noncontrolling interest on its Condensed Consolidated Balance Sheets at the conversion fair value. 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. During the three and nine months ended September 30, 2022, NAM WWC Holdings, LLC owned 2.73% of the WeWork Partnership and the Company allocated a loss of $16 million and $43 million for the three and nine months ended September 30, 2022, respectively, which was based on the relative ownership interests of Class A common unit holders in the WeWork Partnership in the Company’s Condensed Consolidated Statements of Operations. 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 million which was funded over a period of time. As of December 31, 2020, JapanCo had received contributions totaling $400 million. During the nine months ended September 30, 2022, JapanCo received an additional contribution of $31 million each from an affiliate of SBG and a subsidiary of the Company resulting in no change in ownership interest. 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 activities that most significantly impact JapanCo's economic performance are aligned with those of the Company. The noncontrolling interests are reflected in the equity section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and 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. LatamCo During September 2021, a consolidated subsidiary of the Company (“LatamCo”) entered into an agreement with SoftBank Latin America (SBLA), an affiliate of SBG, for the sale of 71.0% interest (with up to 49.9% voting power) in LatamCo for an aggregate contribution of $80 million funded through equity and secured promissory notes, in exchange for ordinary shares of LatamCo. As of December 31, 2021, LatamCo received the total contributions totaling $80 million. It was determined that the combined interest of the Company and SBLA, the affiliate of SBG, are the primary beneficiaries 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 SBLA’s interests in LatamCo are reflected as Redeemable noncontrolling interest within the mezzanine section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022. 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 $13 million to LatamCo, and remains as guarantor on certain lease obligations, in exchange for ordinary shares of LatamCo. In February 2022, a fully owned subsidiary of the Company contributed its business in Costa Rica, transferring 100% interest to LatamCo, 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, an affiliate of SBLA, of its right to be reimbursed by the Company for $7 million of the remaining reimbursement obligation in connection with the SoftBank Transactions (as discussed in Note 21). Upon the contribution of its business in Costa Rica, Costa Rica is considered as part of the Greater Latin American territory. Pursuant to the terms of the agreement, the Company was liable up to $27 million for costs related to the termination of certain leases within the first 12 months of the agreement. As of September 30, 2022, the Company had incurred $13 million of termination costs. In September 2022, the Company entered into an amended agreement removing the remaining liability for costs related to the termination of certain leases. Pursuant to the terms of the amended agreement, the Company is liable for the monthly reimbursements of certain real estate operating lease costs on certain leases through the end of their lease term, up to approximately $30 million as of September 30, 2022. The longest lease term extends through 2034. Pursuant to the terms of the agreement, an additional $60 million may be received by LatamCo from the exercise of SBLA's 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 September 30, 2022 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 20% owned by another investor and its affiliates (other than the WeCap Manager) (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. The portion of consolidated equity attributable to the outside investor's interest in the WeCap Manager is reflected as a Noncontrolling interest in the equity section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. 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 three and nine months ended September 30, 2022, the WeCap Manager recognized $1 million and $12 million, respectively, in management fee income, which is classified as other revenue as a component of the Company's total revenue on the accompanying Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2021, the WeCap Manager recognized $4 million and $11 million, respectively, in management fee income. WeCap Holdings Partnership WeCap Manager and the Sponsor Group (collectively, "WeCap Investment Group") also includes the Company's general partner interests in WPI Fund, ARK Master Fund, and included its investment in DSQ prior to its sale during the three months ended September 30, 2022 (each term as defined in Note 10), held through a limited partnership (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, 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 outside investor's interest in the WeCap Holdings Partnership is reflected as a Noncontrolling interest in the equity section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. Primarily because WeWork's 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 the Company's 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. |
Equity Method and Other Investm
Equity Method and Other Investments | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 December 31, 2021 (Amounts in millions, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value IndiaCo (1) Equity method investment $ 27 $ 105 27.5% $ 34 WPI Fund (2) Equity method investment 25 33 8.0% 93 Investments held by WeCap Holdings Partnership (3) Equity method investments 4 5 Various 72 ChinaCo (4) Equity method investment — 29 19.7% — Other (5) Various 6 6 Various 1 Total equity method and other investments $ 62 $ 178 $ 200 (1) 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 million (the "2020 Debentures"). During June 2020, $85 million of the principal had been funded, with the remaining $15 million funded in April 2021. The 2020 Debentures earned interest at a coupon rate of 12.5% per annum for the 18-month period beginning in June 2020 which then was 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 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 three months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling none and $2 million, respectively, included in income (loss) from equity method and other investments. During the nine months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $1 million and $17 million, respectively. Prior to the funding in April 2021, the $15 million unfunded commitment associated with the 2020 Debentures (the "IndiaCo Forward Liability") was included in other current liabilities, relating to the fair value of the credit loss on the forward contract associated with the obligation with such credit loss included in income (loss) from equity method and other investments during the three and nine months ended September 30, 2022 and 2021. During the three months ended September 30, 2022 and 2021, the Company recorded none and $(0.3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30, 2022 and 2021, the Company recorded $2 million and $(3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30, 2022, the Company converted the 2020 Debentures and other convertible debentures into 12,397,510 and 3,375,000 common shares of IndiaCo, respectively, representing an ownership interest in IndiaCo of approximately 27.5%. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company also receives a management fee from IndiaCo. The Company recorded $3 million and $1 million of management fee income from IndiaCo during the three months ended September 30, 2022 and 2021, respectively, and recorded $6 million and $5 million of management fee income from IndiaCo during the nine months ended September 30, 2022 and 2021, respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations. (2) In addition to the general partner interest in the WPI Fund (as discussed and defined below) held by WeCap Holdings Partnership, a wholly owned subsidiary of the WeCap Investment Group also owns an 8% limited partner interest in the WPI Fund. (3) As discussed in Note 9, 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 owned a 10% equity interest. DSQ owns a commercial real estate portfolio located in London, United Kingdom. During the three and nine months ended September 30, 2022, the Company recorded an other-than-temporary impairment charge of none and $6 million, respectively, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations. The investment balance also included a note receivable with an outstanding balance of $43 million as of December 31, 2021 that accrued interest at a rate of 5.77% and matures in April 2028. In September 2022, the WeCap Holdings Partnership sold its investment in DSQ, the note receivable and accrued interest of $4 million for proceeds of $46 million resulting in a gain on sale of $0.1 million, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations. • "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 is the general partner and holds 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. (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 million plus capitalized legal cost for a total initial cost basis and carrying value as of December 31, 2020 of $29 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 21 for details regarding various related party fees payable by ChinaCo to the Company. (5) The Company holds various other investments as of September 30, 2022 and December 31, 2021. In February 2022, the Company purchased shares of Upflex Inc. ("Upflex") Series A Preferred Stock for a total purchase price of $5 million, representing approximately 6.10% ownership on a fully diluted basis. Upflex is a coworking aggregator and global flexible workplace startup. As of September 30, 2022, the WPI Fund, 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 $4 million in lease guarantees provided to landlords of ChinaCo by the Company as described in Note 21. The Company's maximum loss is limited to the amount of its net investment in these VIEs, the $4 million in ChinaCo lease guarantees and the unfunded commitments discussed below. The Company recorded its share of gain (loss) related to its equity method and other investments in the Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Income (loss) from equity method investments $ (10) $ 5 $ (13) $ (19) No allowance or unrealized gains or losses had been recorded as of September 30, 2022. As of December 31, 2021, the Company had recorded a credit loss valuation allowance on its available-for-sale debt securities totaling $63 million. As of December 31, 2021, the Company had recorded unrealized gain (loss) on its available-for-sale debt securities totaling $2 million, included as a component of accumulated other comprehensive income. The table below provides a summary of contributions made to and distributions received from the Company's investments: Nine Months Ended September 30, (Amounts in millions) 2022 2021 Contributions made to investments $ (6) $ (27) Distributions received from investments $ 65 $ 3 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 11. Other Assets Other non-current assets consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Deferred financing costs, net: Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 301 $ 382 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1),(2) 105 207 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1) 6 7 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1) 3 8 Total deferred financing costs, net 415 604 Other assets: Security deposits with landlords 193 237 Long-term receivable for value added tax 55 — Straight-line revenue receivable 36 40 Other long-term prepaid expenses and other assets 28 32 Total other assets $ 727 $ 913 (1) Amounts are net of accumulated amortization totaling $524 million and $377 million as of September 30, 2022 and December 31, 2021, respectively. See Note 14 for amortization incurred during the period. (2) During the three and nine months ended September 30, 2022, none and $47 million, respectively, of unamortized deferred financing costs were expensed in connection with the Fourth Amendment to the Credit Agreement (as defined in Note 20 and discussed below). 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. SoftBank Senior Secured Notes Commitment In March 2021, the Company and StarBright WW LP, an affiliate of SoftBank ("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") allowing the Company to borrow up to an aggregate principal amount of $550 million of senior secured debt in the form of 7.50% senior secured notes ("Amended Senior Secured Notes"). In December 2021, the Company, WW Co-Obligor Inc., a wholly owned subsidiary of WeWork Companies LLC ("WW Co-Obligor"), and the Note Purchaser entered into an amendment to the A&R NPA (the "First A&R NPA Amendment") pursuant to which the Note Purchaser agreed to extend its commitment to purchase up to an aggregate principal amount of $500 million of the Amended Senior Secured Notes that may be issued by the Company from February 12, 2023 to February 12, 2024 (the "First Extension Period"). Pursuant to the First A&R NPA Amendment, the maximum aggregate principal amount of Amended Senior Secured Notes that may be outstanding during the First Extension Period cannot exceed $500 million. In November 2022, the Company, WW Co-Obligor, the Note Purchaser and SoftBank Vision Fund II-2 L.P., an affiliate of SoftBank (“SVF II”), entered into a second amendment to the A&R NPA (the "Second A&R NPA Amendment") pursuant to which, among other things and subject to the terms and conditions (including completion of the LC Facility extension further described below) set forth therein, (i) the Commitment, Draw Period (each as defined in the A&R NPA), and maturity date of the Amended Senior Secured Notes were extended from February 12, 2024 to March 15, 2025 (such period from February 12, 2024 to March 15, 2025, the “Second Extension Period”), (ii) the maximum aggregate principal amount of Amended Senior Secured Notes subject to the Commitment or that may be issued and outstanding at any time was reduced to $500 million, subject to potential additional reductions during the Second Extension Period to take into account interest that may accrue and be payable in-kind during such period, (iii) the interest per annum payable on the Notes outstanding during all or a portion of the Second Extension Period will increase from 7.50% to 11.00% during such period and such interest shall be payable in-kind during such period by increasing the principal amount of the Amended Senior Secured Notes then outstanding, (iv) the Note Purchaser assigned its rights and obligations under the A&R NPA to SVF II and (v) the Company agreed to pay SVF II a commitment fee of $10.0 million, to be paid in quarterly installments beginning on January 10, 2023. The Company has the ability to draw the Amended Senior Secured Notes under the Second A&R NPA Amendment until March 15, 2025 and, if drawn, the Amended Senior Secured Notes will mature on March 15, 2025. The foregoing provisions of the Second A&R NPA Amendment will become effective upon, and subject to, the closing of an extension and amendment of the Senior LC Tranche on or before February 28, 2023 (the "Potential Extension"). If the Potential Extension is not consummated on or before that date, the foregoing provisions will not become effective and the terms of the First A&R NPA Amendment will continue to apply with respect to the Amended Senior Secured Notes, other than as otherwise provided in the Second A&R NPA Amendment. As of September 30, 2022 and December 31, 2021, no draw notices had been delivered pursuant to the A&R NPA and no Amended Senior Secured Notes were outstanding. 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 the Senior Notes 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”). As of September 30, 2022, an aggregate principal amount of $2.2 billion of SoftBank Senior Unsecured Notes were issued to the Note Purchaser and none remained available for draw. The aggregate principal amount of $2.2 billion is reflected as Unsecured notes payable on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. 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 was approximately 11.69%. The SoftBank Senior Unsecured Notes will mature in July 2025. In December 2021, WeWork Companies LLC, WW Co-Obligor 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 consisted of $550 million in aggregate principal amount of 5.00% Senior Notes due 2025 (the "Series II Unsecured Notes") and another consisted 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 of 1933, as amended. The Series I Unsecured Notes remain held by the Note Purchaser. SoftBank Debt Financing Costs due to SBG In connection with the SoftBank Senior Unsecured Notes, 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 (the "SoftBank Senior Unsecured Notes Warrant"), were valued at $569 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. This asset will be amortized into interest expense over the five year life of the SoftBank Senior Unsecured Notes. In connection with the agreement by SoftBank Obligor to provide credit support for the 2020 LC Facility, 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 (the "2020 LC Facility Warrant"), were valued at $284 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. 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 $102 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and 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. In May 2022, WeWork Companies LLC entered into the Fourth Amendment to the Credit Agreement (as discussed and defined in Note 20) pursuant to which, among other things, the existing 2020 LC Facility was amended and subdivided into the $1.25 billion Senior LC Tranche, which decreases to $1.05 billion in February 2023 and terminates in February 2024, and a $350 million Junior LC Tranche that terminates in November 2023 (both as defined in Note 20). The Fourth Amendment to the Credit Agreement was accounted for under ASC 470-50, Debt - Modifications and Extinguishments , whereby the unamortized deferred financing costs associated with all creditors under the Senior Tranche will be expensed in proportion to each creditor’s reduction in borrowing capacity. During the three and nine months ended September 30, 2022, the Company expensed none and $47 million, respectively, of such unamortized deferred financing costs included as a component of interest expense on the Condensed Consolidated Statements of Operations. The remaining unamortized costs will be amortized over the term of the amended facility. In connection with the Fourth Amendment to the Credit Agreement, $6 million of related costs were capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022. 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 million of which $36 million were paid as of December 31, 2021. During the nine months ended September 30, 2022, SBG waived its right to be reimbursed for $7 million of the remaining obligation. During the three and nine months ended September 30, 2022 and year ended December 31, 2021, the Company made no additional payments on these obligations to SBG. As of September 30, 2022 and December 31, 2021, $8 million and $15 million, respectively, were included as a component of Accounts payable and accrued expenses on the accompanying Condensed Consolidated Balance Sheets. The Company allocated $20 million of the total costs as deferred financing costs included, net of accumulated amortization within Other assets on the Condensed Consolidated Balance Sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated. SoftBank Debt Financing Costs due to Third Parties As of September 30, 2022 and December 31, 2021, the Company had capitalized a total of $3 million and $8 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 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 12. Other Current Liabilities Other current liabilities consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Liabilities held for sale $ 59 $ — Refunds payable to former members 47 34 Current portion of long-term debt (See Note 14) 19 29 Other current liabilities 24 15 Total other current liabilities $ 149 $ 78 |
Warrant Liabilities, net
Warrant Liabilities, net | 9 Months Ended |
Sep. 30, 2022 | |
Class of Warrant or Right [Abstract] | |
Warrant Liabilities, net | Note 13. Warrant Liabilities, net Warrant liabilities, net consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Private warrant liability: Private warrant liability at issuance $ 18 $ 18 (Gain) loss from change in fair value of warrant liabilities (12) (2) Less: reclassification to equity (4) — Total warrant liabilities, net $ 2 $ 16 Private Warrants - Prior to the Business Combination, Legacy BowX issued 7,773,333 Sponsor Warrants (also referred to as "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 commencing 30 days after the completion of the Business Combination 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 have certain registration rights related to the Private 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. |
Long-Term Debt, Net and Interes
