Uber Accepted Manuscript
Uber Accepted Manuscript
Uber Accepted Manuscript
Published in:
International Journal of Teaching and Case Studies
DOI:
10.1504/IJTCS.2020.10031921
Publication date:
2020
Document Version
Peer reviewed version
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Renzo Cordina*
Accounting & Finance
School of Business,
University of Dundee
1-3 Perth Road Dundee DD1 4HN
Email: [email protected]
*Corresponding author
Jingjian Feng
Accounting & Finance
c/o School of Business,
University of Dundee
1-3 Perth Road Dundee DD1 4HN
Email: [email protected]
Gwen Hannah
Accounting & Finance
School of Business,
University of Dundee
1-3 Perth Road Dundee DD1 4HN
Email: [email protected]
David M Power
Accounting & Finance
School of Business,
University of Dundee
1-3 Perth Road Dundee DD1 4HN
Email: [email protected]
Abstract
This case looks at the initial public offering (IPO) of 180m shares in Uber Technologies Inc.
on May 9th 2019. It considers why the company was seeking to list its shares on the New York
Stock Exchange (NYSE) at this time and the possible issue price for these shares using
valuation multiples from a competitor (Lyft Inc.) that was already listed. The difficulties
associated with valuing Uber’s IPO are examined by considering the legal, regulatory, staffing
and other problems which affected the company at this time. This case considers whether Uber
had the characteristics of an unsuccessful IPO. The main purpose of this case is to highlight
how the first-day returns for the IPO performed poorly relative to findings from the literature
about past IPOs. Finally, the case considers possible explanations for the poor first-day returns.
1
Biographical notes:
Renzo Cordina is a lecturer in Accounting & Finance at the University of Dundee. His research
interests include venture capital investment and performance measurement particularly in the
context of sports/tourism. He has published in the British Accounting Review, R&D
Management and the International Journal of Contemporary Hospitality Management.
Jingjian Feng has a background in private equity within China and is a Finance graduate of
the University of Dundee.
Gwen Hannah is a member of the Chartered Institute of Bankers in Scotland and a lecturer at
the University of Dundee. Her research interests include Public Sector Accountability, Not-
for-profit organisations' reporting, emerging markets, International Financial Reporting
Standards. She has published articles in: Accounting, Auditing & Accountability Journal;
Accounting Education: an International Journal; and the Journal of Emerging Market
Finance.
David Power is professor of business finance at the University of Dundee. His research
interests include capital markets, financial accounting and market efficiency. He has
published widely in many journals including the British Accounting Review, Accounting
Forum, Quantitative Research in Accounting & Finance, Accounting History.
2
Background
Uber Technologies Inc., (Uber) a multinational company with headquarters in the United
States, was established in 2009 as “Uber Cab” (see Table 1). Uber is probably best known for
its ride-sharing product which connects taxi drivers with potential customers, at the “fairest
price possible” in more than 700 cities in 84 countries (Thelen, 2018). One of the main benefits
is that foreign customers who may not be familiar with local languages and customs are able
to use this service with the same mobile application that they would use in their home country.
Over time, Uber has expanded its services beyond the taxi business:
“What began as a ‘tap a button and get a ride’ has become something much more profound:
ridesharing and car-pooling; meal delivery [Uber Eats] and freight [Uber Freight]; electric
bikes and scooters and self-driving cars and urban aviation” (Uber Technologies Inc., 2019).
Despite this diversification into many new areas, the financial statements of Uber reveal that
the ridesharing segment accounted for more than 80% of the revenue in 2018.
