FT : BMW faces US investigation into sales figures

BMW faces US investigation into sales figures
German carmaker says it is co-operating with Securities and Exchange Commission inquiry

BMW is being investigated by the US Securities and Exchange Commission over its sales reporting practices, adding to a list of legal headaches faced by the Munich-based company.

A spokesman for the German carmaker confirmed that the company had been contacted by the SEC, and said that it was “co-operating fully with their investigation”.

The Wall Street Journal, which first reported the SEC’s move, said the regulator was investigating a practice known as “punching”. A well-known method of boosting sales statistics, it involves dealerships buying cars ostensibly for use as temporary replacements for customers whose vehicles are being repaired, only to sell them on soon after.

In 2016, Automotive News reported that Ludwig Willisch, BMW’s former North American chief executive, acknowledged that “punching” occurred in the industry, while conceding “there was a lot of pressure” within the carmaker’s ranks to rack up sales numbers.

BMW declined to say what the SEC was investigating.

The premium car brand would not be the first manufacturer to be targeted by the US regulator over its sales reporting methods. 

In September, the SEC fined Italian-American group Fiat Chrysler Automobiles $40m for misleading investors about the monthly figures for vehicles sold to customers in the US.

The regulator alleged that for four years up to 2016, FCA falsely boasted of “uninterrupted monthly year-over-year sales growth” in press releases, when in fact sales had dipped in September 2013.

News of the regulator’s interest in BMW will add to the headaches for Oliver Zipse, its chief executive.

In November, BMW reiterated that it was “more likely than not” that the European Commission would issue a significant fine over allegations that “manufacturers colluded to avoid competition in developing systems to clean the emissions of petrol and diesel passenger cars”. BMW has vowed to strongly contest those charges.

Weeks later, Germany’s cartel authority fined BMW, along with rivals Volkswagen and Daimler, for anti-competitive practices in relation to the purchasing of steel products. BMW agreed to pay a penalty of about €28m.

FT : Adam Neumann’s WeWork exit package could get sweeter

Adam Neumann’s WeWork exit package could get sweeter
Co-founder stands to make hundreds of millions more if company goes public

WeWork co-founder Adam Neumann, who left the lossmaking office-space provider with a $1.6bn exit package, could earn hundreds of millions of dollars more under an agreement struck with the company and its top shareholder in October, according to documents reviewed by the Financial Times and people briefed on the matter.

The deal revised the terms of a class of shares held by Mr Neumann — known as profits interests — that were created by the company’s complex restructuring this year and had little value after plans for a WeWork initial public offering fell apart.

But a future flotation — even at a valuation significantly lower than the company was seeking this summer — could result in Mr Neumann receiving hundreds of millions of dollars if he sells the stake.

In October, a month after Mr Neumann stepped down as chief executive, he agreed with WeWork and SoftBank, its biggest investor, to forfeit some of his profits interests, while receiving improved terms for his remaining stake, positioning him for future gains.

The ultimate worth of Mr Neumann’s profits interests depends on what kind of valuation the company would command in the public market if it pulls off a successful flotation — which is hardly a given after its aborted IPO this year. The profits interests convert into stock at a value equal to the price of the public shares minus a designated “catch-up price”, making them economically similar to share options.

Under his October deal, Mr Neumann’s “catch-up price” was slashed from $38.36 a share to either $19.19 or $21.05 a share, according to the documents reviewed by the FT. SoftBank valued WeWork at $19.19 a share, or $8bn, in its rescue financing.

If the company’s share price were to hit $25 in the public market, valuing the company at about $10bn at today’s share count, Mr Neumann’s profits interests could convert into shares worth about $111m, according to the documents reviewed by the FT. At $35 a share, or a $15bn valuation, they could be worth about $352m, and at $45 a share, valuing the company at $18bn, they could be worth about $593m.

WeWork, SoftBank and Mr Neumann declined to comment.