Long-Term Debt, Net and Interest Expense | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net and Interest Expense | Note 14. Long-Term Debt, Net and Interest Expense Long-term debt, net consists of the following: Maturity Interest September 30, December 31, (Amounts in millions, except percentages) Senior Notes: Outstanding principal balance 2025 7.875% $ 669 $ 669 Less: unamortized debt issuance costs (8) (9) Total Senior Notes, net 661 660 Junior LC Tranche (Note 20): Outstanding principal balance (1) 2023 9.593% 350 — Less: unamortized debt issuance costs (9) — Total Junior LC Tranche, net 341 — Other Loans: Outstanding principal balance 2022 - 2024 2.5% - 3.3% 22 35 Less: current portion of Other Loans (See Note 12) (19) (29) Total non-current portion Other Loans, net 3 6 Total long-term debt, net $ 1,005 $ 666 (1) The reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate with a floor of 0.75%, plus 6.50%, as further described in Note 20. Interest Expense — The Company recorded the following Interest expense in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Interest expense on long-term debt and SoftBank debt financing: Unsecured notes payable (Note 11) $ 28 $ 28 $ 84 $ 71 2020 LC Facility and LC Debt Facility (Note 20) 22 23 59 62 Senior notes 13 13 39 40 Other 3 — 7 7 Total interest expense on long-term debt 66 64 189 180 Deferred financing costs amortization (Note 11): SoftBank unsecured deferred financing costs 27 27 81 80 SoftBank LC deferred financing costs (1) 20 24 112 71 Other debt financing costs 3 6 6 8 Total deferred financing costs amortization 50 57 199 159 Total interest expense $ 116 $ 121 $ 388 $ 339 (1) The three and nine months ended September 30, 2022, include none and $47 million, respectively, of deferred financing costs expensed in connection with the Fourth Amendment to the Credit Agreement (as defined in Note 20). Principal Maturities — Combined aggregate principal payments for current and long-term debt as of September 30, 2022 are as follows: (Amounts in millions) Total Remainder of 2022 $ 1 2023 369 2024 2 2025 669 2026 — 2027 and beyond — Total minimum payments $ 1,041 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 (Amounts in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 50 $ — $ — $ 50 Total assets measured at fair value $ 50 $ — $ — $ 50 Liabilities: Warrant liabilities, net $ — $ 2 $ — $ 2 Other current liabilities - contingent consideration relating to acquisitions payable in common stock — — 1 1 Other current liabilities - contingent consideration relating to acquisitions payable in cash — — 1 1 Other liabilities - contingent consideration relating to acquisitions payable in cash — — 1 1 Total liabilities measured at fair value $ — $ 2 $ 3 $ 5 December 31, 2021 (Amounts in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 611 $ — $ — $ 611 Other investments — available-for-sale convertible notes — — 34 34 Total assets measured at fair value $ 611 $ — $ 34 $ 645 Liabilities: Warrant Liabilities, net $ — $ 16 $ — $ 16 Total liabilities measured at fair value $ — $ 16 $ — $ 16 The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: Nine Months Ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Assets: Balance at beginning of period $ 34 $ 50 Purchases — 15 Credit loss valuation allowance included in income (loss) from equity method and other investments (1) (19) Reclassification of forward contract liability to credit valuation allowance upon funding of commitment — (9) Unrealized (loss) gain on available-for-sale securities included in other comprehensive income — (2) Accrued interest income — 11 Accrued interest collected (3) (11) Foreign currency translation (losses) gain included in other comprehensive income 3 (1) Conversion of available-for-sale securities to equity method investment (Note 10) (33) — Balance at end of period $ — $ 34 Nine Months Ended September 30, 2022 (Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Balance at End of Period Liabilities: Other current liabilities - contingent consideration relating to acquisitions payable in common stock $ — $ 3 $ (1) $ (1) $ 1 Other current liabilities - contingent consideration relating to acquisitions payable in cash — 2 (1) — 1 Other liabilities - contingent consideration relating to acquisitions payable in cash — 1 — — 1 Total $ — $ 6 $ (2) $ (1) $ 3 Year Ended December 31, 2021 (Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Reclassification to Equity Balance at End of Period Liabilities: IndiaCo Forward Contract Liability $ 8 $ — $ (9) $ 1 $ — $ — SoftBank Senior Unsecured Notes Warrant (1) 279 — (474) 230 (35) — 2020 LC Facility Warrant (2) 140 — (237) 115 (18) — Total $ 427 $ — $ (720) $ 346 $ (53) $ — (1) During the year ended December 31, 2021, 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the SoftBank Unsecured Notes Warrant and in exchange the Company received $1 million. (2) During the year ended December 31, 2021, 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the 2020 LC Facility Warrant and in exchange the Company received $0.4 million. The total Gain (loss) from change in fair value of warrant liabilities included in the Condensed Consolidated Statements of Operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Selling, general and administrative expenses: Level 3 liabilities $ (1) $ — $ (1) $ — Income (loss) from equity method and other investments: Level 3 liabilities $ — $ — $ — $ (1) Gain (loss) from change in fair value of warrant liabilities: Level 2 liabilities $ — $ — $ 10 $ — Level 3 liabilities: SoftBank Senior Unsecured Notes Warrant — 5 — (229) 2020 LC Facility Warrant — 2 — (114) Total Level 3 liabilities — 7 — (343) Total gain (loss) from change in fair value of warrant liabilities: $ — $ 7 $ 10 $ (343) 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: September 30, 2022 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Liabilities: Other current liabilities - contingent consideration relating to acquisitions $ 2 Probability weighted cash flow Probability adjustment 100% Other liabilities - contingent consideration relating to acquisitions $ 1 Probability weighted cash flow Probability adjustment 100% December 31, 2021 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 34 Discounted cash flow Price per share $2.22 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 Condensed 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 of September 30, 2022, assets held for sale totaling $37 million and liabilities held for sale totaling $59 million are included in other current assets and other current liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. As of December 31, 2021, there were no assets or related liabilities held for sale included on the accompanying Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2022 and 2021, no impairment charges were recorded related to assets and liabilities classified as held for sale, determined to be Level 2 within the fair value hierarchy based primarily on respective contracts of sale. The Company 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 $85 million and $168 million during the three and nine months ended September 30, 2022, respectively. During the three and nine months ended September 30, 2022, the Company also recorded impairment charges totaling $12 million and $56 million, respectively, relating to right-of-use assets and property and equipment with an as adjusted remaining carrying value totaling $607 million as of September 30, 2022, valued based on Level 3 inputs representing market rent data for the market the right-of-use assets are located in. During the three months ended June 30, 2022, the Company recorded an other-than-temporary impairment charge of $6 million related to DSQ, an equity method investee. Based on the extent to which the market value of the Company's investment was less than its carrying value and the Company's intent not to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value, management determined that the decline in fair value was other than temporary in nature. This impairment charge was determined using a bid price (a Level 2 measurement) for the Company’s investments in DSQ, inclusive of the outstanding note receivable. In September 2022, the Company sold it's investments in DSQ for proceeds of $46 million. See Note 10 for details regarding the Company's investments in DSQ and subsequent sale. 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 September 30, 2022, the estimated fair value of the Company’s Senior Notes, excluding unamortized debt issuance costs, was approximately $468 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 September 30, 2022. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
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 three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 ASC 606 membership and service revenue $ 610 $ 411 $ 1,693 $ 1,112 ASC 842 rental and service revenue 205 216 670 659 Total membership and service revenue 815 627 2,363 1,771 Other revenue (1) 2 34 34 81 Total revenue $ 817 $ 661 $ 2,397 $ 1,852 (1) During the three months ended September 30, 2022 and 2021, the Company recognized cost of revenue in the amount of $2 million and $29 million, respectively, and during the nine months ended September 30, 2022 and 2021, the Company recognized cost of revenue in the amount of $17 million and $61 million, respectively, in connection with the Company's former 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, included in Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. Upon the sale of the Company's 424 Fifth Property in March 2020, 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 three months ended September 30, 2022 and 2021, the Company recognized approximately $1 million and $30 million, respectively, in revenue related to this development agreement, included as a component of other revenues. During the nine months ended September 30, 2022 and 2021, the Company recognized approximately $20 million and $53 million, respectively, 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. Contract Balances The following table provides information about contract assets and deferred revenue from contracts with customers recognized in accordance with ASC 606: (Amounts in millions) September 30, 2022 December 31, 2021 Contract assets (included in Accounts receivable and accrued revenue, net) $ 1 $ 28 Contract assets (included in Other current assets) 11 10 Contract assets (included in Other assets) 18 14 Deferred revenue (52) (42) Revenue recognized in accordance with ASC 606 during the nine months ended September 30, 2022 and 2021 included in Deferred revenue as of January 1 of the respective years was $24 million and $36 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 Condensed Consolidated Balance Sheets: (Amounts in millions) September 30, 2022 December 31, 2021 Prepaid expenses $ 52 $ 52 Other assets 23 23 The amortization of these costs is included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Amortization of capitalized costs to obtain a contract with a customer $ 23 $ 18 $ 66 $ 46 Allowance for Credit Loss The following table provides a summary of changes of the allowance for credit loss for the nine months ended September 30, 2022 and the year ended December 31, 2021: (Amounts in millions) September 30, 2022 December 31, 2021 Balance at beginning of period $ 63 $ 108 Provision charged to expense 2 15 Write-offs (15) (43) Changes for member collectability uncertainty (1) (30) (16) Effect of foreign currency exchange rate changes (3) (1) Balance at end of period $ 17 $ 63 (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 $6 million on such contracts, net of recoveries and write-offs since 2020, 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 September 30, 2022, that will be recognized as revenue in future periods over the life of the customer contracts in accordance with ASC 606 was approximately $1 billion. Over half of the remaining performance obligation as of September 30, 2022 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 September 30, 2022 are as follows: (Amounts in millions) ASC 842 Revenue 2022 $ 218 2023 609 2024 328 2025 162 2026 69 2027 and beyond 91 Total $ 1,477 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 as of both September 30, 2022 and December 31, 2021. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leasing Arrangements | Note 17. Leasing Arrangements The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 613 $ 19 $ 4 $ 15 $ 651 Non-cash GAAP straight-line lease cost 29 5 1 1 36 Amortization of lease incentives (67) (3) — (1) (71) Total real estate operating lease cost $ 575 $ 21 $ 5 $ 15 $ 616 Early termination fees and related (gain)/loss $ — $ — $ — $ (60) $ (60) Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,860 $ 80 $ 12 $ 36 $ 1,988 Non-cash GAAP straight-line lease cost 89 35 1 7 132 Amortization of lease incentives (203) (13) (1) (3) (220) Total real estate operating lease cost $ 1,746 $ 102 $ 12 $ 40 $ 1,900 Early termination fees and related (gain)/loss $ — $ — $ — $ (264) $ (264) Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 608 $ 18 $ 10 $ 30 $ 666 Non-cash GAAP straight-line lease cost 68 26 — 4 98 Amortization of lease incentives (69) (5) (1) (4) (79) Total real estate operating lease cost $ 607 $ 39 $ 9 $ 30 $ 685 Early termination fees and related (gain)/loss $ — $ — $ — $ (31) $ (31) Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,908 $ 74 $ 30 $ 118 $ 2,130 Non-cash GAAP straight-line lease cost 199 52 1 5 257 Amortization of lease incentives (211) (15) (2) (15) (243) Total real estate operating lease cost $ 1,896 $ 111 $ 29 $ 108 $ 2,144 Early termination fees and related (gain)/loss $ — $ — $ — $ (211) $ (211) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Variable real estate lease costs $ 95 $ 3 $ 1 $ 6 $ 105 Variable equipment and other lease costs 1 — — — 1 Total variable lease costs $ 96 $ 3 $ 1 $ 6 $ 106 Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Variable real estate lease costs $ 304 $ 13 $ 1 $ 8 $ 326 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 307 $ 13 $ 1 $ 8 $ 329 Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Variable real estate lease costs $ 110 $ 4 $ 1 $ 3 $ 118 Variable equipment and other lease costs 1 — — 1 2 Total variable lease costs $ 111 $ 4 $ 1 $ 4 $ 120 Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,555 $ 96 $ 26 $ 96 $ 1,773 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 1,556 $ 96 $ 26 $ 96 $ 1,774 Variable real estate lease costs $ 341 $ 15 $ 3 $ 12 $ 371 Variable equipment and other lease costs 2 — — 1 3 Total variable lease costs $ 343 $ 15 $ 3 $ 13 $ 374 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Depreciation and amortization $ — $ 1 $ 2 $ 4 Interest expense 2 1 4 3 Total $ 2 $ 2 $ 6 $ 7 The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet as of September 30, 2022 and December 31, 2021, as recorded in accordance with ASC 842: September 30, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,257 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 45 47 Total leased assets $ 11,302 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 892 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,535 17,888 Finance lease obligations Long-term lease obligations 34 38 Total non-current liabilities 15,569 17,926 Total lease obligations $ 16,461 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $24 million and $22 million as of September 30, 2022 and December 31, 2021, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 12 9 Weighted average discount rate percentage 9.0 % 7.4 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of September 30, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total Remainder of 2022 $ 2 $ 600 $ 602 2023 8 2,247 2,255 2024 7 2,306 2,313 2025 7 2,330 2,337 2026 7 2,354 2,361 2027 and beyond 26 17,518 17,544 Total undiscounted fixed minimum lease cost payments 57 27,355 27,412 Less: Amount representing lease incentive receivables (1) — (223) (223) Less: Amount representing interest (18) (10,663) (10,681) Present value of future lease payments 39 16,469 16,508 Less: Obligations classified as held for sale — (47) (47) Less: Current portion of lease obligation (5) (887) (892) Total long-term lease obligation $ 34 $ 15,535 $ 15,569 (1) Lease incentive receivables 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. |
Leasing Arrangements | Note 17. Leasing Arrangements The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 613 $ 19 $ 4 $ 15 $ 651 Non-cash GAAP straight-line lease cost 29 5 1 1 36 Amortization of lease incentives (67) (3) — (1) (71) Total real estate operating lease cost $ 575 $ 21 $ 5 $ 15 $ 616 Early termination fees and related (gain)/loss $ — $ — $ — $ (60) $ (60) Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,860 $ 80 $ 12 $ 36 $ 1,988 Non-cash GAAP straight-line lease cost 89 35 1 7 132 Amortization of lease incentives (203) (13) (1) (3) (220) Total real estate operating lease cost $ 1,746 $ 102 $ 12 $ 40 $ 1,900 Early termination fees and related (gain)/loss $ — $ — $ — $ (264) $ (264) Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 608 $ 18 $ 10 $ 30 $ 666 Non-cash GAAP straight-line lease cost 68 26 — 4 98 Amortization of lease incentives (69) (5) (1) (4) (79) Total real estate operating lease cost $ 607 $ 39 $ 9 $ 30 $ 685 Early termination fees and related (gain)/loss $ — $ — $ — $ (31) $ (31) Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,908 $ 74 $ 30 $ 118 $ 2,130 Non-cash GAAP straight-line lease cost 199 52 1 5 257 Amortization of lease incentives (211) (15) (2) (15) (243) Total real estate operating lease cost $ 1,896 $ 111 $ 29 $ 108 $ 2,144 Early termination fees and related (gain)/loss $ — $ — $ — $ (211) $ (211) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Variable real estate lease costs $ 95 $ 3 $ 1 $ 6 $ 105 Variable equipment and other lease costs 1 — — — 1 Total variable lease costs $ 96 $ 3 $ 1 $ 6 $ 106 Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Variable real estate lease costs $ 304 $ 13 $ 1 $ 8 $ 326 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 307 $ 13 $ 1 $ 8 $ 329 Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Variable real estate lease costs $ 110 $ 4 $ 1 $ 3 $ 118 Variable equipment and other lease costs 1 — — 1 2 Total variable lease costs $ 111 $ 4 $ 1 $ 4 $ 120 Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,555 $ 96 $ 26 $ 96 $ 1,773 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 1,556 $ 96 $ 26 $ 96 $ 1,774 Variable real estate lease costs $ 341 $ 15 $ 3 $ 12 $ 371 Variable equipment and other lease costs 2 — — 1 3 Total variable lease costs $ 343 $ 15 $ 3 $ 13 $ 374 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Depreciation and amortization $ — $ 1 $ 2 $ 4 Interest expense 2 1 4 3 Total $ 2 $ 2 $ 6 $ 7 The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet as of September 30, 2022 and December 31, 2021, as recorded in accordance with ASC 842: September 30, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,257 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 45 47 Total leased assets $ 11,302 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 892 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,535 17,888 Finance lease obligations Long-term lease obligations 34 38 Total non-current liabilities 15,569 17,926 Total lease obligations $ 16,461 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $24 million and $22 million as of September 30, 2022 and December 31, 2021, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 12 9 Weighted average discount rate percentage 9.0 % 7.4 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of September 30, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total Remainder of 2022 $ 2 $ 600 $ 602 2023 8 2,247 2,255 2024 7 2,306 2,313 2025 7 2,330 2,337 2026 7 2,354 2,361 2027 and beyond 26 17,518 17,544 Total undiscounted fixed minimum lease cost payments 57 27,355 27,412 Less: Amount representing lease incentive receivables (1) — (223) (223) Less: Amount representing interest (18) (10,663) (10,681) Present value of future lease payments 39 16,469 16,508 Less: Obligations classified as held for sale — (47) (47) Less: Current portion of lease obligation (5) (887) (892) Total long-term lease obligation $ 34 $ 15,535 $ 15,569 (1) Lease incentive receivables 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 18. Stock-Based Compensation 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: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Service-based restricted stock units $ 10 $ — $ 28 $ 1 Service-based vesting stock options 2 2 6 10 Service, performance and market-based vesting restricted stock units (1)(2) 1 1 5 1 Service, performance and market-based vesting stock options (1) — — — 1 WeWork Partnerships Profits Interest Units — — — 102 2021 Tender Offer — — — 48 2020 Option Repricing — 1 — 1 Total $ 13 $ 4 $ 39 $ 164 (1) Includes a reversal of stock-based compensation expense previously recorded of $5 million and $1 million for unvested options and unvested RSUs, respectively, that were forfeited during the nine months ended September 30, 2022, and $1 million for unvested options there were forfeited during the three months ended September 30, 2022. No reversal of stock-based compensation expense previously recorded for unvested options and RSUs forfeited was recorded during the three and nine months ended September 30, 2021. (2) Includes a $1 million reversal of stock-based compensation expense previously recorded due to fair value adjustments resulting from the reassessment of performance vesting conditions during the three and nine months ended September 30, 2022. The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Stock-based compensation included in: Location operating expenses $ 1 $ 1 $ 5 $ 10 Selling, general and administrative expenses 12 3 34 52 Restructuring and other related (gains) costs — — — 102 Total stock-based compensation expense $ 13 $ 4 $ 39 $ 164 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: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Service-based vesting stock options (1) $ — $ — $ — $ (2) Total $ — $ — $ — $ (2) (1) The $2 million recovery recognized during the nine months ended September 30, 2021 was related to expense previously taken for unvested options that were forfeited. For the three and nine months ended September 30, 2022, there were no expenses for stock options awarded to non-employees relating to goods received and services provided. For the three and nine months ended September 30, 2021, there were none and $0.1 million, respectively, of expenses relating to stock options |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 19. 