As highlighted in Uber’s IPO prospectus, the company has grown rapidly since its launch in
2009; this growth reflects an increasing demand for its services internationally. Over the past
three years, gross bookings more than doubled from $19 billion in 2016, to over $40 billion in
2018. In order to expand its market share and achieve such growth, Uber has acquired a number
of other related businesses both in the USA and overseas. For example, in 2018, Uber acquired
JUMP Bikes for $200 million to integrate dockless e-bikes into their business; in 2019, Uber
acquired Careem for $3.1 billion, the leading provider of ride sharing, meal delivery and
payment services across the Middle East, North Africa, Pakistan and Turkey. Not all of Uber’s
acquisitions have been successful, however. For example, because of local competition and an
unfamiliarity with local customs, Uber sold its businesses in parts of Asia and Eastern Europe
to local players in return for an equity stake in the local players’ companies (e.g. Didi in China;
Grab in South East Asia and Yandex Taxi in Russia) (Uber Prospectus, p. 65, 2019). In
addition, Mr Travis Kalanick, Uber’s founder and “avatar of [the company’s] aggressive
approach to growth, competition and regulation” was “ousted” by investors as CEO in 2017
after concerns about the fast pace of change within the organisation; he was replaced by Dara
Khosrowshahi although he remained as a director (Bond and Bradshaw, 2019) 1.
In the months prior to the IPO, Uber had several fallouts with the regulators in various countries
(see Table 2) (Thelen, 2018). For example, regulatory authorities successfully challenged
Uber’s anti-competitive practices in a number of countries 2. In addition, Uber faced several
legal challenges in connection with its employment practices; for example Uber v Islam (2018),
1
Newspaper articles highlighted tension between Dara Khosrowshahi and Travis Kalanick, for example at his
job interview with Uber’s board in 2017 Dara Khosrowshahi stated that “There can be only one CEO at a time”
(Bond and Bradshaw, 2019). Not long into his position of CEO, Dara Khosrowshahi implicitly criticised his
predecessor by apologising for Uber’s previous poor management; he promised to change Uber’s management
practices. Around this time, Mr Kalanick “who initially said he wanted to stay involved in strategy and decision
making, exercised his right to fill two board seats” (Bond & Bradshaw, 2019).
2
For example, in Singapore the competition regulator fined Uber $4.8m in connection with breaches of anti-
competition regulations (Russell, 2018); Uber Bulgaria €50,000 was investigated and fined for unfair trading
practices (Henley, 2017). In Canada, Uber had to suspend its operations in Quebec following new requirements
about driver checks as well as training in addition to what the company called the “most restrictive and severe
regulations imposed on [them]” (Henley, 2017).
3
which forced Uber to pay its UK drivers the minimum wage and holiday pay (Fredman & Du
Toit, 2019). Uber’s passenger safety has also been the subject of considerable media attention,
culminating with the loss of its licence to operate in London in September 20173. Uber has
also had to pull out of a number of countries (e.g. Denmark) where the demands of regulators
for technology related checks on cars could not be satisfied.
Despite all of these issues, the Uber IPO still proceeded and was expected to raise $100 billion
worth of funding.
3
Transport for London subsequently granted Uber a 15-month extension to its licence (which was subsequently
extended by two months). In November 2019, Transport for London decided not to extend Uber’s licence after it
was revealed that several drivers have used a fake identity to secure employment with Uber; thus Uber’s checks
on its drivers were deemed inadequate (Bradshaw, 2019).
4
According to the filing in advance of the share listing, Uber’s shares before its IPO were held primarily by
the SoftBank Vision Fund which owned 16.3 percent of the shares, Benchmark (11 percent), Uber co-
founder Garrett Camp’s startup studio Expa (6 percent), Saudi Arabia’s Public Investment Fund (5.3 percent)
and Alphabet (5.2 percent).
4
profitability ratios or metrics which would have enabled such forecasts to have been made
(Wallace, 2019)5.
As a result, the underwriters decided to price the IPO at the bottom end of the range at $45 per
share when the shares were listed on May 9th 2019. This valued Uber at $82 billion on the day
of the IPO. On that day, Uber issued 180 million common stock on the NYSE. Shares in Uber
commenced trading at $42 and by the end of the day, their closing price as $41.57 – a drop of
about 7.6%. This means that, at the close of the first day’s share trading, Uber’s market value
was only about $75bn.
5
For example. Wallace (2019) argues that data such as “How many drivers have there been over time?
Undisclosed. … What was the breakdown between passenger rides and restaurant delivers? Undisclosed …
What’s maddening is that we see evidence of relevant metrics embedded like shrapnel throughout … Uber’s filing
… but the data are not complete or comparable”.