The profits interests were created last summer following a restructuring that essentially split WeWork in two — an underlying operating company, in which some company insiders received profits interests, and a holding company that would eventually issue shares to the public. The structure conferred tax benefits to the company insiders.

Mr Neumann also owns tens of millions of shares in the holding company and has the right to sell up to $970m of that stock to SoftBank in the coming months. The profits interests he and other top executives received — including current co-chief executive Artie Minson and chief legal officer Jennifer Berrent — represent a separate holding.

Before the October deal, Mr Neumann had 42.473m profits interests, all with a catch-up price of $38.36 a share. Fewer than 1m of the profits interests were vested. About 9.4m were to vest if the company went public, with the remainder vesting when the company hit valuations of $50bn, $72bn or $90bn.

Under the October deal, Mr Neumann received 8.47m vested profits interests with a catch-up price of $19.19 a share, and another 15.6m profits interests that would vest after an IPO with a catch-up price of $21.05 a share.

WeWork was valued at $47bn by SoftBank at the start of this year. SoftBank is now offering to buy shares from employees and investors at $19.19 a share, and the company has told employees and investors that the deal “may be the most attractive liquidity event for the company’s stockholders”.

Obstacles to a future WeWork listing include investor concerns about the company’s growing losses and its business model of taking long-term leases on buildings and reletting the space to its own tenants.

The company, which has lost more than $5bn since 2016, had accrued $49.9bn of lease commitments to landlords by the end of September, documents showed.

Mr Neumann’s control of WeWork and some of his dealings with the company, including a $5.9m payment he received for the rights to the trademarked word “we”, were also criticised by the institutional investors who are crucial to an IPO. The co-founder of the company relinquished his role as chief executive in September.

FT : Italy seeks to end shoppers’ reliance on cash

Italy seeks to end shoppers’ reliance on cash
Government plans to give bonuses to those making electronic payments in effort to tackle fraud

In Rome’s central shopping street, Via del Corso, Maria Lipari is looking for a scarf to give to her daughter for Christmas. Like many Italians, she prefers to pay for her festive gifts the old-fashioned way — with cash. But the Italian government hopes to persuade her to change.

Italy has one of Europe’s lowest rates of usage of card payments, with 86 per cent of transactions paid for using notes and coins, according to central bank estimates. But from next year, the government plans to offer financial bonuses to those who use cards or other electronic payment systems.

The government will put aside €3bn to finance the bonus in next year’s budget and hopes that an increase in electronic bill settlement will raise significantly more for the state by making tax fraud and black economy transactions more difficult. Details of the system will be fleshed out next year.

Many Italians remain suspicious of electronic payments. “If I use cash I can see exactly how much money I have in my wallet,” Ms Lipari said. “If I use a credit card I spend €50 here, €50 there, and you end up emptying your pockets.”

Roberto Gualtieri, economy minister, said this year that the government intended to bring about a “cultural change in Italy . . . to change the behaviour of consumers and align them more closely to the most virtuous of other European countries”.

Italians used alternatives to cash — such as cards or bank transfers — on average 100 times per person in 2017, while in the Netherlands the number was 424. Giorgio Di Giorgio, a professor of economics at Luiss university, said there were “good and bad” reasons for the enduring prevalence of cash.

“Italy is an older country that gives a lot of weight to tradition. Older people are less likely to change what they have been doing for their entire lives,” he said.

“The bad reason is that Italy’s black economy is one of the biggest in Europe — maybe only Greece is worse. This means more cash is used, compared with more traceable ways of paying.”

Italy has the highest rate of VAT fraud in the EU, according to a report published this year by the European Commission. The report concluded that the difference between the amount of VAT paid and what should have been collected by the Italian authorities amounted to €35bn in 2015, only slightly lower than the estimated €41bn gap in 2014.

Italy’s official statistics body estimated that the “non-observable economy”, or the combination of the black market and criminal activity, was worth €211bn in 2017, or 12 per cent of total economic output for that year.