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. The 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 shares of Class C common stock correspond to WeWork Partnership Class A common units, the shares of Class C common stock (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 shares of Class C common stock 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 shares of Class C common stock (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. Accordingly, only the Class A common stock and Class B common stock share in the Company's net losses. On February 26, 2021, in connection with the Settlement Agreement (as defined in Note 21), 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, the Company's participating securities included 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 were entitled to receive a noncumulative dividend on a pari passu basis in the event that a dividend was paid on common stock, as well as holders of certain vested RSUs that had a non-forfeitable right to dividends in the event that a dividend was paid on common stock. The holders of WeWork's Junior Preferred Stock were not entitled to receive dividends and were 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, did not have a contractual obligation to share in its losses. As such, the Company's net losses for the three and nine months ended September 30, 2021, 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 its Class A common stock and Class B common stock outstanding during the period. As of September 30, 2022, 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 55,979,056 and 56,013,583 shares issuable upon exercise of the warrants for the three and nine months ended September 30, 2022, respectively. On October 20, 2021, as a result of the Company's 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 stock 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 the Company's 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 three and nine months ended September 30, 2022 and 2021, the Company's 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 WeWork's common stock are calculated as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributed to WeWork Inc. $ (568) $ (802) $ (1,580) $ (3,724) Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (568) $ (802) $ (1,580) $ (3,724) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (568) $ (802) $ (1,580) $ (3,724) Denominator: Basic shares: Weighted-average shares - Basic 762,385,436 145,995,136 761,219,635 144,376,771 Diluted shares: Weighted-average shares - Diluted 762,385,436 145,995,136 761,219,635 144,376,771 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (0.75) $ (5.50) $ (2.08) $ (25.79) Diluted $ (0.75) $ (5.50) $ (2.08) $ (25.79) (1) The three and nine months ended September 30, 2022 are comprised of only Class A common stock 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 period. September 30, 2022 2021 Warrants 23,877,777 5,268,762 Partnership Units 19,896,032 — RSUs 16,122,122 12,057,689 Stock options 13,843,806 30,369,929 Contingent shares (1) 514,529 — WeWork Partnerships Profits Interest Units 42,057 19,938,092 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — 412,283,099 Convertible Preferred Stock Series Junior — 1,239 Convertible notes — 468,394 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20. Commitments and Contingencies Prior Credit Facilities and Standalone LC Arrangements — In November 2015, the Company amended and restated its existing credit facility (the "2019 Credit Facility") to provide up to $650 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 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 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 $5 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 September 30, 2022 and December 31, 2021, $5 million and $6 million, respectively, in a letter of credit that remains outstanding under the 2019 LC Facility and is secured by a new letter 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 other fully owned subsidiaries. There was $3 million and $8 million of standby letters of credit outstanding under these other arrangements that are secured by $4 million and $11 million of restricted cash at September 30, 2022 and December 31, 2021, respectively. 2020 LC Facility and Company/SBG Reimbursement Agreement — On December 27, 2019, WeWork Companies LLC entered into the 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, the Third Amendment to the Credit Agreement, dated as of December 6, 2021, and the Fourth Amendment to the Credit Agreement, dated as of May 10, 2022 (the "Fourth Amendment to the Credit Agreement"), the "L/C Credit Agreement"), among WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, the L/C participants party thereto, Goldman Sachs International Bank, as senior tranche administrative agent, Kroll Agency and Trust Services Ltd., as junior tranche administrative agent and the issuing creditors and letter of credit participants party thereto. The L/C Credit Agreement initially provided 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 described further below, pursuant to the Fourth Amendment to the Credit Agreement, the existing 2020 LC Facility was amended and subdivided into the $1.25 billion Senior LC Tranche (the "Senior LC Tranche"), which is scheduled to automatically decrease to $1.05 billion in February 2023 and terminates in February 2024, and a $350 million Junior LC Tranche (the "Junior LC Tranche") that terminates in November 2023. As of September 30, 2022, $1.1 billion of standby letters of credit were outstanding under the Senior LC Tranche, of which none were drawn. A significant amount of our outstanding letters of credit under the Senior LC Tranche include annual renewal provisions under which the issuing banks can elect not to renew a letter of credit if the next annual renewal date occurs after five business days prior to February 9, 2024, the current termination date of the Senior LC Tranche. If a letter of credit is not renewed, the landlord may elect to draw the existing letter of credit before it expires, in which case either WeWork or SoftBank Obligor would be obligated to repay the issuing bank immediately. The Company intends to extend the maturity of the Senior LC Tranche such that there are no material payments under these renewal provisions. The Company has not yet agreed to any final terms for any such extension and its execution and terms are uncertain and subject to change. The Company cannot give any assurances that any such extension will be completed on acceptable terms, or at all. As of September 30, 2022, there was $0.2 billion in remaining letter of credit availability under the 2020 LC Facility. The LC facilities under the L/C Credit Agreement are guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively, the “Guarantors”) and are secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions, with the obligations under the Junior LC Tranche subordinated to the obligations under the Senior LC Tranche to extent of the value of the collateral securing such obligations. The L/C 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 L/C Credit Agreement) are limited to cash management requirements and restrictions on liens (subject to exceptions substantially consistent with the Company's 7.875% Senior Notes due 2025), changes in line of business, incurrence of "layering" indebtedness, 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 L/C 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. 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 outstanding amounts under the 2020 LC Facility. During the three months ended September 30, 2022 and 2021, the Company recognized $14 million and $24 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. During the nine months ended September 30, 2022 and 2021, the Company recognized $47 million and $62 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. In November 2022, the Company and the SoftBank Obligor amended the terms of the Company/SBG Reimbursement Agreement to (i) confirm that, in the event the SoftBank Obligor provides cash collateral to obtain or maintain letters of credit under the Senior LC Facility with expiration dates beyond the termination date of the existing Senior LC Facility, WeWork Companies LLC will reimburse the SoftBank Obligor for such deposits under the Company/SBG Reimbursement Agreement and (ii) extend the date on which WeWork Companies LLC must reimburse the SoftBank Obligor for all letter of credit payments to February 9, 2024. As the Company is also obligated to issue shares to SBG in the future upon exercise of the 2020 LC Facility Warrant, with such warrant valued at issuance at $284 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%. On May 10, 2022, WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, Goldman Sachs International Bank, as existing administrative agent and senior tranche administrative agent, Kroll Agency and Trust Services Ltd., as junior tranche administrative agent, and the issuing creditors and letter of credit participants party thereto entered into the Fourth Amendment to the Credit Agreement pursuant to which the existing 2020 LC Facility was amended and subdivided into a $1.25 billion Senior LC Tranche, which decreases to $1.05 billion in February 2023, and the $350 million Junior LC Tranche. The letter of credit under the Junior LC Tranche was issued and drawn for the benefit of WeWork Companies LLC in full upon effectiveness of the Fourth Amendment to the Credit Agreement. The termination date of the Junior LC Tranche is November 30, 2023 and the termination date of the Senior LC Tranche is February 9, 2024. The letters of credit issuable under the Senior LC Tranche have substantially similar terms as the existing 2020 LC Facility. The reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate (as defined in the Fourth Amendment to the Credit Agreement), with a floor of 0.75%, plus 6.50%, with an option to convert all or a portion of the outstanding obligations to the ABR (as defined in the Fourth Amendment to the Credit Agreement) plus 5.50% on or after August 10, 2022. During the three and nine months ended September 30, 2022, the Company recognized $8 million and $12 million, respectively, and none during both the three and nine months ended September 30, 2021 in interest expense in connection with the Junior LC Tranche. The reimbursement obligations under the Junior LC Tranche are voluntarily repayable at any time, subject to a prepayment fee such that the minimum return to the letter of credit participants under the Junior LC Tranche on the Junior LC Tranche reimbursement obligations is an amount equal to the sum of 6.50% (the Applicable Margin of the Junior LC Tranche reimbursement obligations) and 2.00% of the total principal amount of the Junior LC Tranche reimbursement obligations, as set forth in the Fourth Amendment to the Credit Agreement. Obligations of WeWork Companies LLC and its restricted subsidiaries under the Junior LC Tranche are subordinated in right of payment to the obligations under the Senior LC Tranche to the extent of the value of the collateral securing such obligations. In connection with the Fourth Amendment to the Credit Agreement, the Company/SBG Reimbursement Agreement was amended to clarify that the payment obligations of certain fees and expenses in respect of the Junior LC Tranche related to the Fourth Amendment to the Credit Agreement are the responsibility of the Company and not SBG. The Company's gross proceeds of $350 million from the issuance of the Junior LC Tranche were recorded net of unamortized debt issuance costs of $9 million in long term debt, net on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022. The reimbursement obligations under the Junior LC Tranche (i) are secured, and therefore effectively senior in right of payment with the Senior Notes, the SoftBank Senior Unsecured Notes, and any existing and future senior unsecured indebtedness of the Company, (ii) are senior in right of payment to any existing and future subordinated obligations of the Company, and (iii) rank equally in right of payment with all secured indebtedness of the Company (other than the obligations under the Senior LC Tranche, to which the reimbursement obligations under the Junior LC Tranche are subordinated to the extent of the value of the collateral securing such obligations), and are structurally subordinated to all liabilities of any subsidiary that does not guarantee 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 million of cash secured by one or more letters of credit issued pursuant to the 2020 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 (one- to six- 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 with each note issuance. In September 2021, the Company repaid the initial LC Debt Facility and accrued interest totaling $350 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 million. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding under the LC Debt Facility. As of both September 30, 2022 and 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 totaling $0.4 million and $0.2 million as of September 30, 2022 and December 31, 2021, respectively, on the accompanying Condensed Consolidated Balance Sheet. During the three months ended September 30, 2022 and 2021, the Company recorded $0.1 million and $0.1 million, respectively, of interest expense relating to the amortization of these costs. During the nine months ended September 30, 2022 and 2021, the Company recorded $0.2 million and $0.1 million, respectively, 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 September 30, 2022 and December 31, 2021, the Company had issued approximately $62 million and $59 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 September 30, 2022, the Company is also party to several litigation matters and regulatory matters not in the ordinary course of business. Some of these more significant 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. 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. By letter dated November 3, 2022, the U.S. Securities and Exchange Commission informed the Company that it has concluded its investigation and that it did not intend to recommend any enforcement action against the Company. The Company is cooperating with the remaining investigations. Asset Retirement Obligations — As of September 30, 2022 and December 31, 2021, the Company had asset retirement obligations of $211 million and $220 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 Condensed Consolidated Balance Sheets. Asset retirement obligations include the following activity during the nine months ended September 30, 2022 and the year ended December 31, 2021: Nine months ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 220 $ 206 Liabilities incurred in the current period 20 10 Liabilities settled in the current period (8) (19) Accretion of liability 12 17 Revisions in estimated cash flows — 20 Effect of foreign currency exchange rate changes (33) (14) Balance at end of period 211 220 Less: Current portion of asset retirement obligations (6) (1) Total non-current portion of asset retirement obligations $ 205 $ 219 |
Other Related Party Transaction
Other Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | Note 21. Other Related Party Transactions Related party amounts are reported in the following financial statement line items: (Amounts in millions) September 30, 2022 December 31, 2021 Assets Current assets: Accounts receivable and accrued revenue $ 2 $ — Prepaid expenses 1 1 Other current assets — 2 Total current assets 3 3 Other assets 412 596 Total assets $ 415 $ 599 Liabilities Current liabilities: Accounts payable and accrued expenses $ 58 $ 94 Deferred revenue 3 5 Current lease obligations 14 18 Total current liabilities 75 117 Long-term lease obligations 274 525 Unsecured Notes 1,650 1,650 Total liabilities $ 1,999 $ 2,292 Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue $ 16 $ 28 $ 47 $ 116 Expenses: Total expenses 13 21 48 59 Interest expense 84 104 307 288 Gain (loss) from change in fair value of warrant liabilities — 7 — (343) Sound Ventures In June 2021, the Company sold its 5.7% interest in Sound Ventures II, LLC to a SoftBank affiliate, SB Fast Holdings (Cayman) Limited ("Buyer"), for total consideration of $6 million. The Buyer also assumed the Company's remaining capital commitments of $2 million. In connection with the sale, 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 million (equal to the $6 million purchase price and contributed capital already funded and $2 million in unfunded commitments assumed by the Buyer). As such, the Company will be entitled to 20% of profits on the sale of underlying portfolio investments in the Creator Fund of over $102 million. International Joint Ventures and Strategic Partnerships During the nine months ended September 30, 2022, the Company converted the 2020 Debentures and other convertible debentures (as discussed and defined in Note 10) into 12,397,510 and 3,375,000 common shares of IndiaCo, respectively, representing an ownership interest in IndiaCo of approximately 27.5%. The carrying value of the Company's ownership interest in IndiaCo is accounted for as an equity method investment and is considered a related party upon conversion. 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. During the three months ended September 30, 2022 and 2021, the Company recorded $3 million and $1 million of management fee income from IndiaCo, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded $6 million and $5 million of management fee income from IndiaCo, respectively. Subsequent to the ChinaCo Deconsolidation, the Company is entitled to certain transition services fees equal to $2 million for transition services provided from October 2, 2020 through December 31, 2020 and the lesser of $1 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 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, and is recognized in Accounts receivable and accrued revenue on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. 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 $4 million as of September 30, 2022. 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 three months ended September 30, 2022 and 2021, the Company recorded $0.02 million and $0.05 million, respectively, of total fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2022 and 2021, the Company recorded $0.05 million and $1.55 million, respectively, of total fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations. All amounts earned from ChinaCo prior to the ChinaCo Deconsolidation are eliminated in consolidation. Tender Offer and Settlement Agreement On April 7, 2020, the Special Committee, acting in the name of Legacy WeWork, 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 Legacy WeWork, 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 $922 million of Legacy WeWork's equity securities (including certain equity awards, exercisable warrants, and convertible notes) from eligible equity holders of Legacy WeWork, 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 million of total expenses in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021. • Certain governance changes . The transactions contemplated by the Settlement Agreement also included the elimination of Legacy WeWork’s multi-class voting structure. As a result of the Amended and Restated Certificate of Incorporation of Legacy WeWork and the transactions contemplated by the Settlement Agreement, on February 26, 2021, all of the outstanding shares of Class B common stock of Legacy WeWork automatically converted into shares of Class A common stock and the shares of Class C Common stock of Legacy WeWork now had one vote per share, instead of three (the “Class B Conversion”). The Amended and Restated Certificate of Incorporation provided that if, following the Class B Conversion, new shares of Class B common stock were to be 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 would be automatically converted into shares of Class A common stock immediately following the time such new shares of Class B common stock were to be issued. • Mr. Neumann settlement payment . In connection with the Settlement Agreement, SBG and its affiliates paid Mr. Neumann an amount equal to $106 million. No expense was recorded in the Company's Condensed Consolidated Statements 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 Legacy WeWork 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 million. The Company recorded a $428 million expense which represents the excess between the amount paid from a principal shareholder of Legacy WeWork to We Holdings LLC and the fair value of the stock purchased. The Company recognized the expense in restructuring and other related (gains) costs in the Condensed Consolidated Statements 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 Condensed Consolidated Balance Sheets. Refer to Note 5 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. The distribution threshold was adjusted downward based on the closing date pricing of the Business Combination. As a result of this modification, the Company recorded $102 million of restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021. 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 9 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 WeCap Holdings Partnership sold its investment in DSQ, as discussed in Note 10, as of September 30, 2022. As a result the operating lease obligations related to DSQ are no longer with a related party. 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 September 30, 2022, the Company has terminated all operating lease agreements in buildings that are partially owned by Mr. Neumann. In February 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 Condensed Consolidated Balance Sheet. The lease activity for the three and nine months ended September 30, 2022 and 2021 for these leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Mr. Neumann Operating Lease Agreements: Lease cost expense $ — $ 2 $ 1 $ 7 Contractual obligation — 2 1 7 Finance Lease Agreement: Interest expense $ — $ — $ 1 $ 1 Contractual obligation 1 — 2 2 WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 12 $ 15 $ 43 $ 38 Contractual obligation 11 11 32 40 Tenant incentives received — 2 5 4 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables as of September 30, 2022 are as follows: Future Minimum Lease Cost (1) Tenant Lease Receivable (Amounts in millions) Mr. Neumann Finance lease agreement $ 11 $ — WeCap Investment Group Operating lease agreements $ — $ 8 (1) The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments. Membership and Service Agreements During the three and nine months ended September 30, 2022 and 2021, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue: SBG (1) $ 9 $ 23 $ 30 $ 92 Other related parties (2) 3 4 10 10 Expenses: SBG (1) $ 1 $ 4 $ 4 $ 14 (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 million. In February 2022, in connection with the Company's contribution of its business in Costa Rica to LatamCo (as discussed in Note 9), SBG waived its right to be reimbursed by the Company for $7 million of these obligations. During the three and nine months ended September 30, 2022 and year ended December 31, 2021, the Company made no additional payments on these obligations to SBG. As of September 30, 2022 and December 31, 2021, Accounts payable and accrued expenses included $8 million and $15 million, respectively, payable to SBG related primarily to these reimbursement obligations. In October 2022, an affiliate of SBG terminated its membership agreement effective December 1, 2022 and agreed to pay the Company $3.0 million in December 2022. (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. |