6
Over the long run however, results from academic studied indicate that IPO shares subsequently underperform
for the next 36-month period. For example Jenkinson & Ljungqvist (1996) find that for that a group of 21 studies
from 14 countries, IPO shares underperformed in 17 instances after the first day of trading sometimes by as much
as 51% (Lee et al., 1994).
5
without a track record as a listed entity (Rock, 1986; Beatty and Ritter, 1986; Megginson and
Weiss, 1991). Second, Ruud (1991) suggests that companies sell IPO shares at a discount in
order to avoid law suits from new investors who might suffer a capital loss on the first day of
trading. He argues that managers of IPO firms want to guarantee the success of the initial share
issue so that any subsequent equity offering will be oversubscribed; underwriters often support
managers who issue shares at a discount since they do not want to be left owning shares which
have not been purchased during the IPO. Third, Welch (1992) has proposed that underpricing
may arise as a result of a ‘bandwagon effect’ - if an investment bank initially sells IPO shares
at a low price to sophisticated investors, other less sophisticated investors will subsequently
buy the shares once trading commences following the listing causing the price to rise. Other
explanations by Liu and Ritter (2010) suggest that the low IPO prices may be aimed at
increasing the wealth of certain investment bank clients who may generate additional business
for the bank in the future.
Whatever the explanation, the literature consistently documents that IPO shares typically earn
investors a positive return on the first day of trading; this empirical regularity has been dubbed
an “IPO underpricing puzzle” (Ruud, 1993) since it is inconsistent with the weak form of the
EMH and suggests that owners who have worked hard to build up their company give away a
proportion of it to new investors (via IPO underpricing) for free.
6
2019). This study documented that the five key factors which determined whether an IPO could
be unsuccessful were: the sector in which the company operated (with healthcare companies
performing the worst of any US industry); firm age with older companies which have
historically “waited too long to enter the public markets” performing badly; a high pre-IPO
valuation; a concern about low profitability levels and a high growth rate of sales which cannot
be sustained after the listing. Analysts may have been concerned that the different factors
highlighted in Demers and Joos (2007) and Strauss (2019) characterised Uber’s IPO and may
have suggested that the equity listing would be unsuccessful on the first day of the share
trading.
8
Damodaran (2019) notes several problems associated with using Lyft multiples for valuing Uber. For example,
Uber’s presence extended beyond Lyft’s operations which focused exclusively on the US & Canada. Further,
7
Based on the figures provided in the financial report of Lyft and the Uber prospectus several
valuation multiples can be computed: Price-to-Revenue, Price-to-Assets, Price-to-R&D or
Price-to-Bookings9. In addition, four different prices for Lyft shares can be considered when
determining the multiples – the price on the date of the Lyft IPO; the price of a share in Lyft
on the date of Uber’s IPO; and the median and mean prices of Lyft shares in the period between
the Lyft and Uber IPOs (29 March 2019 – 10 May 2019).
Table 3 shows the different multiples computed using comparable accounting data from Lyft.
In addition, Table 4 shows a summarised Income Statement and Balance Sheet for Uber taken
from its prospectus.
After the IPO
The IPO literature suggests that on the first day of trading the share price of the IPO firm
typically increases (Levis 1993, Ritter 1991). However, in the case of Uber, the return was -
7.62%10. On the second day trading, Uber’s returns were still negative at -10.75%. Over a
longer period, between 9th May and 12 July 2019, the return was -2.27% which meant that its
post-IPO price was lower than the price of the IPO (see Figure 1).
Explaining the decline
A number of discussions in the financial press sought to explain why Uber’s share price
declined on the first day of trading. For example, Bond and Bullock (2019a) reported that
Uber’s chief executive, Dara Khosrawoshahi linked the drop in share price to the uncertainty
associated with the US-China trade war which created increased volatility in the stock market.