Yet previous efforts to stop payments for large purchases in cash have been unpopular. In 2011 Mario Monti’s government lowered the maximum legal amount for which it is possible to settle a bill in cash to €1,000 but the government of Matteo Renzi increased the limit to €3,000 in 2016 after a backlash.

Riccardo, a man walking through Rome’s main shopping street in his forties who declined to give his surname, said he preferred cash because he did not want his habits to be tracked by banks: “I want to keep how I spend my money to myself.”

Some politicians have continued to rail against attempts to lure citizens away from cash. Giorgia Meloni, leader of the hard-right Brothers of Italy party, attempted unsuccessfully to amend the current budget law to ban any limits at all on payments in cash.

Her pitch was to appeal to the common man, arguing that regular Italians using cash were not the problem. “The real tax evasion is not that of small shopkeepers but of big corporations who pay taxes in other countries, and not Italy,” she said.

Yet there are signs that newer, user-friendly online banks are winning over younger Italians who are less attached to hard currency than their elders.

Gianmarco Spera, a 23-year-old student out shopping for a present for his girlfriend, said he preferred to use digital payments. “If you pay by card, or even better your phone, you don’t have to carry cash around.”

Mr Di Giorgio believes it is only a matter of time before Italians become more amenable to ditching cash in favour of cards.

“It is a generational thing,” he said. “Gradually it will change, but you need time. And also maybe a bit of a push from the government to change attitudes.”

FT : German automakers do U-turn on car-sharing push

German automakers do U-turn on car-sharing push
Fading spectre of ‘peak car’ diminishes appeal of investing in vehicle-sharing and ride-hailing apps

Ten years ago, a lone cowboy mounted on a large brown Longhorn strolled through the streets of downtown Austin. But what really turned heads was the small white Smart car driving slowly alongside — a publicity parade by German carmaker Daimler.

The Mercedes-Benz owner had come to the Texan capital to launch its car-sharing brand Car2Go: an app-based, by-the-minute rental service, which it told investors would usher in “a new form of urban mobility” in burgeoning cities across the globe.

Just over a decade later, the company — now running the service in a joint venture with rival BMW — quietly reversed out of the Lone Star state, saying it had “underestimated the investment and resources” required to make Car2Go profitable. Soon after, it announced it would withdraw from North America entirely.

The business was part of a wider gamble by traditional automakers and German manufacturers in particular: to plough money into so-called “mobility services” such as vehicle-sharing schemes, ride-hailing apps and technologies including self-driving taxis.

They were spurred on by the spectre of “peak car” — the idea that as people flocked to densely-populated cities, the expense and hassle of owning a vehicle would outweigh the benefits and the traditional mass-market car would be threatened with extinction.

“The message back then was that the customer of the future would not be interested in owning a car, but rather in using one,” said Ferdinand Dudenhöffer, of the CAR Center for Automotive Research at Universität Duisburg-Essen. 

But 10 years later, many of these projects are in retreat, foiled by underuse in medium-sized cities, the emergence of rivals such as Uber, Lyft and China’s Didi Chuxing, the competing pressure to invest heavily in electric vehicles and a miscalculation over the enduring lure of the personal car.

A few weeks before DriveNow, BMW’s joint-owned car-sharing service, announced it would withdraw from London, its chief executive made a point of talking down the earning potential of such projects, in which the carmaker, alongside Daimler, had pledged to invest more than €1bn just 10 months ago.

“Not every trend is relevant for the BMW Group,” Oliver Zipse said in Munich, stressing that the company would focus instead on its core competency: manufacturing premium cars.

Meanwhile, in November, German auto supplier Bosch announced it was shutting down Coup — a three-year-old scooter-sharing service in Berlin, Paris and Madrid — and said it was getting out of the so-called “mobility” business altogether.