Segment Disclosures and Concent
Segment Disclosures and Concentration | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Disclosures and Concentration | Note 22. 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: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue: United States $ 360 $ 306 $ 1,058 $ 813 United Kingdom 123 92 367 247 Japan 47 50 147 163 Other foreign countries (1) 287 213 825 629 Total revenue $ 817 $ 661 $ 2,397 $ 1,852 September 30, December 31, (Amounts in millions) 2022 2021 Property and equipment: United States $ 3,939 $ 4,036 United Kingdom 728 877 Japan 380 487 Other foreign countries (1) 1,888 2,025 Total property and equipment $ 6,935 $ 7,425 (1) No individual countries exceed 10% of our revenues or property and equipment. The Company's concentration in specific cities magnifies the risk to the Company 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 the Company's revenue is earned from locations in the United States and United Kingdom. During the three months ended September 30, 2022 and 2021, approximately 44% and 46%, respectively, of the Company's revenue was earned in the United States and approximately 15% and 14%, respectively, of the Company's revenue was earned in the United Kingdom. During the nine months ended September 30, 2022 and 2021, approximately 44% and 44%, respectively, of the Company's revenue was earned in the United States and approximately 15% and 13%, respectively, of the Company's revenue was earned in the United Kingdom. The majority of the Company's 2022 revenue from locations in the United States was generated from locations in greater New York City, San Francisco, and Boston markets. In the United Kingdom, 87% of 2022 revenues and 89% of the Company's 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 three and nine months ended September 30, 2022 and 2021, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23. Subsequent Events These Condensed Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to September 30, 2022 (referred to as subsequent events) through the issuance of the Condensed Consolidated Financial Statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited Condensed Consolidated Financial Statements and notes to the unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. In accordance with such rules and regulations, certain information and accompanying note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments, which are considered necessary for the fair presentation of the financial position of the Company at September 30, 2022 and the results of operations for the interim periods presented. The operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021, included in WeWork Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). |
Segments | The Company operates as a single operating segment. |
Consolidation | The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its majority‑owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. 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. |
Use of Estimates | Use of Estimates — The preparation of the unaudited Condensed 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 Condensed 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. The COVID-19 pandemic has adversely affected and may continue to adversely affect the Company's revenues and expenditures. The extent and duration of restrictions imposed by authorities in jurisdictions in which we operate and the 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 the Company's long-lived asset impairment testing, the ultimate collectability of accounts receivable due to the effects of COVID-19 on the financial position of WeWork's members, the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and its assessment of its ability to continue to meet their obligations as they come due. The Company's liquidity forecasts are based upon continued execution of its operational restructuring program and also includes management's best estimate of the impact that the COVID-19 pandemic and the evolving macroeconomic landscape may continue to have on WeWork's business and its liquidity needs; however, the extent to which the Company's future results and liquidity needs are further affected will largely depend on the delays in location openings, the effect on demand for WeWork memberships, any permanent shifts in working from home, how quickly the Company can resume normal operations and the Company's ongoing lease negotiations with its landlords, among others. WeWork believes continued execution of its operational restructuring program and its current liquidity position will be sufficient to help it mitigate the continued near-term uncertainty. Its assessment assumes a continued growth in its revenues and occupancy. If the Company does not experience a recovery consistent with its projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance the Company will be successful in securing the additional capital infusions if needed. |
Reclassifications | Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. This primarily includes the aggregation of Capitalized software of $39 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software" for all periods presented on the Condensed Consolidated Statements of Cash Flows. |
Income Taxes | Income Taxes — The Company calculates its quarterly income tax provision pursuant to Accounting Standard Codification ("ASC") 740-270, Income Taxes — Interim Reporting, |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update ("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"). ASU 2020-06 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 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 Company adopted ASU 2020-06 as of January 1, 2022, which did not have any impact on its Condensed 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 disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company has availed itself of certain limited government assistance provided during the COVID-19 pandemic (e.g., government grants). The Company adopted ASU 2021-10 as of January 1, 2022, which did not have any impact on its Condensed 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 |
Reverse Recapitalization and _2
Reverse Recapitalization and Related Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | September 30, (Amounts in millions) 2022 2021 Cash and cash equivalents $ 460 $ 477 Restricted cash 7 12 Cash, cash equivalents and restricted cash $ 467 $ 489 |
Restricted cash | September 30, (Amounts in millions) 2022 2021 Cash and cash equivalents $ 460 $ 477 Restricted cash 7 12 Cash, cash equivalents and restricted cash $ 467 $ 489 |
Supplemental cash flow information | Nine Months Ended September 30, (Amounts in millions) 2022 2021 Supplemental Cash Flow Disclosures: Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021) $ 195 $ 138 Cash received for operating lease incentives — tenant improvement allowances 113 306 Cash received for operating lease incentives — broker commissions — 1 Supplemental Disclosure of Non-cash Investing & Financing Activities: Property and equipment included in accounts payable and accrued expenses 85 79 Conversion of related party liabilities to Preferred Stock — 712 Additional ASC 842 Supplemental Disclosures Nine Months Ended September 30, (Amounts in millions) 2022 2021 Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities $ 1,661 $ 1,721 Cash paid for interest relating to finance leases in operating activities 4 3 Cash paid for principal relating to finance leases in financing activities 6 3 Right-of-use assets obtained in exchange for finance lease obligations — 1 Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations (707) (1,279) |
Restructuring, Impairments an_2
Restructuring, Impairments and Gains on Sale (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Details of restructuring and other related costs | The details of these net charges are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Employee terminations (1) $ 7 $ 4 $ 16 $ 549 Ceased use buildings 12 33 40 99 Gains on lease terminations, net (60) (31) (264) (211) Other, net 7 10 18 45 Total $ (34) $ 16 $ (190) $ 482 (1) In connection with the Settlement Agreement, as described in Note 21, 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 million. The Company recorded $428 million of restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021, which represents the excess between the amount paid from a principal shareholder of the Company to We Holding LLC and the 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 |
Reconciliation of beginning and ending restructuring liability balances | A reconciliation of the beginning and ending restructuring liability balances is as follows: Nine Months Ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Restructuring liability — Balance at beginning of period $ 79 $ 29 Restructuring and other related (gains) costs expensed during the period (190) 434 Cash payments of restructuring liabilities, net (1) (159) (424) Non-cash impact — primarily asset and liability write-offs and stock-based compensation 292 40 Restructuring liability — Balance at end of period $ 22 $ 79 (1) Includes cash payments received from landlords for terminated leases of $22 million and $18 million for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. |
Non-routine gains and impairment charges | The details of these net charges are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Impairment and write-off of long-lived assets associated with restructuring $ 72 $ 88 $ 160 $ 599 Impairment expense, other 25 — 64 31 Gain on sale of assets — — — (1) Total $ 97 $ 88 $ 224 $ 629 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of total acquisition consideration | The preliminary allocation of the total acquisition consideration during the nine months ended September 30, 2022 is estimated as follows: 2022 (Amounts in millions) Acquisitions Cash and cash equivalents $ 1 Property and equipment 2 Goodwill 10 Finite-lived intangible assets 12 Lease right-of-use assets, net 2 Deferred tax liability (4) Lease obligation, net (2) Total consideration $ 21 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses | Prepaid expenses consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Prepaid member referral fees and deferred sales incentive compensation (Note 16) $ 52 $ 52 Prepaid lease cost 34 40 Prepaid software 22 21 Other prepaid expenses 41 67 Total prepaid expenses $ 149 $ 180 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Other current assets consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Net receivable for value added tax (“VAT”) $ 46 $ 124 Assets held for sale 37 — Straight-line revenue receivable 25 31 Deposits held by landlords 19 41 Other current assets 27 42 Total other current assets $ 154 $ 238 |
Consolidated VIEs and Noncont_2
Consolidated VIEs and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information of consolidated VIEs | The following table includes selected condensed consolidated financial information as of September 30, 2022 and December 31, 2021 of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, in each case, after intercompany eliminations. September 30, 2022 December 31, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE balance sheets information: Cash and cash equivalents $ 56 $ 8 $ 101 $ 8 Property and equipment, net 495 — 621 — Restricted cash 2 — 10 — Total assets 2,231 12 2,708 15 Long-term debt, net 3 — 6 — Total liabilities 2,064 2 2,368 3 Redeemable stock issued by VIEs 80 — 80 — Total net assets (3) 87 10 260 12 The following tables include selected condensed consolidated financial information for the three and nine months ended September 30, 2022 and 2021 of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. September 30, 2022 September 30, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE statements of operations information: Total revenue for the three months ended $ 106 $ 1 $ 62 $ 4 Total revenue for the nine months ended 310 12 175 11 Net income (loss) for the three months ended (52) (1) (45) — Net income (loss) for the nine months ended (189) 4 (109) — Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (Amounts in millions) 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 $ (98) $ 5 $ (76) $ 2 Net cash used in investing activities (13) — (16) — Net cash provided by (used in) financing activities 42 (6) 28 1 (1) The “SBG JVs” include JapanCo and LatamCo as of and for the periods that each represented a consolidated VIE. 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 September 30, 2022. The net assets of the SBG JVs include membership interest in JapanCo issued to affiliates of SBG with liquidation preferences totaling $500 million as of September 30, 2022 and December 31, 2021 and ordinary shares in LatamCo totaling $80 million as of September 30, 2022 and December 31, 2021 that are redeemable upon the occurrence of event that is not solely within the control of the company. After reducing the net assets of the SBG JVs by the liquidation preference associated with such membership interest and redeemable ordinary shares, the remaining net assets of the SBG JVs are negative as of September 30, 2022 and December 31, 2021. (2) For the three and nine months ended September 30, 2022 and 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. |
Equity Method and Other Inves_2
Equity Method and Other Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | The Company's investments consist of the following: September 30, 2022 December 31, 2021 (Amounts in millions, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value IndiaCo (1) Equity method investment $ 27 $ 105 27.5% $ 34 WPI Fund (2) Equity method investment 25 33 8.0% 93 Investments held by WeCap Holdings Partnership (3) Equity method investments 4 5 Various 72 ChinaCo (4) Equity method investment — 29 19.7% — Other (5) Various 6 6 Various 1 Total equity method and other investments $ 62 $ 178 $ 200 (1) 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 million (the "2020 Debentures"). During June 2020, $85 million of the principal had been funded, with the remaining $15 million funded in April 2021. The 2020 Debentures earned interest at a coupon rate of 12.5% per annum for the 18-month period beginning in June 2020 which then was 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 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 three months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling none and $2 million, respectively, included in income (loss) from equity method and other investments. During the nine months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $1 million and $17 million, respectively. Prior to the funding in April 2021, the $15 million unfunded commitment associated with the 2020 Debentures (the "IndiaCo Forward Liability") was included in other current liabilities, relating to the fair value of the credit loss on the forward contract associated with the obligation with such credit loss included in income (loss) from equity method and other investments during the three and nine months ended September 30, 2022 and 2021. During the three months ended September 30, 2022 and 2021, the Company recorded none and $(0.3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30, 2022 and 2021, the Company recorded $2 million and $(3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30, 2022, the Company converted the 2020 Debentures and other convertible debentures into 12,397,510 and 3,375,000 common shares of IndiaCo, respectively, representing an ownership interest in IndiaCo of approximately 27.5%. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company also receives a management fee from IndiaCo. The Company recorded $3 million and $1 million of management fee income from IndiaCo during the three months ended September 30, 2022 and 2021, respectively, and recorded $6 million and $5 million of management fee income from IndiaCo during the nine months ended September 30, 2022 and 2021, respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations. (2) In addition to the general partner interest in the WPI Fund (as discussed and defined below) held by WeCap Holdings Partnership, a wholly owned subsidiary of the WeCap Investment Group also owns an 8% limited partner interest in the WPI Fund. (3) As discussed in Note 9, 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 owned a 10% equity interest. DSQ owns a commercial real estate portfolio located in London, United Kingdom. During the three and nine months ended September 30, 2022, the Company recorded an other-than-temporary impairment charge of none and $6 million, respectively, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations. The investment balance also included a note receivable with an outstanding balance of $43 million as of December 31, 2021 that accrued interest at a rate of 5.77% and matures in April 2028. In September 2022, the WeCap Holdings Partnership sold its investment in DSQ, the note receivable and accrued interest of $4 million for proceeds of $46 million resulting in a gain on sale of $0.1 million, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations. • "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 is the general partner and holds 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. (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 million plus capitalized legal cost for a total initial cost basis and carrying value as of December 31, 2020 of $29 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 21 for details regarding various related party fees payable by ChinaCo to the Company. (5) The Company holds various other investments as of September 30, 2022 and December 31, 2021. In February 2022, the Company purchased shares of Upflex Inc. ("Upflex") Series A Preferred Stock for a total purchase price of $5 million, representing approximately 6.10% ownership on a fully diluted basis. Upflex is a coworking aggregator and global flexible workplace startup. The Company recorded its share of gain (loss) related to its equity method and other investments in the Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Income (loss) from equity method investments $ (10) $ 5 $ (13) $ (19) The table below provides a summary of contributions made to and distributions received from the Company's investments: Nine Months Ended September 30, (Amounts in millions) 2022 2021 Contributions made to investments $ (6) $ (27) Distributions received from investments $ 65 $ 3 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other non-current assets | Other non-current assets consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Deferred financing costs, net: Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 301 $ 382 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1),(2) 105 207 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1) 6 7 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1) 3 8 Total deferred financing costs, net 415 604 Other assets: Security deposits with landlords 193 237 Long-term receivable for value added tax 55 — Straight-line revenue receivable 36 40 Other long-term prepaid expenses and other assets 28 32 Total other assets $ 727 $ 913 (1) Amounts are net of accumulated amortization totaling $524 million and $377 million as of September 30, 2022 and December 31, 2021, respectively. See Note 14 for amortization incurred during the period. (2) During the three and nine months ended September 30, 2022, none and $47 million, respectively, of unamortized deferred financing costs were expensed in connection with the Fourth Amendment to the Credit Agreement (as defined in Note 20 and discussed below). |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Liabilities held for sale $ 59 $ — Refunds payable to former members 47 34 Current portion of long-term debt (See Note 14) 19 29 Other current liabilities 24 15 Total other current liabilities $ 149 $ 78 |