However, analysts put forward alternative explanations; they attributed this first-day negative
return to the lack of profitability in the sector; for example, Alejandro Ortiz, principal investor
at SharesPost highlighted that “ride-hailing as an industry is yet to show a profit” (Bond and
Bullock, 2019a). Others have highlighted that Uber has been a net user rather than a net
generator of cash; in particular, they have noted that this “cash-burn rate” has increased at Uber
to “$1 billion a quarter”11 (Johnston, 2019). Bond and Bullock (2019a) explained how Uber
struggled to attract drivers, and had to offer more incentives which resulted in lower growth
rates than anticipated. In addition, the ride-hailing market was seen as highly competitive, and
Uber was forced to offer discounts (Bond and Bullock, 2019b). Analysts cast doubt over the
business model Uber operates (Bond and Bullock, 2019b), in particular they argue that
investors were reluctant to invest in “highly capital-intensive, deeply unprofitable, and untested
business models at this stage of the lifecycle.”
Uber has had major restructuring in the last three years, following a number of failed investments in China, South
East Asia and Russia. In addition, 20% of Uber’s revenue is not derived from ridesharing but from other activities
such as Uber Eats unlike Lyft, which has only one operating segment – ridesharing.
9
UBER defines bookings as the total dollar value, including any applicable taxes, tolls, and fees, of Ridesharing
and New Mobility rides, Uber Eats meal deliveries, and amounts paid by shippers for freight.
10
This is in contrast with Lyft’s first day return of 8.74%. However, on the second day of trading in Lyft’s shares,
significant negative returns of 11.85% were achieved (offsetting the initial first-day gain).
11
According to King & Newcomer (2018) “[s]ince its founding [in 2009], Uber has burned through about $10.7
billion [in 9 years]. … Few companies in history have grown so fast or lost so much money in such a short period
of time.” Johnston (2019) suggested that this cash-burn rate is increasing noting that Uber “continues to burn cash
at a rate of $1 billion a quarter”.
8
Uber’s chief executive blamed the negative first-day returns on questions raised about Uber’s
future projections and on the negative market sentiment: “There are many versions of our future
that are highly profitable and valuable, and there are of course some that are less so. During
times of negative market sentiment the pessimistic voices get louder and the optimistic voices
pull back”. The chief executive emphasised that the IPO had raised $8 billion in funding, which
would enable to company to improve its margins and profitability.
Whilst investors have suffered as a result of Uber’s share performance, underwriters appear to
have benefited financially from this IPO – underwriters have received over $106.2m in fees.
The top three underwriters were Morgan Stanley, who earned about $40.6m, Goldmann Sachs
$21.2 million and Bank of America Merill Lynch $10.5 million (Bond & Bullock, 2019b)
Required:12
(i) Outline why Uber wants to go public at this time?
(ii) What are the non-financial factors which might have caused Uber to reconsider the
IPO?
(iii) Did Uber have the characteristics of a failed IPO as highlighted by Demers & Joos,
(2007) and Strauss (2019)?
(iv) Compute the following ratios for Uber based on the financial and other information
supplied in Table 3: Revenue per share, Assets per share, R&D per share and
Bookings per share.
(vi) If the actual IPO price was $45 per share comment on why this price may have been
selected.
(vii) What are the lessons from this case about IPOs and share price performance?
12
A teaching note is available in Appendix 1
9
Cumulative Returns for Uber & Lyft (May-Jul 2019)
0.35
0.3
0.25
0.2
0.15
0.1
0.05
0
-0.05
-0.1
-0.15
Uber Lyft
10
Table 1: Pre-IPO background information
Background Details Uber was founded in 2009 and incorporated
in Delaware, USA as Ubercab, Inc. in July
2010. The company changed its name to
Uber Technologies, Inc. in February 2011.
It sought a listing on the NYSE in May
2019.
Sector According to Bloomberg (2020), Uber is in
the internet-based services industry.