In 2014, when it launched its DriveNow car-sharing service alongside BMW in London, the German rental firm Sixt said its aim was to “make mobility so cheap that only the rich will buy cars”. Since then, DriveNow, now a part of ShareNow, has quit cities including Seattle, San Francisco and Stockholm to concentrate on a handful of European locations.

The volte face is indicative of a “welcome outbreak of sanity” in the industry over the past few months, said Bernstein auto analyst Max Warburton. “Many of the so-called ‘legacy’ manufacturers — urged on by consultants, media and yes, equity analysts — got sucked into spending on this stuff.” 

Building large software-based services, Mr Warburton added, does not play to carmakers’ strengths, “in much the same way as it’s not the role of Airbus and Boeing to run airlines”.

While BMW and Daimler’s joint ventures say they have 90m users in more than 1,300 cities, they have struggled to attract the levels of repeat business required to balance the books. The average registered driver of a car-sharing app uses the service for just 12 hours a year, according to Mr Dudenhöffer.

Meanwhile, car ownership in Germany has risen sharply over the past decade, from roughly 500 cars per 1,000 inhabitants to 567, rather than declining as feared. Other mature markets have seen a similar increase.

As a result, both companies have been forced to writedown the book value of their mobility services by approximately €300m, and leaders at BMW and Daimler have signalled a rethink.

“There are potentially ‘disrupting’ business models that rely on car usage rather than car ownership,” Mr Zipse said in a speech to analysts. “But they are focused on very specific areas with high population densities to ensure high utilisation rates.”

“In our three main markets — Europe, China and USA — only a small fraction of people and of our customers live in these super-urban areas,” he continued. “For those who do, in the premium segment, owning a car remains a matter of convenience and privacy. This is our target group.”

Daimler’s CEO Ola Kallenius told investors that carmakers’ “basic business model” for the next decade was individual ownership. 

In a marked departure from their predecessors’ pledges, both bosses have refused to continue spending on car-sharing services, according to people familiar with the matter, despite operations in some cities moving closer to profitability.

As recently as February, spooked by the meteoric rise of well-funded upstarts such as Uber, BMW and Daimler had teamed up to create five joint ventures in car-sharing, parking, electric vehicle charging, ride-hailing and city-mapping services.

At a launch event in a neon-lit bunker in Berlin, BMW’s former chief executive Harald Krüger joined Daimler’s former head Dieter Zetsche, in promising to “invest consistently” into the partnership, and even consider buying stakes in smaller firms. The executives said they would launch services in nearly 90 cities in 2019, and expand “tenfold” in the following years.

Months later, however, Messers Krüger and Zetsche have moved on, and faced with the vast expense of converting their companies into electric vehicle manufacturers, their boardroom successors have proved less enthusiastic about such plans.

A restructuring of BMW and Daimler’s joint ventures was announced in December, to “pave the way for profitable growth” and further cutbacks are expected.

“No one has yet worked out how to make mobility services profitable,” said Rainer Mehl, a director at Capgemini, who has spent 20 years advising German carmakers.

“It’s not a level playing field. The Californian companies can deliver huge losses, the German manufacturers have to deliver every quarter.”

Traditional US manufacturers have struck a similar tone. Two-and-a-half years after spending tens of millions of dollars acquiring the shuttle service Chariot, Ford announced it was closing the business, as it was no longer a “sustainable solution”, while GM was forced to scale-back its car-sharing initiative, Maven.

To make matters worse, chief executives have been forced to admit that self-driving cars, once touted as the route to profitability for mobility services, are years away from being road-ready.

Last month Mr Kallenius warned investors: “There’s been perhaps a little bit of a reality check setting in here.”

At a separate event, Mr Zipse appeared to agree. “Regarding automated driving, fully autonomous vehicles are far more off in the future than expected by many forecasts,” he said. 

But with 70 per cent of the world’s population expected to live in urban areas by 2050, and estimates from the likes of McKinsey of a $2tn “mobility services” economy by 2030, German car companies have been reluctant to abandon the sector entirely.