Warrant Liabilities, net (Table
Warrant Liabilities, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class of Warrant or Right [Abstract] | |
Outstanding warrants | Warrant liabilities, net consists of the following: (Amounts in millions) September 30, 2022 December 31, 2021 Private warrant liability: Private warrant liability at issuance $ 18 $ 18 (Gain) loss from change in fair value of warrant liabilities (12) (2) Less: reclassification to equity (4) — Total warrant liabilities, net $ 2 $ 16 |
Long-Term Debt, Net and Inter_2
Long-Term Debt, Net and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | Long-term debt, net consists of the following: Maturity Interest September 30, December 31, (Amounts in millions, except percentages) Senior Notes: Outstanding principal balance 2025 7.875% $ 669 $ 669 Less: unamortized debt issuance costs (8) (9) Total Senior Notes, net 661 660 Junior LC Tranche (Note 20): Outstanding principal balance (1) 2023 9.593% 350 — Less: unamortized debt issuance costs (9) — Total Junior LC Tranche, net 341 — Other Loans: Outstanding principal balance 2022 - 2024 2.5% - 3.3% 22 35 Less: current portion of Other Loans (See Note 12) (19) (29) Total non-current portion Other Loans, net 3 6 Total long-term debt, net $ 1,005 $ 666 |
Interest expense | The Company recorded the following Interest expense in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Interest expense on long-term debt and SoftBank debt financing: Unsecured notes payable (Note 11) $ 28 $ 28 $ 84 $ 71 2020 LC Facility and LC Debt Facility (Note 20) 22 23 59 62 Senior notes 13 13 39 40 Other 3 — 7 7 Total interest expense on long-term debt 66 64 189 180 Deferred financing costs amortization (Note 11): SoftBank unsecured deferred financing costs 27 27 81 80 SoftBank LC deferred financing costs (1) 20 24 112 71 Other debt financing costs 3 6 6 8 Total deferred financing costs amortization 50 57 199 159 Total interest expense $ 116 $ 121 $ 388 $ 339 (1) The three and nine months ended September 30, 2022, include none and $47 million, respectively, of deferred financing costs expensed in connection with the Fourth Amendment to the Credit Agreement (as defined in Note 20). |
Principal maturities | Combined aggregate principal payments for current and long-term debt as of September 30, 2022 are as follows: (Amounts in millions) Total Remainder of 2022 $ 1 2023 369 2024 2 2025 669 2026 — 2027 and beyond — Total minimum payments $ 1,041 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 (Amounts in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 50 $ — $ — $ 50 Total assets measured at fair value $ 50 $ — $ — $ 50 Liabilities: Warrant liabilities, net $ — $ 2 $ — $ 2 Other current liabilities - contingent consideration relating to acquisitions payable in common stock — — 1 1 Other current liabilities - contingent consideration relating to acquisitions payable in cash — — 1 1 Other liabilities - contingent consideration relating to acquisitions payable in cash — — 1 1 Total liabilities measured at fair value $ — $ 2 $ 3 $ 5 December 31, 2021 (Amounts in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents — money market funds and time deposits $ 611 $ — $ — $ 611 Other investments — available-for-sale convertible notes — — 34 34 Total assets measured at fair value $ 611 $ — $ 34 $ 645 Liabilities: Warrant Liabilities, net $ — $ 16 $ — $ 16 Total liabilities measured at fair value $ — $ 16 $ — $ 16 |
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: Nine Months Ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Assets: Balance at beginning of period $ 34 $ 50 Purchases — 15 Credit loss valuation allowance included in income (loss) from equity method and other investments (1) (19) Reclassification of forward contract liability to credit valuation allowance upon funding of commitment — (9) Unrealized (loss) gain on available-for-sale securities included in other comprehensive income — (2) Accrued interest income — 11 Accrued interest collected (3) (11) Foreign currency translation (losses) gain included in other comprehensive income 3 (1) Conversion of available-for-sale securities to equity method investment (Note 10) (33) — Balance at end of period $ — $ 34 |
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: Nine Months Ended September 30, 2022 (Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Balance at End of Period Liabilities: Other current liabilities - contingent consideration relating to acquisitions payable in common stock $ — $ 3 $ (1) $ (1) $ 1 Other current liabilities - contingent consideration relating to acquisitions payable in cash — 2 (1) — 1 Other liabilities - contingent consideration relating to acquisitions payable in cash — 1 — — 1 Total $ — $ 6 $ (2) $ (1) $ 3 Year Ended December 31, 2021 (Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Reclassification to Equity Balance at End of Period Liabilities: IndiaCo Forward Contract Liability $ 8 $ — $ (9) $ 1 $ — $ — SoftBank Senior Unsecured Notes Warrant (1) 279 — (474) 230 (35) — 2020 LC Facility Warrant (2) 140 — (237) 115 (18) — Total $ 427 $ — $ (720) $ 346 $ (53) $ — (1) During the year ended December 31, 2021, 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the SoftBank Unsecured Notes Warrant and in exchange the Company received $1 million. (2) During the year ended December 31, 2021, 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the 2020 LC Facility Warrant and in exchange the Company received $0.4 million. |
Change in fair value and unrealized gains (losses) | The total Gain (loss) from change in fair value of warrant liabilities included in the Condensed Consolidated Statements of Operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Selling, general and administrative expenses: Level 3 liabilities $ (1) $ — $ (1) $ — Income (loss) from equity method and other investments: Level 3 liabilities $ — $ — $ — $ (1) Gain (loss) from change in fair value of warrant liabilities: Level 2 liabilities $ — $ — $ 10 $ — Level 3 liabilities: SoftBank Senior Unsecured Notes Warrant — 5 — (229) 2020 LC Facility Warrant — 2 — (114) Total Level 3 liabilities — 7 — (343) Total gain (loss) from change in fair value of warrant liabilities: $ — $ 7 $ 10 $ (343) |
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: September 30, 2022 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Liabilities: Other current liabilities - contingent consideration relating to acquisitions $ 2 Probability weighted cash flow Probability adjustment 100% Other liabilities - contingent consideration relating to acquisitions $ 1 Probability weighted cash flow Probability adjustment 100% December 31, 2021 Fair Value Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Level 3 Assets: Other investments — available-for-sale convertible notes $ 34 Discounted cash flow Price per share $2.22 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 ASC 606 membership and service revenue $ 610 $ 411 $ 1,693 $ 1,112 ASC 842 rental and service revenue 205 216 670 659 Total membership and service revenue 815 627 2,363 1,771 Other revenue (1) 2 34 34 81 Total revenue $ 817 $ 661 $ 2,397 $ 1,852 |
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: (Amounts in millions) September 30, 2022 December 31, 2021 Contract assets (included in Accounts receivable and accrued revenue, net) $ 1 $ 28 Contract assets (included in Other current assets) 11 10 Contract assets (included in Other assets) 18 14 Deferred revenue (52) (42) Prepaid member referral fees and deferred sales incentive compensation were included in the following financial statement line items on the accompanying Condensed Consolidated Balance Sheets: (Amounts in millions) September 30, 2022 December 31, 2021 Prepaid expenses $ 52 $ 52 Other assets 23 23 The amortization of these costs is included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Amortization of capitalized costs to obtain a contract with a customer $ 23 $ 18 $ 66 $ 46 |
Allowance for credit loss | The following table provides a summary of changes of the allowance for credit loss for the nine months ended September 30, 2022 and the year ended December 31, 2021: (Amounts in millions) September 30, 2022 December 31, 2021 Balance at beginning of period $ 63 $ 108 Provision charged to expense 2 15 Write-offs (15) (43) Changes for member collectability uncertainty (1) (30) (16) Effect of foreign currency exchange rate changes (3) (1) Balance at end of period $ 17 $ 63 |
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 September 30, 2022 are as follows: (Amounts in millions) ASC 842 Revenue 2022 $ 218 2023 609 2024 328 2025 162 2026 69 2027 and beyond 91 Total $ 1,477 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 : Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 613 $ 19 $ 4 $ 15 $ 651 Non-cash GAAP straight-line lease cost 29 5 1 1 36 Amortization of lease incentives (67) (3) — (1) (71) Total real estate operating lease cost $ 575 $ 21 $ 5 $ 15 $ 616 Early termination fees and related (gain)/loss $ — $ — $ — $ (60) $ (60) Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,860 $ 80 $ 12 $ 36 $ 1,988 Non-cash GAAP straight-line lease cost 89 35 1 7 132 Amortization of lease incentives (203) (13) (1) (3) (220) Total real estate operating lease cost $ 1,746 $ 102 $ 12 $ 40 $ 1,900 Early termination fees and related (gain)/loss $ — $ — $ — $ (264) $ (264) Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 608 $ 18 $ 10 $ 30 $ 666 Non-cash GAAP straight-line lease cost 68 26 — 4 98 Amortization of lease incentives (69) (5) (1) (4) (79) Total real estate operating lease cost $ 607 $ 39 $ 9 $ 30 $ 685 Early termination fees and related (gain)/loss $ — $ — $ — $ (31) $ (31) Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Lease cost contractually paid or payable for the period $ 1,908 $ 74 $ 30 $ 118 $ 2,130 Non-cash GAAP straight-line lease cost 199 52 1 5 257 Amortization of lease incentives (211) (15) (2) (15) (243) Total real estate operating lease cost $ 1,896 $ 111 $ 29 $ 108 $ 2,144 Early termination fees and related (gain)/loss $ — $ — $ — $ (211) $ (211) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Three Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 479 $ 18 $ 4 $ 9 $ 510 Variable real estate lease costs $ 95 $ 3 $ 1 $ 6 $ 105 Variable equipment and other lease costs 1 — — — 1 Total variable lease costs $ 96 $ 3 $ 1 $ 6 $ 106 Nine Months Ended September 30, 2022 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,442 $ 89 $ 11 $ 32 $ 1,574 Variable real estate lease costs $ 304 $ 13 $ 1 $ 8 $ 326 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 307 $ 13 $ 1 $ 8 $ 329 Three Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 497 $ 35 $ 8 $ 27 $ 567 Variable real estate lease costs $ 110 $ 4 $ 1 $ 3 $ 118 Variable equipment and other lease costs 1 — — 1 2 Total variable lease costs $ 111 $ 4 $ 1 $ 4 $ 120 Nine Months Ended September 30, 2021 Reported in: Selling, Restructuring Location Pre-opening General and and Other (Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total Fixed real estate lease costs $ 1,555 $ 96 $ 26 $ 96 $ 1,773 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 1,556 $ 96 $ 26 $ 96 $ 1,774 Variable real estate lease costs $ 341 $ 15 $ 3 $ 12 $ 371 Variable equipment and other lease costs 2 — — 1 3 Total variable lease costs $ 343 $ 15 $ 3 $ 13 $ 374 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Depreciation and amortization $ — $ 1 $ 2 $ 4 Interest expense 2 1 4 3 Total $ 2 $ 2 $ 6 $ 7 The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 9 12 9 Weighted average discount rate percentage 9.0 % 7.4 % 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 September 30, 2022 and December 31, 2021, as recorded in accordance with ASC 842: September 30, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,257 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 45 47 Total leased assets $ 11,302 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 887 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 892 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,535 17,888 Finance lease obligations Long-term lease obligations 34 38 Total non-current liabilities 15,569 17,926 Total lease obligations $ 16,461 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $24 million and $22 million as of September 30, 2022 and December 31, 2021, 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 September 30, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total Remainder of 2022 $ 2 $ 600 $ 602 2023 8 2,247 2,255 2024 7 2,306 2,313 2025 7 2,330 2,337 2026 7 2,354 2,361 2027 and beyond 26 17,518 17,544 Total undiscounted fixed minimum lease cost payments 57 27,355 27,412 Less: Amount representing lease incentive receivables (1) — (223) (223) Less: Amount representing interest (18) (10,663) (10,681) Present value of future lease payments 39 16,469 16,508 Less: Obligations classified as held for sale — (47) (47) Less: Current portion of lease obligation (5) (887) (892) Total long-term lease obligation $ 34 $ 15,535 $ 15,569 (1) Lease incentive receivables 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 September 30, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total Remainder of 2022 $ 2 $ 600 $ 602 2023 8 2,247 2,255 2024 7 2,306 2,313 2025 7 2,330 2,337 2026 7 2,354 2,361 2027 and beyond 26 17,518 17,544 Total undiscounted fixed minimum lease cost payments 57 27,355 27,412 Less: Amount representing lease incentive receivables (1) — (223) (223) Less: Amount representing interest (18) (10,663) (10,681) Present value of future lease payments 39 16,469 16,508 Less: Obligations classified as held for sale — (47) (47) Less: Current portion of lease obligation (5) (887) (892) Total long-term lease obligation $ 34 $ 15,535 $ 15,569 (1) Lease incentive receivables 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Service-based restricted stock units $ 10 $ — $ 28 $ 1 Service-based vesting stock options 2 2 6 10 Service, performance and market-based vesting restricted stock units (1)(2) 1 1 5 1 Service, performance and market-based vesting stock options (1) — — — 1 WeWork Partnerships Profits Interest Units — — — 102 2021 Tender Offer — — — 48 2020 Option Repricing — 1 — 1 Total $ 13 $ 4 $ 39 $ 164 (1) Includes a reversal of stock-based compensation expense previously recorded of $5 million and $1 million for unvested options and unvested RSUs, respectively, that were forfeited during the nine months ended September 30, 2022, and $1 million for unvested options there were forfeited during the three months ended September 30, 2022. No reversal of stock-based compensation expense previously recorded for unvested options and RSUs forfeited was recorded during the three and nine months ended September 30, 2021. (2) Includes a $1 million reversal of stock-based compensation expense previously recorded due to fair value adjustments resulting from the reassessment of performance vesting conditions during the three and nine months ended September 30, 2022. The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Stock-based compensation included in: Location operating expenses $ 1 $ 1 $ 5 $ 10 Selling, general and administrative expenses 12 3 34 52 Restructuring and other related (gains) costs — — — 102 Total stock-based compensation expense $ 13 $ 4 $ 39 $ 164 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: Three Months Ended September 30, Nine Months Ended (Amounts in millions) 2022 2021 2022 2021 Service-based vesting stock options (1) $ — $ — $ — $ (2) Total $ — $ — $ — $ (2) (1) The $2 million recovery recognized during the nine months ended September 30, 2021 was related to expense previously taken for unvested options that were forfeited. For the three and nine months ended September 30, 2022, there were no expenses for stock options awarded to non-employees relating to goods received and services provided. For the three and nine months ended September 30, 2021, there were none and $0.1 million, respectively, of expenses relating to stock options |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share Computations | The numerators and denominators of the basic and diluted net loss per share computations for WeWork's common stock are calculated as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss attributed to WeWork Inc. $ (568) $ (802) $ (1,580) $ (3,724) Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (568) $ (802) $ (1,580) $ (3,724) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (568) $ (802) $ (1,580) $ (3,724) Denominator: Basic shares: Weighted-average shares - Basic 762,385,436 145,995,136 761,219,635 144,376,771 Diluted shares: Weighted-average shares - Diluted 762,385,436 145,995,136 761,219,635 144,376,771 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (0.75) $ (5.50) $ (2.08) $ (25.79) Diluted $ (0.75) $ (5.50) $ (2.08) $ (25.79) (1) The three and nine months ended September 30, 2022 are comprised of only Class A common stock 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 period. September 30, 2022 2021 Warrants 23,877,777 5,268,762 Partnership Units 19,896,032 — RSUs 16,122,122 12,057,689 Stock options 13,843,806 30,369,929 Contingent shares (1) 514,529 — WeWork Partnerships Profits Interest Units 42,057 19,938,092 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — 412,283,099 Convertible Preferred Stock Series Junior — 1,239 Convertible notes — 468,394 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset retirement obligations | Asset retirement obligations include the following activity during the nine months ended September 30, 2022 and the year ended December 31, 2021: Nine months ended September 30, Year Ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 220 $ 206 Liabilities incurred in the current period 20 10 Liabilities settled in the current period (8) (19) Accretion of liability 12 17 Revisions in estimated cash flows — 20 Effect of foreign currency exchange rate changes (33) (14) Balance at end of period 211 220 Less: Current portion of asset retirement obligations (6) (1) Total non-current portion of asset retirement obligations $ 205 $ 219 |
Other Related Party Transacti_2
Other Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party amounts are reported in the following financial statement line items: (Amounts in millions) September 30, 2022 December 31, 2021 Assets Current assets: Accounts receivable and accrued revenue $ 2 $ — Prepaid expenses 1 1 Other current assets — 2 Total current assets 3 3 Other assets 412 596 Total assets $ 415 $ 599 Liabilities Current liabilities: Accounts payable and accrued expenses $ 58 $ 94 Deferred revenue 3 5 Current lease obligations 14 18 Total current liabilities 75 117 Long-term lease obligations 274 525 Unsecured Notes 1,650 1,650 Total liabilities $ 1,999 $ 2,292 Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue $ 16 $ 28 $ 47 $ 116 Expenses: Total expenses 13 21 48 59 Interest expense 84 104 307 288 Gain (loss) from change in fair value of warrant liabilities — 7 — (343) Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Mr. Neumann Operating Lease Agreements: Lease cost expense $ — $ 2 $ 1 $ 7 Contractual obligation — 2 1 7 Finance Lease Agreement: Interest expense $ — $ — $ 1 $ 1 Contractual obligation 1 — 2 2 WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 12 $ 15 $ 43 $ 38 Contractual obligation 11 11 32 40 Tenant incentives received — 2 5 4 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables as of September 30, 2022 are as follows: Future Minimum Lease Cost (1) Tenant Lease Receivable (Amounts in millions) Mr. Neumann Finance lease agreement $ 11 $ — WeCap Investment Group Operating lease agreements $ — $ 8 (1) The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments. During the three and nine months ended September 30, 2022 and 2021, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue: SBG (1) $ 9 $ 23 $ 30 $ 92 Other related parties (2) 3 4 10 10 Expenses: SBG (1) $ 1 $ 4 $ 4 $ 14 (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 million. In February 2022, in connection with the Company's contribution of its business in Costa Rica to LatamCo (as discussed in Note 9), SBG waived its right to be reimbursed by the Company for $7 million of these obligations. During the three and nine months ended September 30, 2022 and year ended December 31, 2021, the Company made no additional payments on these obligations to SBG. As of September 30, 2022 and December 31, 2021, Accounts payable and accrued expenses included $8 million and $15 million, respectively, payable to SBG related primarily to these reimbursement obligations. In October 2022, an affiliate of SBG terminated its membership agreement effective December 1, 2022 and agreed to pay the Company $3.0 million in December 2022. (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. |