Financing (pre-IPO) According to its prospectus, Uber had long
term debt amounting to $6,869 million;
convertible debt and redeemable convertible
debt $2,070 million. It had a negative value
for total shareholders’ equity of $7,385
million following several years of large
deficits. However, Uber expected this
negative equity to become positive
following the share issue associated with the
IPO
Performance Uber’s 2018 financial statements indicated
the company had a revenue of $11,270
million (up from $7,932 in 2017), expenses
of $14,303 resulting in a loss from
operations of $14,303 million. In 2018 it
had total assets of $23,988 million ($15,426
in 2017) of which current assets were
$8,568 million, property plant and
equipment $1,641 million and intangible
assets including goodwill $235 million
Growth Between 2017 and 2018, Uber’s gross
bookings grew by 45%. Over the same
period, revenue grew by 42% from $7.9
billion in the prior year, while net income
improved from a loss of 4 billion in 2017 to
a profit of $1.0 billion in 2018.
11
Table 2: Risk factors affecting Uber
12
Table 3: Valuation of Uber using Lyft multiples
LYFT
Lyft’s
Lyft’s Price on Lyft’s Median Lyft’s Mean
Price on
Time IPO date of Price over Price of
IPO date
UBER 3/29-5/10 3/29-5/10
of LYFT
Price ($) 72 51.09 60.12 61.77
Multiples
price/rev 10.13 7.19 8.46 8.69
price/t assets 5.81 4.12 4.85 4.98
price/R&D 72.57 51.50 60.60 62.26
price/bookings 2.71 1.92 2.26 2.33
Accounting Data ($)
UBER LYFT
13
Table 4: Extract from Uber’s financial statements
Statement of Profit or Loss for the year ended 31 December 2018 (all in
millions)
Revenue 11,270
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown
5,623
separately below
Operations and support 1,516
Sales and marketing 3,151
Research and development 1,505
General and administrative 2,082
Depreciation and amortization 426
Total costs and expenses 14,303
Loss from operations -3,033
Interest expense -648
Other income (expense), net 4,993
Income (loss) from continuing operations before income taxes and
1,312
loss from equity method investment
Provision for (benefit from) income taxes 283
Loss from equity method investment, net of tax -42
Net income (loss) from continuing operations 987
Income from discontinued operations, net of income taxes —
Less: net loss attributable to redeemable non-controlling interest,
-10
net of tax
Net income (loss) attributable to Uber Technologies, Inc. 997
The adjusted column takes into account the 180 million ordinary shares issued at $45 per share
in the IPO after deducting underwriting discounts and commissions
14
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Appendix 1: Teaching Note
According to the case study Uber decided to go public to attract a wider pool of investors and
to increase liquidity. By going public, Uber avoids the need to raise finance from private
investors on a regular basis – thus providing a quicker way of raising finance. It also facilitates
takeovers in the future if their shares are listed. A listing allows its equity investors to “cash
in” some of their shares; thus, it provides an exit route for the venture capital/private equity
investors who may want to move on to other start-up investments. Uber has a high “cash-burn”
rate and the funds raised will allow it to continue to grow using cash resources.
(ii) What are the non-financial factors which might have caused Uber to reconsider the
IPO?
We would expect students to refer to the risks identified in Table 2. In addition, students should
highlight the regulatory difficulties which Uber has experienced in the Background section of
the case. Students might also highlight the leadership and governance issues discussed in the
background section of the case. Students can mention the tension between the current CEO
Dara Khosrowshahi and the founder and former CEO Mr Travis Kalanick who remained on
the board of directors. Students might also highlight whether the current governance structure
of Uber pre-IPO is appropriate for a publicly listed entity (see footnote number 1). Depending
on the background of the students, the class might be asked to undertake a SWOT analysis of
Uber prior to the IPO which could inform subsequent questions on whether Uber should have
proceeded with the IPO and if it did whether any subsequent underperformance could have
been anticipated.
(iii) Did Uber have the characteristics of a failed IPO as highlighted by Demers & Joos,
(2007) and Strauss (2019)?
Students might calculate whether Uber had the various characteristics which the literature
associated with failed IPOs:
Characteristics of a failed IPO Uber’s position
Industry A high tech sector which was one of those
industries associated with unsuccessful IPOs
that achieved a negative return on the first
day of share trading
A high level of intangibles The ratio of intangibles to property plant and
equipment in Uber was (235 / 1641) x 100 =
14.3% (see table 4). A substantial proportion
of costs related to Research & Development
- ($1505/$14303) x 100 = 10.5% (see Table
4). In addition Uber’s business model relied
heavily on branding and marketing.