Instead, they are taking a more modest approach — keeping a small foothold in the industry while gathering data on the way people move around cities.

Volkswagen, which had previously eschewed mobility services, launched its WeShare platform last year and is expanding its Moia shuttle-hailing servicefrom Hamburg and Hannover to London’s borough of Ealing.

Daimler and Geely, the Chinese carmaker that is also its biggest shareholder, are launching the new limousine StarRides service in Hangzhou this month, despite a decline in the use of ride-hailing apps in China. 

Even as it announced its retreat from US cities, Car2Go was defiant. “The industry has been disrupted and the bubble will eventually burst,” it said in a statement. 

A raft of restrictions on the use of private cars in big cities has also revived “peak car” prophecies, and the promise of novel, lucrative modes of metropolitan transportation.

“The bigger, quite stable trend is that we will have less car ownership in the next 10 to 20 years,” said Stefan Bratzel, of the Center of Automotive Management. The next few years will usher in a decade of consolidation in the mobility industry, he added, in which the “winners will take all”.

This time round, the German automakers are unlikely to be among them.

>>> What to look at today - 24th of December 2019

Asian stocks saw a muted Christmas Eve session Tuesday, with trading diminishing at the end of a year that took a global benchmark to successive record highs.
Equities were little changed in Tokyo and Sydney with volumes thin, while they dipped in Hong Kong and Seoul. Shanghai rose after sliding Monday amid a sell-off in tech companies. U.S. futures were flat after the S&P 500 closed higher for the eighth time in nine sessions. Treasuries edged up and the dollar was little changed. Oil remains above $60 a barrel in New York.
US After Hours CVM -8.9% (share offering), SIEN -5% (shelf offering by selling stockholder)

Nikkei +0.04% Hang Seng -0.15% CSI +00.62% Shanghai +0.65% Shenzen +1.28%

Eur$ 1.1087 CNH 7.0101 CNY 7.0107 JPY 109.41 GBP 1.2944 CHF 0.9822 RUB 62.2144 TRY 5.9397 WTI$ 60.60 +0.13%

S&P +0.03% EuroStoxx / FTSE +0.02%

Macro :
- Enria Asks Banks for Permission to Publish SREP Results: Sole
- Oil’s 2019 Milestones Tell Decade’s Story of Energy Abundance

Keep an eye on :
- ADP FP : ADP, AvPorts JV to Operate New York Stewart Intl Airport
- ALCOR FP : Biocorp Names Dessertenne CEO; to Separate Chairman, CEO Roles
- BMW GY : BMW Is Contacted By the SEC Over U.S. Sales Reporting Practices
- CEY LN : Centamin Says Endeavour Has Two Extra Weeks to Make Firm Offer
- DTE GY : Deutsche Telekom Weighed T-Mobile-Comcast Merger in 2015 (1)
- ENEL IM : Enel to Sell Output From Texas Wind Farm to Yogurt Giant Danone
- HELN SW : Caser Shareholders in Exclusive Talks with Helvetia: Expansion
- KAMBI SS : Kambi CEO Sees Potential in DraftKings Planned Combination
- KVW NA : Reggeborgh Bids on Remaining VolkerWessels Shares, Owns 72%
- LBIRD FP : Lumibird Agrees to Buy Ellex’s Laser & Ultrasound Businees
- MOLN SW : Molecular Partners Treatment Granted Orphan Drug Status by FDA
- MCP PL : Cofina, Prisa Agree to Lower Price for Media Capital Stake
- RIO LN : WA Govt Approves Rio’s Western Turner Syncline Phase Proposal
- SN/ LN : Wright Medical Cut at Jefferies as Higher Bid Seems Unlikely
- TEF SM : Telefonica to Sell Towers in Ecuador, Colombia for About EU290M
- TSLA US : Tesla Tops Musk’s $420 Milestone for First Time on China Funding