Segment Disclosures and Conce_2
Segment Disclosures and Concentration (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenues by country | Three Months Ended September 30, Nine Months Ended September 30, (Amounts in millions) 2022 2021 2022 2021 Revenue: United States $ 360 $ 306 $ 1,058 $ 813 United Kingdom 123 92 367 247 Japan 47 50 147 163 Other foreign countries (1) 287 213 825 629 Total revenue $ 817 $ 661 $ 2,397 $ 1,852 |
Property and equipment by country | September 30, December 31, (Amounts in millions) 2022 2021 Property and equipment: United States $ 3,939 $ 4,036 United Kingdom 728 877 Japan 380 487 Other foreign countries (1) 1,888 2,025 Total property and equipment $ 6,935 $ 7,425 (1) No individual countries exceed 10% of our revenues or property and equipment. |
Organization and Business (Deta
Organization and Business (Details) | Sep. 30, 2022 location |
Noncontrolling Interest [Line Items] | |
Number of locations | 801 |
Number of consolidated locations | 647 |
WeWork Companies LLC | WeWork Partnership | |
Noncontrolling Interest [Line Items] | |
Controlling interest ownership | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Accounting Policies [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Capitalized software | $ (39) | $ (29) | ||
Income tax (benefit) expense | $ 3 | $ (2) | $ 5 | $ 5 |
Effective tax rate | 0.48% | (0.27%) | 0.28% | 0.13% |
Net deferred income tax liabilities | $ 2 | $ 2 | ||
Net deferred income tax assets | $ 1 | $ 1 |
Reverse Recapitalization and _3
Reverse Recapitalization and Related Transactions - Narrative (Details) $ / shares in Units, $ in Millions | Oct. 20, 2021 USD ($) $ / shares shares | Oct. 19, 2021 $ / shares shares |
Schedule Of Reverse Recapitalization [Line Items] | ||
Recapitalization exchange ratio | 0.82619 | |
Gross cash consideration from reverse recapitalization | $ | $ 333 | |
Transaction costs | $ | $ 69 | |
First Warrants | ||
Schedule Of Reverse Recapitalization [Line Items] | ||
Warrants (in 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) | 16,100,000 | 16,100,000 |
Private Warrants | ||
Schedule Of Reverse Recapitalization [Line Items] | ||
Warrants (in shares) | 7,773,333 | 7,773,333 |
PIPE Investors | ||
Schedule Of Reverse Recapitalization [Line Items] | ||
Stock sold (in shares) | 80,000,000 | |
Aggregate purchase price | $ | $ 800 | |
Backstop Investor | ||
Schedule Of Reverse Recapitalization [Line Items] | ||
Stock sold (in shares) | 15,000,000 | |
Aggregate purchase price | $ | $ 150 |
Reverse Recapitalization and _4
Reverse Recapitalization and Related Transactions - Common Stock Issued (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 20, 2021 |
Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 709,752,947 | 705,016,923 | 696,492,801 |
Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 19,938,089 | 19,938,089 | 19,938,089 |
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 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 460 | $ 924 | $ 477 | |
Restricted cash | 7 | 12 | ||
Cash, cash equivalents and restricted cash | $ 467 | $ 935 | $ 489 | $ 854 |
Supplemental Disclosure of Ca_4
Supplemental Disclosure of Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Disclosures: | ||
Capitalized interest | $ 0 | $ 0 |
Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021) | 195,000 | 138,000 |
Cash received for operating lease incentives — tenant improvement allowances | 113,000 | 306,000 |
Cash received for operating lease incentives — broker commissions | 0 | 1,000 |
Supplemental Disclosure of Non-cash Investing & Financing Activities: | ||
Property and equipment included in accounts payable and accrued expenses | 85,000 | 79,000 |
Conversion of related party liabilities to Preferred Stock | 0 | 712,000 |
Additional ASC 842 Supplemental Disclosures | ||
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities | 1,661,000 | 1,721,000 |
Cash paid for interest relating to finance leases in operating activities | 4,000 | 3,000 |
Cash paid for principal relating to finance leases in financing activities | 6,000 | 3,000 |
Right-of-use assets obtained in exchange for finance lease obligations | 0 | 1,000 |
Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations | $ (707,000) | $ (1,279,000) |
Restructuring, Impairments an_3
Restructuring, Impairments and Gains on Sale - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) lease | Oct. 31, 2022 USD ($) lease | Sep. 30, 2022 USD ($) lease | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) lease location | Sep. 30, 2021 USD ($) location | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Leases terminated, open locations | location | 25 | 78 | ||||||
Leases terminated, pre-open locations | location | 4 | 3 | ||||||
Leases terminated, cumulative | lease | 241 | 241 | 241 | |||||
Leases amended, cumulative | lease | 480 | 480 | 480 | |||||
Leases amended, reduction in future undiscounted fixed minimum lease cost payments, cumulative | $ 10,300,000 | $ 10,300,000 | $ 10,300,000 | |||||
Leases amended | lease | 50 | |||||||
Leases amended, reduction in future undiscounted fixed minimum lease cost payments | $ 1,300,000 | |||||||
Leases terminated in period | lease | 25 | |||||||
Restructuring and other related (gains) costs | (34,000) | $ 16,000 | (190,000) | $ 482,000 | $ 434,000 | |||
Restructuring liabilities | $ 22,000 | 22,000 | 22,000 | 79,000 | $ 29,000 | |||
Receivables from landlords | 4,000 | 4,000 | 4,000 | 3,000 | ||||
Impairment expense, other | 25,000 | 0 | 64,000 | 31,000 | ||||
Non-routine gains and impairment charges | 97,000 | $ 88,000 | 224,000 | $ 629,000 | ||||
Operating lease, contractual obligation | 16,469,000 | 16,469,000 | 16,469,000 | |||||
Subsequent Event | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Leases terminated in period | lease | 40 | |||||||
Lease net assets | $ (150,000) | |||||||
Impairment, property and equipment | 300,000 | |||||||
Impairment loss, operating lease | 750,000 | |||||||
Decrease in lease liability | $ 1,150,000 | |||||||
Accounts payable and accrued expenses | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring liabilities | 22,000 | 22,000 | 22,000 | 76,000 | ||||
Other liabilities, net | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring liabilities | $ 4,000 | $ 4,000 | $ 4,000 | $ 6,000 |
Restructuring, Impairments an_4
Restructuring, Impairments and Gains on Sale - Detail of Restructuring and Other Related Charges (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 15, 2021 | Feb. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Employee terminations | $ 7,000 | $ 4,000 | $ 16,000 | $ 549,000 | |||||
Ceased use buildings | 12,000 | 33,000 | 40,000 | 99,000 | |||||
Gains on lease terminations, net | (60,000) | (31,000) | (264,000) | (211,000) | |||||
Other, net | 7,000 | 10,000 | 18,000 | 45,000 | |||||
Total | (34,000) | 16,000 | (190,000) | 482,000 | $ 434,000 | ||||
Restructuring and other related (gains) costs | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Gains on lease terminations, net | $ (60,000) | $ (31,000) | $ (264,000) | $ (211,000) | |||||
WeWork Partnerships Profits Interest Units | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Catch up base amount | $ 0 | ||||||||
Distribution threshold (in usd per share) | $ 10 | ||||||||
Affiliated Entity | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||||
Gross proceeds | $ 922,000 | ||||||||
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 | $ 578,000 | ||||||||
Subsidiary sale of stock | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Total | $ 428,000 | ||||||||
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring liability balance | $ 79,000 | $ 29,000 | $ 29,000 | ||
Restructuring and other related (gains) costs expensed during the period | $ (34,000) | $ 16,000 | (190,000) | $ 482,000 | 434,000 |
Cash payments of restructuring liabilities, net | (159,000) | (424,000) | |||
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | 292,000 | 40,000 | |||
Restructuring liability balance | $ 22,000 | 22,000 | 79,000 | ||
Cash payments received from landlord for terminated leases | $ 22,000 | $ 18,000 |
Restructuring, Impairments an_6
Restructuring, Impairments and Gains on Sale - Gains and Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Impairment and write-off of long-lived assets associated with restructuring | $ 72,000 | $ 88,000 | $ 160,000 | $ 599,000 |
Impairment expense, other | 25,000 | 0 | 64,000 | 31,000 |
Gain on sale of assets | 0 | 0 | 0 | (1,000) |
Total | $ (97,000) | $ (88,000) | $ (224,000) | $ (629,000) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 USD ($) location shares | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | |
Class A common stock | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock in connection with Acquisition (in shares) | shares | 246,440 | 489,071 | ||||
Common Desk | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity acquired | 100% | 100% | ||||
Total consideration | $ 21,000 | |||||
Number of locations acquired | location | 23 | |||||
Cash consideration | $ 10,000 | |||||
Contingent consideration payable, liability | 3,000 | $ 1,000 | $ 3,000 | $ 1,000 | ||
Contingent consideration fair market value adjustment | (1,000) | (1,000) | ||||
Transaction costs | 0 | $ 0 | 1,000 | $ 0 | ||
Common Desk | Contingent Consideration, Cash Payout | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration fair market value adjustment | (1,000) | (1,000) | ||||
Common Desk | Contingent Consideration, Equity Payout | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration fair market value adjustment | $ (1,000) | $ (1,000) | ||||
Equity consideration, shares released (in shares) | shares | 246,440 | 246,440 | ||||
Common Desk | Other current liabilities | ||||||
Business Acquisition [Line Items] | ||||||
Consideration payable | $ 1,000 | $ 1,000 | ||||
Common Desk | Other liabilities, net | ||||||
Business Acquisition [Line Items] | ||||||
Consideration payable | 1,000 | 1,000 | ||||
Common Desk | Class A common stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration | $ 3,000 | |||||
Contingent consideration payable, equity (in shares) | shares | 760,969 | |||||
Contingent consideration payable, fair value of equity | $ 5,000 | $ 5,000 | ||||
Contingent consideration payable, equity | $ 1,000 | $ 1,000 |
Acquisitions - Allocation of Ac
Acquisitions - Allocation of Acquisition Consideration (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 682 | $ 677 |
Common Desk | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 1 | |
Property and equipment | 2 | |
Goodwill | 10 | |
Finite-lived intangible assets | 12 | |
Lease right-of-use assets, net | 2 | |
Deferred tax liability | (4) | |
Lease obligation, net | (2) | |
Total consideration | $ 21 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid member referral fees and deferred sales incentive compensation (Note 16) | $ 52 | $ 52 | |
Prepaid lease cost | 34 | 40 | |
Prepaid software | 22 | 21 | |
Other prepaid expenses | 41 | 67 | |
Total prepaid expenses | [1] | $ 149 | $ 180 |
[1]See Note 21 for disclosure of related party amounts |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Net receivable for value added tax (“VAT”) | $ 46 | $ 124 | |
Assets held for sale | 37 | 0 | |
Straight-line revenue receivable | 25 | 31 | |
Deposits held by landlords | 19 | 41 | |
Other current assets | 27 | 42 | |
Total other current assets | [1] | $ 154 | $ 238 |
[1]See Note 21 for disclosure of related party amounts |
Consolidated VIEs and Noncont_3
Consolidated VIEs and Noncontrolling Interests - Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 460 | $ 924 | $ 477 |
Property and equipment, net | 4,655 | 5,374 | |
Total assets | 18,339 | 21,756 | |
Long-term debt, net | 1,005 | 666 | |
Total liabilities | 21,094 | 23,169 | |
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 56 | 101 | |
Property and equipment, net | 495 | 621 | |
Restricted cash | 2 | 10 | |
Total assets | 2,231 | 2,708 | |
Long-term debt, net | 3 | 6 | |
Total liabilities | 2,064 | 2,368 | |
Redeemable stock issued by VIEs | 80 | 80 | |
Total net assets | 87 | 260 | |
Preferred stock liquidation preference | 500 | 500 | |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 8 | 8 | |
Property and equipment, net | 0 | 0 | |
Restricted cash | 0 | 0 | |
Total assets | 12 | 15 | |
Long-term debt, net | 0 | 0 | |
Total liabilities | 2 | 3 | |
Redeemable stock issued by VIEs | 0 | 0 | |
Total net assets | $ 10 | $ 12 |
Consolidated VIEs and Noncont_4
Consolidated VIEs and Noncontrolling Interests - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Variable Interest Entity [Line Items] | ||||||
Total revenue | [1] | $ 817,000 | $ 661,000 | $ 2,397,000 | $ 1,852,000 | |
Net income (loss) for the nine months ended | (629,000) | (844,000) | (1,768,000) | (3,829,000) | ||
Variable Interest Entity, Primary Beneficiary | SBG JVs | ||||||
Variable Interest Entity [Line Items] | ||||||
Total revenue | 106,000 | 62,000 | 310,000 | 175,000 | ||
Net income (loss) for the nine months ended | (52,000) | (45,000) | (189,000) | (109,000) | ||
Preferred stock liquidation preference | 500,000 | 500,000 | $ 500,000 | |||
Variable Interest Entity, Primary Beneficiary | Other VIEs | ||||||
Variable Interest Entity [Line Items] | ||||||
Total revenue | 1,000 | 4,000 | 12,000 | 11,000 | ||
Net income (loss) for the nine months ended | $ (1,000) | $ 0 | $ 4,000 | $ 0 | ||
[1]See Note 21 for disclosure of related party amounts. |
Consolidated VIEs and Noncont_5
Consolidated VIEs and Noncontrolling Interests - Statements of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | ||
Net cash provided by (used in) operating activities | $ (645) | $ (1,539) |
Net cash used in investing activities | (224) | (244) |
Net cash provided by (used in) financing activities | 407 | 1,419 |
Variable Interest Entity, Primary Beneficiary | SBG JVs | ||
Variable Interest Entity [Line Items] | ||
Net cash provided by (used in) operating activities | (98) | (76) |
Net cash used in investing activities | (13) | (16) |
Net cash provided by (used in) financing activities | 42 | 28 |
Variable Interest Entity, Primary Beneficiary | Other VIEs | ||
Variable Interest Entity [Line Items] | ||
Net cash provided by (used in) operating activities | 5 | 2 |
Net cash used in investing activities | 0 | 0 |
Net cash provided by (used in) financing activities | $ (6) | $ 1 |
Consolidated VIEs and Noncont_6
Consolidated VIEs and Noncontrolling Interests - WeWork Partnership (Details) - Chief Executive Officer - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 21, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
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 | ||
Net loss allocated to shareholder | $ 16 | $ 43 | |
WeWork Partnership | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest ownership | 2.73% | 2.73% |
Consolidated VIEs and Noncont_7
Consolidated VIEs and Noncontrolling Interests - JapanCo (Details) - USD ($) $ in Millions | 9 Months Ended | 24 Months Ended | 45 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | ||||
Payments to noncontrolling interests | $ 31 | |||
JapanCo | ||||
Variable Interest Entity [Line Items] | ||||
Noncontrolling interest ownership | 50% | |||
Affiliate of SBG | JapanCo | ||||
Variable Interest Entity [Line Items] | ||||
Payments to noncontrolling interests | $ 400 | $ 500 |
Consolidated VIEs and Noncont_8
Consolidated VIEs and Noncontrolling Interests - LatamCo (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Aug. 31, 2026 | |
Variable Interest Entity [Line Items] | ||||
Payments to noncontrolling interests | $ 31 | |||
LatamCo | ||||
Variable Interest Entity [Line Items] | ||||
Percentage interest in business transferred | 100% | |||
Joint venture, reimbursement payable waived | $ 7 | |||
Obligation for cost of termination of certain leases within first 12 months of agreement | $ 27 | |||
Termination costs, cumulative | 13 | |||
Liability for monthly reimbursements | 30 | |||
Forecast | LatamCo | ||||
Variable Interest Entity [Line Items] | ||||
Proceeds from exercise of call options | $ 60 | |||
Commitment To Fund | ||||
Variable Interest Entity [Line Items] | ||||
Commitment | $ 33 | |||
Commitment To Fund | LatamCo | ||||
Variable Interest Entity [Line Items] | ||||
Commitment | 13 | |||
Affiliate of SBG | LatamCo | ||||
Variable Interest Entity [Line Items] | ||||
Payments to noncontrolling interests | $ 80 | |||
LatamCo | Affiliate of SBG | ||||
Variable Interest Entity [Line Items] | ||||
Controlling interest ownership | 71% | |||
Voting percentage | 49.90% |
Consolidated VIEs and Noncont_9
Consolidated VIEs and Noncontrolling Interests - WeCap Manager and WeCap Holdings Partnership (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
WeCap Manager | ||||
Variable Interest Entity [Line Items] | ||||
Management fee income | $ 1 | $ 4 | $ 12 | $ 11 |
WeCap Manager | ||||
Variable Interest Entity [Line Items] | ||||
Noncontrolling interest ownership | 20% | 20% | ||
WeCap Investment Group | Minimum | ||||
Variable Interest Entity [Line Items] | ||||
Controlling interest ownership | 50% | 50% | ||
WeCap Investment Group | Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Controlling interest ownership | 85% | 85% |
Equity Method and Other Inves_3
Equity Method and Other Investments - Investments (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Feb. 28, 2022 | Apr. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 29, 2021 | Dec. 31, 2020 | Oct. 02, 2020 | |
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Total equity method and other investments, carrying value | $ 62 | $ 62 | $ 62 | $ 200 | ||||||||
Total equity method and other investments, cost basis | 178 | 178 | 178 | |||||||||
IndiaCo | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Management fee income | 3 | $ 1 | 6 | $ 5 | ||||||||
IndiaCo | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Equity method investment, carrying value | 27 | 27 | 27 | 34 | ||||||||
Equity method investment, cost basis | $ 105 | $ 105 | $ 105 | |||||||||
Ownership percentage | 27.50% | 27.50% | 27.50% | |||||||||
Credit loss | $ 0 | 2 | $ 1 | 17 | ||||||||
Unrealized gain (loss) on available-for-sale securities | 0 | $ (0.3) | 2 | $ (3) | ||||||||
IndiaCo | Unfunded Loan Commitment | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Commitment | $ 15 | 15 | $ 15 | |||||||||
IndiaCo | 2020 Debentures | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Convertible notes receivable | $ 100 | |||||||||||
Payments for notes receivable | $ 15 | $ 85 | ||||||||||
Notes receivable, term | 10 years | |||||||||||
Conversion of notes receivable to investment (in shares) | 12,397,510 | |||||||||||
Notes receivable, conversion period | 18 months | |||||||||||
IndiaCo | Other Convertible Debentures | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Note receivable | 5 | |||||||||||
Note receivable interest rate | 0.001% | |||||||||||
Notes receivable, term | 10 years | |||||||||||
Conversion of notes receivable to investment (in shares) | 3,375,000 | |||||||||||
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% | |||||||||||
WPI Fund | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Equity method investment, carrying value | 25 | 25 | $ 25 | 93 | ||||||||
Equity method investment, cost basis | $ 33 | $ 33 | $ 33 | |||||||||
Ownership percentage | 8% | 8% | 8% | |||||||||
WPI Fund | WeCap Holdings Partnership | General partner | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Ownership percentage | 0.50% | 0.50% | 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% | 8% | 8% | |||||||||
Investments held by WeCap Holdings Partnership | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Equity method investment, carrying value | $ 4 | $ 4 | $ 4 | 72 | ||||||||
Equity method investment, cost basis | 5 | 5 | 5 | |||||||||
Consideration from sale | 46 | |||||||||||
Gain on sale of equity method investment | 0.1 | |||||||||||
ChinaCo | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Equity method investment, carrying value | 0 | 0 | 0 | 0 | $ 29 | $ 26 | ||||||
Equity method investment, cost basis | $ 29 | $ 29 | $ 29 | |||||||||
Ownership percentage | 19.70% | 19.70% | 19.70% | 19.70% | 21.60% | |||||||
Other | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Various, carrying value | $ 6 | $ 6 | $ 6 | 1 | ||||||||
Various, cost basis | $ 6 | 6 | 6 | |||||||||
DSQ | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Impairment | $ 6 | $ 6 | ||||||||||
Note receivable | $ 43 | |||||||||||
Note receivable interest rate | 5.77% | |||||||||||
DSQ | WeCap Holdings Partnership | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Ownership percentage | 10% | 10% | 10% | |||||||||
ARK Master Fund | WeCap Holdings Partnership | General and Limited Partner | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Ownership percentage | 2% | 2% | 2% | |||||||||
Upflex | ||||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||||
Purchase price of investment | $ 5 | |||||||||||
Other investment ownership percentage | 6.10% |
Equity Method and Other Inves_4
Equity Method and Other Investments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Equity Method And Other Investments [Line Items] | ||
Credit loss valuation allowance for available-for-sale debt securities | $ 0 | $ 63 |
Unrealized gain (loss) on available-for-sale debt securities | 0 | $ 2 |
ChinaCo | Affiliated Entity | ||
Schedule Of Equity Method And Other Investments [Line Items] | ||
Lease guarantees | 4 | |
Commitment To Fund | ||
Schedule Of Equity Method And Other Investments [Line Items] | ||
Commitment | $ 33 |
Equity Method and Other Inves_5
Equity Method and Other Investments - Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | ||||