Poor operating performance From Table 2, Uber has incurred significant
losses since inception, in all their major
markets. In addition, they expect their
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operating expenses to increase significantly
putting profitability at risk. From Table 4,
Uber reported a loss from operations of
$3,033 million.
High growth rate which is not sustainable From Table 1, Uber’s growth rate between
2017 and 2018 has been very high: Uber’s
gross bookings grew by 45%. Over the same
period, revenue grew by 42% from $7.9
billion in the prior year, while net income
improved from a loss of 4 billion in 2017 to
a profit of $1.0 billion in 2018. Students may
discuss whether this level of growth is
sustainable given the risks identified in Table
2 – the availability of drivers, potential
acquisition targets, regulatory risks and
competition.
Timing of IPO in a volatile market Students should refer to the IPO
underperformance on the first day of trading
section where Reinicke (2019) pointed out
IPOs fared badly in 2019. In addition, the
IPO of Uber’s nearest competitor Lyft,
earned negative returns in the first two days
of its trading (see footnote 10).
Time to listing – waiting too to enter the Uber chose to wait 9 years before seeking a
public market listing. At the time of its IPO it had a large
expected market capitalisation which tends
to characterise ‘unicorns’ (see footnote 7)
High level of financial leverage Uber had total long term debt (including
convertible debt) of $8,939 million.
Therefore its long term debt to total assets
pre-IPO percentage was ($8,939/$23988 x
100) was 37.26% (Table 4). It had a negative
value for total shareholders’ equity of $7,385
million which suggests that Uber’s financial
leverage was relatively high.
Therefore, Uber had a lot of the characteristics of failed IPOs with negative returns in the first
day of trading. Students can link this to the discussion on unicorn IPOs in footnote 7
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(iv) Compute the following ratios for Uber based on the financial and other
information supplied in Table 1: Revenue per share, Assets per share, R&D per share
and Bookings per share.
LYFT
Lyft’s
Lyft’s Price on Lyft’s Median Lyft’s Mean
Price on
Time IPO date of Price over Price of
IPO date
UBER 3/29-5/10 3/29-5/10
of LYFT
Price ($) 72 51.09 60.12 61.77
Multiples
price/rev 10.13 7.19 8.46 8.69
price/t assets 5.81 4.12 4.85 4.98
price/R&D 72.57 51.50 60.60 62.26
price/bookings 2.71 1.92 2.26 2.33
Accounting Data ($)
UBER LYFT
The range of prices based on these multiples is $45-$59 per share. However, students might
want consider how comparable Lyft is with Uber. In particular, Lyft is a North American based
ride-share company while Uber has a global presence in more that the ride-share market.
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(vi) If the actual IPO price was $45 per share comment on why this price may have been
selected.
The price, at the low end range of the valuation estimates could have been selected for a variety
of reasons. Firstly, this reflects a lower level of market sentiment in the US stock market
around the time of IPO. In addition the share price performance of the rival company Lyft,
which had undertaken an IPO in March had been declining. Finally, there could be
company/industry characteristics – Uber has never been profitable, and there has been low
growth in the sector.
(vii) What are the lessons from this case about IPOs and share price performance?
Prior research on IPOs demonstrates underpricing – the share price is likely to increase on the
first day of trading. This has not been the case of Uber’s IPO, the share price dropped by 7.6%
on the first day trading. The case raises concerns about IPO being issued in times of negative
market sentiment, in a relatively new sector (the ridesharing industry). Investors were affected
by the volatility in the share price of the rival company Lyft. They have raised several concerns
about the business model operated by Uber and Lyft, in particular they argued that the
companies were operating in an unproven industry which is yet to generate profits and show
signs of growth. Several concerns were also raised by investors on the prospectus itself, which
did not have the required disclosures which would have enabled investors to make predictions
on the company’s futures.
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