Income (loss) from equity method investments | $ (10) | $ 5 | $ (13) | $ (19) |
Equity Method and Other Inves_6
Equity Method and Other Investments - Contributions and Distributions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | ||
Contributions to investments | $ (6) | $ (27) |
Distributions received from investments | $ 65 | $ 3 |
Other Assets - Other Non-curren
Other Assets - Other Non-current Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | ||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | $ 415 | $ 415 | $ 604 | |
Security deposits with landlords | 193 | 193 | 237 | |
Long-term receivable for value added tax | 55 | 55 | 0 | |
Straight-line revenue receivable | 36 | 36 | 40 | |
Other long-term prepaid expenses and other assets | 28 | 28 | 32 | |
Total other assets | [1] | 727 | 727 | 913 |
Deferred financing costs, accumulated amortization | 524 | 524 | 377 | |
Write off of debt issuance costs | 0 | 47 | ||
SoftBank Senior Unsecured Notes Warrant | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | 301 | 301 | 382 | |
2020 LC Facility | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | 105 | 105 | 207 | |
SoftBank Other Debt Payable To SBG | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | 6 | 6 | 7 | |
SoftBank Other Debt Payable To Third Parties | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | $ 3 | $ 3 | $ 8 | |
[1]See Note 21 for disclosure of related party amounts |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Nov. 10, 2022 | Feb. 28, 2022 | Dec. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2022 | Feb. 28, 2023 | Feb. 12, 2023 | May 31, 2022 | May 10, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 27, 2019 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||||||
Outstanding principal balance | $ 1,041,000,000 | $ 1,041,000,000 | |||||||||||
Debt issuance costs | $ 6,000,000 | ||||||||||||
Total warrant liabilities, net | 2,000,000 | 2,000,000 | $ 16,000,000 | ||||||||||
Write off of debt issuance costs | 0 | 47,000,000 | |||||||||||
Fees reimbursed, cumulative | $ 36,000,000 | ||||||||||||
LatamCo | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Joint venture, reimbursement payable waived | $ 7,000,000 | ||||||||||||
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 | ||||||||||||
Total warrant liabilities, net | $ 102,000,000 | ||||||||||||
Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs | 3,000,000 | 3,000,000 | 8,000,000 | ||||||||||
Fee reimbursement liability, maximum | $ 50,000,000 | ||||||||||||
Fee reimbursement liability | 8,000,000 | 8,000,000 | 15,000,000 | ||||||||||
Deferred financing costs, net | $ 20,000,000 | $ 20,000,000 | |||||||||||
Affiliated Entity | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, amortization period | 3 years | ||||||||||||
Affiliated Entity | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, amortization period | 5 years | ||||||||||||
Affiliated Entity | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | ||||||||||||
Availability | $ 1,750,000,000 | ||||||||||||
Debt issuance costs | $ 284,000,000 | ||||||||||||
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 | ||||||||||||
Affiliated Entity | 2020 LC Facility Warrant | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 35,770,699 | ||||||||||||
Senior secured debt | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 1,100,000,000 | ||||||||||||
Senior unsecured notes | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 2,200,000,000 | ||||||||||||
Interest rate | 5% | 5% | 5% | ||||||||||
Outstanding principal balance | $ 2,200,000,000 | $ 2,200,000,000 | 2,200,000,000 | ||||||||||
Implied interest rate | 11.69% | 11.69% | |||||||||||
Debt issuance costs | $ 569,000,000 | ||||||||||||
Term | 5 years | ||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 550,000,000 | ||||||||||||
Interest rate | 5% | ||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,650,000,000 | ||||||||||||
Interest rate | 5% | ||||||||||||
Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 7.875% | 7.875% | |||||||||||
Outstanding principal balance | $ 669,000,000 | $ 669,000,000 | $ 669,000,000 | ||||||||||
Senior Notes | Affiliated Entity | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | 500,000,000 | $ 550,000,000 | |||||||||||
Interest rate | 7.50% | ||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 11% | ||||||||||||
Maximum amount outstanding | $ 500,000,000 | ||||||||||||
Commitment fee | $ 10,000,000 | ||||||||||||
Senior Notes | Affiliated Entity | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum amount outstanding | $ 500,000,000 | ||||||||||||
Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 9.593% | 9.593% | |||||||||||
Outstanding principal balance | $ 350,000,000 | $ 350,000,000 | $ 0 | ||||||||||
Line of Credit | 2020 Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Availability | $ 1,750,000,000 | ||||||||||||
Implied interest rate | 12.47% | 12.47% | |||||||||||
Line of Credit | Senior Letter of Credit Tranche | 2020 Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Availability | $ 1,250,000,000 | ||||||||||||
Line of Credit | Senior Letter of Credit Tranche | 2020 Credit Facility | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Availability | $ 1,050,000,000 | ||||||||||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Availability | $ 350,000,000 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |||
Liabilities held for sale | $ 59 | $ 0 | |
Refunds payable to former members | 47 | 34 | |
Current portion of long-term debt (See Note 14) | 19 | 29 | |
Other current liabilities | 24 | 15 | |
Total other current liabilities | [1] | $ 149 | $ 78 |
[1]See Note 21 for disclosure of related party amounts |
Warrant Liabilities, net (Detai
Warrant Liabilities, net (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities, net | $ 2 | $ 16 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 18 | 18 |
(Gain) loss from change in fair value of warrant liabilities | (12) | (2) |
Less: reclassification to equity | (4) | $ 0 |
Total warrant liabilities, net | $ 2 |
Warrant Liabilities, net - Narr
Warrant Liabilities, net - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Oct. 20, 2021 | Oct. 19, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Related Party Liability [Line Items] | ||||
Total warrant liabilities, net | $ 2 | $ 16 | ||
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, expiration term | 5 years | 5 years | ||
Private Warrants | ||||
Convertible Related Party Liability [Line Items] | ||||
Warrants (in shares) | 7,773,333 | 7,773,333 | ||
Warrants, shares issuable, restriction period | 30 days | |||
Total warrant liabilities, net | $ 2 | |||
Public Warrants | ||||
Convertible Related Party Liability [Line Items] | ||||
Warrants (in shares) | 16,100,000 | 16,100,000 |
Long-Term Debt, Net and Inter_3
Long-Term Debt, Net and Interest Expense (Details) - USD ($) $ in Thousands | May 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Outstanding principal balance | $ 1,041,000 | ||
Less: current portion of Other Loans (See Note 12) | (19,000) | $ (29,000) | |
Long-term debt, net | $ 1,005,000 | 666,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 7.875% | ||
Outstanding principal balance | $ 669,000 | 669,000 | |
Less: unamortized debt issuance costs | (8,000) | (9,000) | |
Long-term debt, net | $ 661,000 | 660,000 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 9.593% | ||
Outstanding principal balance | $ 350,000 | 0 | |
Less: unamortized debt issuance costs | (9,000) | 0 | |
Long-term debt, net | 341,000 | 0 | |
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | SOFR rate | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 0.75% | ||
Basis spread on variable interest rate | 6.50% | ||
Other Loans | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance | 22,000 | 35,000 | |
Less: current portion of Other Loans (See Note 12) | (19,000) | (29,000) | |
Long-term debt, net | $ 3,000 | $ 6,000 | |
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 and Inter_4
Long-Term Debt, Net and Interest Expense - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Interest expense, excluding amortization | $ 66 | $ 64 | $ 189 | $ 180 |
Amortization of debt issuance costs | 50 | 57 | 199 | 159 |
Interest expense | 116 | 121 | 388 | 339 |
Write off of debt issuance costs | 0 | 47 | ||
Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, excluding amortization | 28 | 28 | 84 | 71 |
Amortization of debt issuance costs | 27 | 27 | 81 | 80 |
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest expense, excluding amortization | 22 | 23 | 59 | 62 |
Amortization of debt issuance costs | 20 | 24 | 112 | 71 |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense, excluding amortization | 13 | 13 | 39 | 40 |
Other | ||||
Debt Instrument [Line Items] | ||||
Interest expense, excluding amortization | 3 | 0 | 7 | 7 |
Amortization of debt issuance costs | $ 3 | $ 6 | $ 6 | $ 8 |
Long-Term Debt, Net and Inter_5
Long-Term Debt, Net and Interest Expense - Principal Maturities (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 1 |
2023 | 369 |
2024 | 2 |
2025 | 669 |
2026 | 0 |
2027 and beyond | 0 |
Total minimum payments | $ 1,041 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | $ 50 | $ 611 |
Other investments — available-for-sale convertible notes | 34 | |
Total assets measured at fair value | 50 | 645 |
Total warrant liabilities, net | 2 | 16 |
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | 1 | |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Total liabilities measured at fair value | 5 | 16 |
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 | 50 | 611 |
Other investments — available-for-sale convertible notes | 0 | |
Total assets measured at fair value | 50 | 611 |
Total warrant liabilities, net | 0 | 0 |
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | 0 | |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Total liabilities measured at fair value | 0 | 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 | |
Total assets measured at fair value | 0 | 0 |
Total warrant liabilities, net | 2 | 16 |
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | 0 | |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Total liabilities measured at fair value | 2 | 16 |
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 | |
Total assets measured at fair value | 0 | 34 |
Total warrant liabilities, net | 0 | 0 |
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | 1 | |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Total liabilities measured at fair value | $ 3 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Classified as Level 3 (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 34 | $ 50 |
Purchases | 0 | 15 |
Credit loss valuation allowance included in income (loss) from equity method and other investments | (1) | (19) |
Reclassification of forward contract liability to credit valuation allowance upon funding of commitment | 0 | (9) |
Unrealized (loss) gain on available-for-sale securities included in other comprehensive income | 0 | (2) |
Accrued interest income | 0 | 11 |
Accrued interest collected | (3) | (11) |
Foreign currency translation (losses) gain included in other comprehensive income | 3 | (1) |
Conversion of available-for-sale securities to equity method investment (Note 10) | (33) | $ 0 |
Balance at end of period | $ 0 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Classified as Level 3 (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | $ 0 | $ 427 |
Additions | 6 | 0 |
Settlements | (2) | (720) |
Change in Fair Value | (1) | 346 |
Reclassification to Equity | (53) | |
Balance at End of Period | 3 | $ 0 |
SoftBank Senior Unsecured Notes Warrant | Affiliated Entity | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Stock issued for exercise of warrants (in shares) | 71,541,399 | |
Proceeds from exercise of warrants | $ 1 | |
2020 LC Facility Warrant | Affiliated Entity | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Stock issued for exercise of warrants (in shares) | 35,770,699 | |
Proceeds from exercise of warrants | $ 0.4 | |
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | |
Additions | 3 | |
Settlements | (1) | |
Change in Fair Value | (1) | |
Balance at End of Period | 1 | 0 |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | |
Additions | 2 | |
Settlements | (1) | |
Change in Fair Value | 0 | |
Balance at End of Period | 1 | 0 |
Other liabilities - contingent consideration relating to acquisitions payable in cash | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | |
Additions | 1 | |
Settlements | 0 | |
Change in Fair Value | 0 | |
Balance at End of Period | 1 | 0 |
IndiaCo Forward Contract Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | 0 | 8 |
Additions | 0 | |
Settlements | (9) | |
Change in Fair Value | 1 | |
Reclassification to Equity | 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 | 0 | 279 |
Additions | 0 | |
Settlements | (474) | |
Change in Fair Value | 230 | |
Reclassification to Equity | (35) | |
Balance at End of Period | 0 | |
2020 LC Facility Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at Beginning of Period | $ 0 | 140 |
Additions | 0 | |
Settlements | (237) | |
Change in Fair Value | 115 | |
Reclassification to Equity | (18) | |
Balance at End of Period | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value | $ 1 | $ (346) | ||||
Gain (loss) from change in fair value of warrant liabilities: | [1] | $ 0 | $ 7 | 10 | $ (343) | |
Fair Value, Inputs, Level 2 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | 0 | 10 | 0 | ||
Fair Value, Inputs, Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (343) | ||||
Fair Value, Inputs, Level 3 | Selling, general and administrative expenses | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value | (1) | 0 | (1) | 0 | ||
Fair Value, Inputs, Level 3 | Income (loss) from equity method and other investments | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value | 0 | 0 | 0 | (1) | ||
Fair Value, Inputs, Level 3 | SoftBank Senior Unsecured Notes Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | 5 | 0 | (229) | ||
Fair Value, Inputs, Level 3 | 2020 LC Facility Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) from change in fair value of warrant liabilities: | $ 0 | $ 2 | $ 0 | $ (114) | ||
[1]See Note 21 for disclosure of related party amounts. |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Techniques and Significant Unobservable Inputs (Details) $ in Millions | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other current liabilities - contingent consideration relating to acquisitions | $ 2 | |
Other liabilities - contingent consideration relating to acquisitions | $ 1 | |
Other investments — available-for-sale convertible notes | $ 34 | |
Probability weighted cash flow | Probability adjustment | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other current liabilities - contingent consideration relating to acquisitions, measurement input | 1 | |
Other liabilities - contingent consideration relating to acquisitions, measurement input | 1 | |
Discounted cash flow | Price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments - available-for-sale convertible notes, measurement input | $ / shares | 2.22 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments — available-for-sale convertible notes | $ 34 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets held for sale | $ 37 | $ 37 | $ 37 | $ 0 |
Liabilities held for sale | 59 | 59 | 59 | 0 |
Property and equipment, net | 4,655 | 4,655 | 4,655 | $ 5,374 |
Debt, fair value | 468 | 468 | 468 | |
DSQ | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment | 6 | 6 | ||
Investments held by WeCap Holdings Partnership | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Consideration from sale | 46 | |||
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived assets | 0 | 0 | 0 | |
Impairment loss | 85 | 168 | ||
Impairment of right-of-use assets and property and equipment | 12 | 56 | ||
Property and equipment, net | $ 607 | $ 607 | $ 607 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Detail of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenue from Contract with Customer [Abstract] | |||||
ASC 606 membership and service revenue | $ 610,000 | $ 411,000 | $ 1,693,000 | $ 1,112,000 | |
ASC 842 rental and service revenue | 205,000 | 216,000 | 670,000 | 659,000 | |
Total membership and service revenue | 815,000 | 627,000 | 2,363,000 | 1,771,000 | |
Other revenue | 2,000 | 34,000 | 34,000 | 81,000 | |
Total revenue | [1] | 817,000 | 661,000 | 2,397,000 | 1,852,000 |
Cost of goods sold | $ 2,000 | $ 29,000 | $ 17,000 | $ 61,000 | |
[1]See Note 21 for disclosure of related party amounts. |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue recognized | $ 24 | $ 36 | ||||
Remaining performance obligations | $ 1,000 | 1,000 | ||||
Committed revenue backlog | $ 3,000 | $ 3,000 | $ 3,000 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Remaining performance obligation, percentage (more than) | 50% | 50% | ||||
Remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months | ||||
424 Fifth Venture | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Escrow deposit | $ 200 | |||||
Reimbursement income | $ 1 | $ 30 | $ 20 | $ 53 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Deferred Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in Accounts receivable and accrued revenue, net) | $ 1 | $ 28 |
Contract assets (included in Other current assets) | 11 | 10 |
Contract assets (included in Other assets) | 18 | 14 |
Deferred revenue | $ (52) | $ (42) |
Revenue Recognition - Prepaid M
Revenue Recognition - Prepaid Member Referral Fees and Deferred Sale Incentive Compensation (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Prepaid expenses | $ 52 | $ 52 |
Other assets | $ 23 | $ 23 |
Revenue Recognition - Amortizat
Revenue Recognition - Amortization of Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Amortization of capitalized costs to obtain a contract with a customer | $ 23 | $ 18 | $ 66 | $ 46 |
Revenue Recognition - Allowance
Revenue Recognition - Allowance For Credit Loss (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 63 | $ 108 | $ 108 | |
Provision charged to expense | 2 | $ 20 | 15 | |
Write-offs | (15) | (43) | ||
Changes for member collectability uncertainty | (30) | (16) | ||
Effect of foreign currency exchange rate changes | (3) | (1) | ||
Balance at end of period | $ 17 | $ 63 | $ 17 | |
Revenue not recognized, COVID-19 | $ 6 |
Revenue Recognition - Future Mi
Revenue Recognition - Future Minimum Lease Cash Flows (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2022 | $ 218 |
2023 | 609 |
2024 | 328 |
2025 | 162 |
2026 | 69 |
2027 and beyond | 91 |
Total | $ 1,477 |
Leasing Arrangements - Operatin
Leasing Arrangements - Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Lease cost contractually paid or payable for the period | $ 651,000 | $ 666,000 | $ 1,988,000 | $ 2,130,000 |
Non-cash GAAP straight-line lease cost | 36,000 | 98,000 | 132,000 | 257,000 |
Amortization of lease incentives | (71,000) | (79,000) | (220,000) | (243,000) |
Total real estate operating lease cost | 616,000 | 685,000 | 1,900,000 | 2,144,000 |
Early termination fees and related (gain)/loss | (60,000) | (31,000) | (264,000) | (211,000) |
Location operating expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease cost contractually paid or payable for the period | 613,000 | 608,000 | 1,860,000 | 1,908,000 |
Non-cash GAAP straight-line lease cost | 29,000 | 68,000 | 89,000 | 199,000 |
Amortization of lease incentives | (67,000) | (69,000) | (203,000) | (211,000) |
Total real estate operating lease cost | 575,000 | 607,000 | 1,746,000 | 1,896,000 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 | 0 |
Pre-opening Location Expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease cost contractually paid or payable for the period | 19,000 | 18,000 | 80,000 | 74,000 |
Non-cash GAAP straight-line lease cost | 5,000 | 26,000 | 35,000 | 52,000 |
Amortization of lease incentives | (3,000) | (5,000) | (13,000) | (15,000) |
Total real estate operating lease cost | 21,000 | 39,000 | 102,000 | 111,000 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease cost contractually paid or payable for the period | 4,000 | 10,000 | 12,000 | 30,000 |
Non-cash GAAP straight-line lease cost | 1,000 | 0 | 1,000 | 1,000 |
Amortization of lease incentives | 0 | (1,000) | (1,000) | (2,000) |
Total real estate operating lease cost | 5,000 | 9,000 | 12,000 | 29,000 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 | 0 |
Restructuring and other related (gains) costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease cost contractually paid or payable for the period | 15,000 | 30,000 | 36,000 | 118,000 |
Non-cash GAAP straight-line lease cost | 1,000 | 4,000 | 7,000 | 5,000 |
Amortization of lease incentives | (1,000) | (4,000) | (3,000) | (15,000) |
Total real estate operating lease cost | 15,000 | 30,000 | 40,000 | 108,000 |
Early termination fees and related (gain)/loss | $ (60,000) | $ (31,000) | $ (264,000) | $ (211,000) |
Leasing Arrangements - Operat_2
Leasing Arrangements - Operating Lease Costs - Fixed and Variable (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Fixed real estate lease costs | $ 510 | $ 567 | $ 1,574 | $ 1,773 |
Fixed equipment and other lease costs | 0 | 0 | 0 | 1 |
Total fixed lease costs | 510 | 567 | 1,574 | 1,774 |
Variable real estate lease costs | 105 | 118 | 326 | 371 |
Variable equipment and other lease costs | 1 | 2 | 3 | 3 |
Total variable lease costs | 106 | 120 | 329 | 374 |
Location operating expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed real estate lease costs | 479 | 497 | 1,442 | 1,555 |
Fixed equipment and other lease costs | 0 | 0 | 0 | 1 |
Total fixed lease costs | 479 | 497 | 1,442 | 1,556 |
Variable real estate lease costs | 95 | 110 | 304 | 341 |
Variable equipment and other lease costs | 1 | 1 | 3 | 2 |
Total variable lease costs | 96 | 111 | 307 | 343 |
Pre-opening Location Expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed real estate lease costs | 18 | 35 | 89 | 96 |
Fixed equipment and other lease costs | 0 | 0 | 0 | 0 |
Total fixed lease costs | 18 | 35 | 89 | 96 |
Variable real estate lease costs | 3 | 4 | 13 | 15 |
Variable equipment and other lease costs | 0 | 0 | 0 | 0 |
Total variable lease costs | 3 | 4 | 13 | 15 |
Selling, general and administrative expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed real estate lease costs | 4 | 8 | 11 | 26 |
Fixed equipment and other lease costs | 0 | 0 | 0 | 0 |
Total fixed lease costs | 4 | 8 | 11 | 26 |
Variable real estate lease costs | 1 | 1 | 1 | 3 |
Variable equipment and other lease costs | 0 | 0 | 0 | 0 |
Total variable lease costs | 1 | 1 | 1 | 3 |
Restructuring and other related (gains) costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed real estate lease costs | 9 | 27 | 32 | 96 |
Fixed equipment and other lease costs | 0 | 0 | 0 | 0 |
Total fixed lease costs | 9 | 27 | 32 | 96 |
Variable real estate lease costs | 6 | 3 | 8 | 12 |
Variable equipment and other lease costs | 0 | 1 | 0 | 1 |
Total variable lease costs | $ 6 | $ 4 | $ 8 | $ 13 |
Leasing Arrangements - Finance
Leasing Arrangements - Finance Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Depreciation and amortization | $ 0 | $ 1 | $ 2 | $ 4 |
Interest expense | 2 | 1 | 4 | 3 |
Total | $ 2 | $ 2 | $ 6 | $ 7 |
Leasing Arrangements - Assets a
Leasing Arrangements - Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | |||
Operating lease right-of-use assets | $ 11,257 | $ 13,052 | |
Finance lease right-of-use assets, location | Property and equipment, net | Property and equipment, net | |
Finance lease right-of-use assets | $ 45 | $ 47 | |
Total leased assets | 11,302 | 13,099 | |
Current liabilities | |||
Operating lease liabilities | $ 887 | $ 888 | |
Operating lease liabilities location | Total current liabilities | Total current liabilities | |
Finance lease liabilities | $ 5 | $ 5 | |
Finance lease liabilities location | Total current liabilities | Total current liabilities | |
Total current liabilities | [1] | $ 892 | $ 893 |
Non-current liabilities | |||
Operating lease obligations | $ 15,535 | $ 17,888 | |
Operating lease obligations location | Total non-current liabilities | Total non-current liabilities | |
Finance lease obligations | $ 34 | $ 38 | |
Finance lease obligations location | Total non-current liabilities | Total non-current liabilities | |
Total non-current liabilities | [1] | $ 15,569 | $ 17,926 |
Total lease obligations | 16,461 | 18,819 | |
Finance lease right-of-use assets, accumulated amortization | $ 24 | $ 22 | |
[1]See Note 21 for disclosure of related party amounts |
Leasing Arrangements - Weighted
Leasing Arrangements - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating lease | 12 years | 12 years |
Weighted average remaining lease term, finance lease | 9 years | 9 years |
Weighted average discount rate percentage, operating lease | 9% | 8.70% |
Weighted average discount rate percentage, finance lease | 7.40% | 7.50% |
Leasing Arrangements - Annual L
Leasing Arrangements - Annual Lease Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Finance Leases | |||
Remainder of 2022 | $ 2 | ||
2023 | 8 | ||
2024 | 7 | ||
2025 | 7 | ||
2026 | 7 | ||
2027 and beyond | 26 | ||
Total undiscounted fixed minimum lease cost payments | 57 | ||
Less amount representing lease incentive receivables | 0 | ||
Less: Amount representing interest | (18) | ||
Present value of future lease payments | 39 | ||
Less: Obligations classified as held for sale | 0 | ||
Less: Current portion of lease obligation | (5) | $ (5) | |
Total long-term lease obligation | 34 | 38 | |
Operating Leases | |||
Remainder of 2022 | 600 | ||
2023 | 2,247 | ||
2024 | 2,306 | ||
2025 | 2,330 | ||
2026 | 2,354 | ||
2027 and beyond | 17,518 | ||
Total undiscounted fixed minimum lease cost payments | 27,355 | ||
Less amount representing lease incentive receivables | (223) | ||
Less: Amount representing interest | (10,663) | ||
Present value of future lease payments | 16,469 | ||
Less: Obligations classified as held for sale | (47) | ||
Less: Current portion of lease obligation | (887) | (888) | |
Total long-term lease obligation | 15,535 | 17,888 | |
Total | |||
Remainder of 2022 | 602 | ||
2023 | 2,255 | ||
2024 | 2,313 | ||
2025 | 2,337 | ||
2026 | 2,361 | ||
2027 | 17,544 | ||
Total undiscounted fixed minimum lease cost payments | 27,412 | ||
Less amount representing lease incentive receivables | (223) | ||
Less: Amount representing interest | (10,681) | ||
Total lease obligations | 16,508 | ||
Less: Obligations classified as held for sale | (47) | ||
Less: Current portion of lease obligation | [1] | (892) | (893) |
Total non-current liabilities | [1] | $ 15,569 | $ 17,926 |
[1]See Note 21 for disclosure of related party amounts |
Leasing Arrangements - Narrativ
Leasing Arrangements - Narrative (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Future minimum lease cost payments for leases not yet taken possession | $ 505 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 13,000 | $ 4,000 | $ 39,000 | $ 164,000 |
Non-employee contractors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | (2,000) |
Location operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,000 | 1,000 | 5,000 | 10,000 |
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 12,000 | 3,000 | 34,000 | 52,000 |
Restructuring and other related (gains) costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 102,000 |
Service-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 10,000 | 0 | 28,000 | 1,000 |
Service-based vesting stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,000 | 2,000 | 6,000 | 10,000 |
Stock-based compensation expense capitalized | 0 | 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 | 0 | 0 | 0 | (2,000) |
Expense recovery, forfeited awards | 2,000 | |||
Service, performance and market-based vesting restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,000 | 1,000 | 5,000 | 1,000 |
Expense recovery, fair value adjustments | 1,000 | 1,000 | ||
Service, performance and market-based vesting stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 1,000 |
WeWork Partnerships Profits Interest Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 102,000 |
2021 Tender Offer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 48,000 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expense recovery, forfeited awards | 1,000 | 5,000 | ||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expense recovery, forfeited awards | 1,000 | |||
2020 Option Repricing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 1,000 | $ 0 | $ 1,000 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Warrants included in weighted-average common shares outstanding calculation | 55,979,056 | 56,013,583 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributed to WeWork Inc. | $ (568,000) | $ (802,000) | $ (1,580,000) | $ (3,724,000) |
Net loss attributable to Class A and Class B Common Stockholders, basic | (568,000) | (802,000) | (1,580,000) | (3,724,000) |
Net loss attributable to Class A and Class B Common Stockholders, diluted | $ (568,000) | $ (802,000) | $ (1,580,000) | $ (3,724,000) |
Denominator: | ||||
Weighted-average shares - Basic (in shares) | 762,385,436 | 145,995,136 | 761,219,635 | 144,376,771 |
Weighted-average shares - Diluted (in shares) | 762,385,436 | 145,995,136 | 761,219,635 | 144,376,771 |
Net loss per share attributable to Class A and Class B Common Stockholders: | ||||
Basic (in usd per share) | $ (0.75) | $ (5.50) | $ (2.08) | $ (25.79) |
Diluted (in usd per share) | $ (0.75) | $ (5.50) | $ (2.08) | $ (25.79) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 23,877,777 | 5,268,762 | ||
Partnership Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 19,896,032 | 0 | ||
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 16,122,122 | 12,057,689 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 13,843,806 | 30,369,929 | ||
Contingent shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 514,529 | 0 | ||
WeWork Partnerships Profits Interest Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 42,057 | 19,938,092 | ||
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 | 412,283,099 | ||
Convertible Preferred Stock Series Junior | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 0 | 1,239 | ||
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 0 | 468,394 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
May 10, 2022 USD ($) | Dec. 27, 2019 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | May 31, 2021 USD ($) | Feb. 28, 2020 USD ($) | Sep. 30, 2022 USD ($) claim | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) claim | Sep. 30, 2021 USD ($) | Feb. 28, 2023 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | May 31, 2019 USD ($) | Nov. 30, 2017 USD ($) | Nov. 30, 2015 USD ($) | |
Other Commitments [Line Items] | |||||||||||||||||
Write off of debt issuance costs | $ 0 | $ 47,000,000 | |||||||||||||||
Interest expense | 116,000,000 | $ 121,000,000 | 388,000,000 | $ 339,000,000 | |||||||||||||
Related party warrant liability | $ 284,000,000 | ||||||||||||||||
Outstanding principal balance | 1,041,000,000 | 1,041,000,000 | |||||||||||||||
Debt issuance costs | $ 6,000,000 | ||||||||||||||||
Amortization of debt issuance costs | 50,000,000 | 57,000,000 | 199,000,000 | 159,000,000 | |||||||||||||
Construction purchase commitments | $ 59,000,000 | $ 62,000,000 | $ 62,000,000 | ||||||||||||||
Pending claims | claim | 2 | 2 | |||||||||||||||
Asset retirement obligations | 220,000,000 | $ 211,000,000 | $ 211,000,000 | $ 206,000,000 | |||||||||||||
Line of Credit | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Interest rate | 9.593% | 9.593% | |||||||||||||||
Outstanding principal balance | 0 | $ 350,000,000 | $ 350,000,000 | ||||||||||||||
Debt issuance costs, net | 0 | 9,000,000 | 9,000,000 | ||||||||||||||
Amortization of debt issuance costs | $ 20,000,000 | 24,000,000 | $ 112,000,000 | 71,000,000 | |||||||||||||
Senior Notes | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Interest rate | 7.875% | 7.875% | |||||||||||||||
Outstanding principal balance | 669,000,000 | $ 669,000,000 | $ 669,000,000 | ||||||||||||||
Debt issuance costs, net | 9,000,000 | 8,000,000 | 8,000,000 | ||||||||||||||
2019 Credit Facility | Line of Credit | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Availability | $ 650,000,000 | ||||||||||||||||
Write off of debt issuance costs | $ 5,000,000 | ||||||||||||||||
2019 Credit Facility | Line of Credit | Lease Agreements | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Letters of credit outstanding | 8,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||
Restricted cash | $ 11,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||
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 | $ 1,100,000,000 | $ 1,100,000,000 | |||||||||||||||
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 | Letter of Credit | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Remaining availability | $ 200,000,000 | $ 200,000,000 | |||||||||||||||
2020 Credit Facility | Line of Credit | Letters Of Credit Securing 2019 LC Facility | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Letters of credit outstanding | $ 6,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
2020 Credit Facility | Line of Credit | Senior Letter of Credit Tranche | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Availability | $ 1,250,000,000 | ||||||||||||||||
2020 Credit Facility | Line of Credit | Senior Letter of Credit Tranche | Forecast | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Availability | $ 1,050,000,000 | ||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Availability | $ 350,000,000 | ||||||||||||||||
Interest expense | 8,000,000 | 0 | 12,000,000 | 0 | |||||||||||||
Minimum return to participants, applicable margin rate | 6.50% | ||||||||||||||||
Minimum return to participants, percent of principal | 2% | ||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | SOFR rate | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 6.50% | ||||||||||||||||
Floor interest rate | 0.75% | ||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | Alternate Base Rate | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 5.50% | ||||||||||||||||
Company/SBG Reimbursement Agreement | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Interest expense | 14,000,000 | 24,000,000 | 47,000,000 | 62,000,000 | |||||||||||||
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 | 500,000 | 500,000 | 500,000 | ||||||||||||||
Debt issuance costs, net | $ 200,000 | 400,000 | 400,000 | ||||||||||||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 220 | $ 206 |
Liabilities incurred in the current period | 20 | 10 |
Liabilities settled in the current period | (8) | (19) |
Accretion of liability | 12 | 17 |
Revisions in estimated cash flows | 0 | 20 |
Effect of foreign currency exchange rate changes | (33) | (14) |
Balance at end of period | 211 | 220 |
Less: Current portion of asset retirement obligations | (6) | (1) |
Total non-current portion of asset retirement obligations | $ 205 | $ 219 |
Other Related Party Transacti_3
Other Related Party Transactions - Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Accounts receivable and accrued revenue | $ 2 | $ 0 |
Prepaid expenses | 1 | 1 |
Other current assets | 0 | 2 |
Total current assets | 3 | 3 |
Other assets | 412 | 596 |
Total assets | 415 | 599 |
Current liabilities: | ||
Accounts payable and accrued expenses | 58 | 94 |
Deferred revenue | 3 | 5 |
Current lease obligations | 14 | 18 |
Total current liabilities | 75 | 117 |
Long-term lease obligations | 274 | 525 |
Unsecured Notes | 1,650 | 1,650 |
Total liabilities | $ 1,999 | $ 2,292 |
Other Related Party Transacti_4
Other Related Party Transactions - Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Revenue | $ 16 | $ 28 | $ 47 | $ 116 |
Expenses: | ||||
Total expenses | 13 | 21 | 48 | 59 |
Interest expense | (84) | (104) | (307) | (288) |
Gain (loss) from change in fair value of warrant liabilities | $ 0 | $ 7 | $ 0 | $ (343) |
Other Related Party Transacti_5
Other Related Party Transactions - Sound Ventures (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2021 USD ($) | |
Sound Ventures II, LLC | |
Related Party Transaction [Line Items] | |
Ownership percentage sold | 5.70% |
Capital committed | $ 8 |
Purchase price | 6 |
Capital commitments assumed by buyer | $ 2 |
Creator Fund | |
Related Party Transaction [Line Items] | |
Percent of profits on sale of underlying portfolio investments above threshold | 20% |
Underlying portfolio investments threshold | $ 102 |
Other Related Party Transacti_6
Other Related Party Transactions - International Joint Ventures and Strategic Partnerships (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 02, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||
Revenue | $ 16,000 | $ 28,000 | $ 47,000 | $ 116,000 | ||
IndiaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 27.50% | 27.50% | ||||
IndiaCo | 2020 Debentures | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of notes receivable to investment (in shares) | 12,397,510 | |||||
IndiaCo | Other Convertible Debentures | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of notes receivable to investment (in shares) | 3,375,000 | |||||
IndiaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Management fee income | $ 3,000 | 1,000 | $ 6,000 | 5,000 | ||
Affiliated Entity | ChinaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Transition services fees | $ 2,000 | |||||
Transition services reimbursement | $ 1,000 | |||||
Annual management fee percent | 4% | |||||
Information technology services | $ 1,000 | |||||
Lease guarantees | 4,000 | $ 4,000 | ||||
Lease guaranty fee | 100 | |||||
Revenue | $ 20 | $ 50 | $ 50 | $ 1,550 |
Other Related Party Transacti_7
Other Related Party Transactions - Tender Offer and Settlement Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 15, 2021 USD ($) $ / shares | Feb. 26, 2021 vote | Feb. 25, 2021 USD ($) vote $ / shares shares | Feb. 28, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Oct. 21, 2021 $ / shares | |
Related Party Transaction [Line Items] | ||||||||||||
Restructuring and other related (gains) costs | $ (34,000) | $ 16,000 | $ (190,000) | $ 482,000 | $ 434,000 | |||||||
Percent of combined voting power | 49.90% | |||||||||||
Class C common stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, number of votes per share | vote | 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 | |||||||||||
SBG | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments for settlement | $ 106,000 | |||||||||||
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 (gains) costs | $ 428,000 | |||||||||||
Share based compensation, award modification | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Restructuring and other related (gains) costs | $ 102,000 | |||||||||||
Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds | $ 922,000 | |||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||
Stock issuance costs | $ 48,000 | |||||||||||
Affiliated Entity | We Holdings, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds | $ 578,000 | |||||||||||
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 | 1,720,950 | ||||||||||
Distribution threshold (in usd per share) | $ / shares | $ 10.38 |
Other Related Party Transacti_8
Other Related Party Transactions - Real Estate Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Lease cost expense | $ 616,000 | $ 685,000 | $ 1,900,000 | $ 2,144,000 | |
Interest expense, finance lease | 2,000 | 1,000 | 4,000 | 3,000 | |
Future minimum lease cost, finance lease | 57,000 | 57,000 | |||
Future minimum lease cost, operating lease | 27,355,000 | 27,355,000 | |||
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Lease termination, release of unpaid tenant improvement allowances held in escrow | $ 600 | ||||
Lease cost expense | 0 | 2,000 | 1,000 | 7,000 | |
Contractual obligation | 0 | 2,000 | 1,000 | 7,000 | |
Interest expense, finance lease | 0 | 0 | 1,000 | 1,000 | |
Finance lease, contractual obligation | 1,000 | 0 | 2,000 | 2,000 | |
Future minimum lease cost, finance lease | 11,000 | 11,000 | |||
Tenant lease receivable | 0 | 0 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Lease cost expense | 12,000 | 15,000 | 43,000 | 38,000 | |
Contractual obligation | 11,000 | 11,000 | 32,000 | 40,000 | |
Tenant incentives received | 0 | $ 2,000 | 5,000 | $ 4,000 | |
Future minimum lease cost, operating lease | 0 | 0 | |||
Tenant lease receivable | $ 8,000 | $ 8,000 |
Other Related Party Transacti_9
Other Related Party Transactions - Membership and Service Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Revenue | $ 16,000 | $ 28,000 | $ 47,000 | $ 116,000 | ||||
Total expenses | 13,000 | 21,000 | 48,000 | 59,000 | ||||
LatamCo | ||||||||
Related Party Transaction [Line Items] | ||||||||
Joint venture, reimbursement payable waived | $ 7,000 | |||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fee reimbursement liability, maximum | $ 50,000 | |||||||
Fee reimbursement liability | 8,000 | 8,000 | $ 15,000 | |||||
Affiliated Entity | SBG | Membership and Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue | 9,000 | 23,000 | 30,000 | 92,000 | ||||
Total expenses | 1,000 | 4,000 | 4,000 | 14,000 | ||||
Affiliated Entity | SBG | Membership and Service Agreements | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue | $ 3,000 | |||||||
Other Affiliates | Membership and Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue | $ 3,000 | $ 4,000 | $ 10,000 | $ 10,000 |
Segment Disclosures and Conce_3
Segment Disclosures and Concentration - Revenues and Property and Equipment by Country (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | ||
Segment Reporting [Abstract] | ||||||
Number of operating segments | segment | 1 | |||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | [1] | $ 817,000 | $ 661,000 | $ 2,397,000 | $ 1,852,000 | |
Total property and equipment | 6,935,000 | 6,935,000 | $ 7,425,000 | |||
United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 360,000 | 306,000 | 1,058,000 | 813,000 | ||
Total property and equipment | 3,939,000 | 3,939,000 | 4,036,000 | |||
United Kingdom | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 123,000 | 92,000 | 367,000 | 247,000 | ||
Total property and equipment | 728,000 | 728,000 | 877,000 | |||
Japan | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 47,000 | 50,000 | 147,000 | 163,000 | ||
Total property and equipment | 380,000 | 380,000 | 487,000 | |||
Other foreign countries | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 287,000 | $ 213,000 | 825,000 | $ 629,000 | ||
Total property and equipment | $ 1,888,000 | $ 1,888,000 | $ 2,025,000 | |||
[1]See Note 21 for disclosure of related party amounts. |
Segment Disclosures and Conce_4
Segment Disclosures and Concentration - Concentrations (Details) - Geographic concentration risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | United States | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 44% | 46% | 44% | 44% |
Revenues | United Kingdom | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 15% | 14% | 15% | 13% |
Revenues | London | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 87% | |||
Property and equipment | London | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 89% |