Monday, April 16, 2018

Netflix: The Future of Entertainment or House of Cards?

For better or worse, Netflix has changed not just the entertainment business, but also the way that we (the audience) watch television. In the process, it has also enriched its investors, as its market capitalization climbed to $139 billion in March 2018 and even after the market correction for the FANG stocks, its value is substantial enough to make it one of the largest entertainment company in the world. Among the FANG stocks, with their gigantic market capitalizations, it remains the smallest company on both market value and operating metrics, but it has almost as big an impact on our daily lives as its larger peers.

The History

This may come as a surprise to some, but Netflix has been publicly listed for longer than Facebook or Google. The difference between Netflix and these companies is that it’s climb to stardom has taken more time.

Don't get me wrong! Netflix was a very good investment between 2003 and 2009, increasing its market capitalization by 33.36% a year and its market capitalization by about $3 billion, during that period. However, it became a superstar investment between 2010 and 2017, adding about $120 billion in value over the period, translating into an annual price appreciation of more than 50% a year.

The fuel that Netflix has used to increase its market capitalization is its subscriber base, as with the other FANG stocks, the company seems to have found the secret to be able to scale up, as it gets larger. That subscriber base, in turn, has allowed the company to increase its revenues over time, as can be seen in the picture below, summarizing Netflix’s operating metrics.

You can accuse me of over analyzing this chart, but it captures to me the essence of the Netflix success story. While Netflix has been able to grow revenues in each of the three consecutive five-year time periods, 2002-2006, 2007-2012 and 2013-2017, that it has been existence, the company has been faced with challenges during each period, and it has adapted.
  1. DVDs in the Mail: In the first five-year period, 2002 through 2006, the company mailed out DVDs and videos to its subscribers, challenging the video rental business, where brick and mortar video rental stores represented the status quo, and Blockbuster was the dominant player. 
  2. The Rise of Streaming: It was between 2007 and 2012, where the company came into its own, as it took advantage of changes in technology and in customer preferences. First, as technology evolved to allow for the streaming of movies, Netflix adapted, with a few rough spots, to the new technology, while its brick and mortar competitors imploded. Second, while Netflix saw a drop in revenue growth that was not unexpected, given its larger base, it also saw its content costs rise at a faster rate than revenues, as content providers (the movie studios) starting charging higher prices for content. 
  3. The Content Maker: In hindsight, the studios probably wish that they had not squeezed Netflix, because the company reacted by taking more control of its own destiny in the 2013-2017 time period, by shifting to original content, first with television series and later with direct-to-streaming movies. The results have upended the entertainment business, but more critically for Netflix, they show up in a critical statistic. For the first time in its existence, Netflix saw content costs rise at a rate slower than its growth in revenues, with operating profit margins, both before and after R&D reflecting this development. 
The State of the Game
We can debate whether Netflix is a good or a bad investment, but there is no argument that the way movies and television get made has been changed by the company’s practices. It is the rest of the entertainment business that is trying to adapt to the Netflix streaming model, as evidenced by Disney’s acquisition of BAM Media and Fox Entertainment. If I were to summarize where Netflix stands right now, here would be my key points:
1. It's a big spender on content: In 2017, Netflix spent billions on the content that it delivers to its subscribers, and the extent of its spending can be seen in its financial statements. The way that Netflix accounts for its content expenditures does complicate the measurement, since it uses two different accounting standards, one for licensed content and one for productions, but it capitalizes and amortizes both, albeit on different schedules, and based upon viewing patterns. The gap between the accrual (or amortized) cost (shown in the income statement) and the cash spent (shown in the statement of cash flows) on content can be seen in the graph below.
Netflix 10K - 2017
In 2017, Netflix spent almost $9.8 billion on content, though it expensed only $7.7 billion in its income statement. If this divergence continues, and there is no reason to believe that it will not, Netflix’s profits will be more positive than their cash flows by a substantial amount. Note that this divergence should not be taken (necessarily) as a sign of deception or accounting game playing. In fact, if Netflix is being reasonable in its amortization judgments, one way to read the difference of $2.14 billion ($9.8 in cash expenses minus $7.66 billion in accrual expenses) is to view it as the equivalent of capital expenditures at Netflix, since it is expense incurred to attract and keep subscribers.
2. An increasing amount of that spending goes to original content: The decision by Netflix to produce some of its own content in 2013 triggered a shift towards original content that has picked up speed since that year. In 2017, the company spent $6.3 billion on original content, putting it among the top spenders in the entertainment business:
Biggest Spenders on Entertainment Content in 2017
The pace is not letting up. In the first quarter of 2018, Netflix introduced 18 new television series and delivered 12 new seasons of existing series, prodigious output by any studio’s standards. There are three reasons for the Netflix move into the content business.
  • The first, referenced in the last section, is to gain more control over content costs and to be less exposed to movie studio price hikes. 
  • The second is that Netflix has been using the data that it has on subscriber tastes not only to direct content at them, but to produce new content that is tailored to viewer demands.
  • The third is that it introduces stickiness into their business model, a key reason why new subscribers come to the company and why existing subscribers are reluctant to abandon it, even if subscription fees go up.
Netflix has moved beyond television shows to making straight-to-streaming movies, spending $90 million on Bright, a movie that notwithstanding its lackluster reviews, signaled the company’s ambitions to be a major player in the movie business.
3. Netflix has been adept at playing the expectations game: One feature that all of the FANG stocks trade is that rather than let equity research analysts frame their stories and measure their success, they have managed to frame their own stories and make investors and analysts play on their terms. Netflix, for instance, has managed to make the expectations game all about subscriber numbers, and every earnings report of the company is framed around these numbers, with less attention paid to content costs, churn rates and negative cash flows. After its most recent earnings report in January, the stock price surged, as the company reported an increase of 8.3 million in subscribers, well above expectations.
4. The company is globalizing: One consequence of making it a numbers game, which is what Netflix has done by keeping the focus on subscribers, is that you have to go where the numbers are, and for better or worse, that has meant that Netflix has had to go global, with Asia being the mother lode.

At the end of 2017, Netflix had more subscribers outside the US than in the US, and it is bringing its free spending ways and its views on content development to other parts of the world, perhaps bringing Bollywood and Hollywood closer, at least in terms of shared problems.

In summary, Netflix has built a business model of spending immense amounts on content, using that content to attract new subscribers, and then using those new subscribers as its pathway to market value. It is clear that investors have bought into the model, but the model is also one that burns through cash at alarming rates, with no smooth or near term escape hatch.

The Valuation
In keeping with the focus on subscriber numbers that is at the center of the Netflix story, I will value Netflix with the subscriber-based approach that I used to value Spotify a few weeks ago and Uber and Amazon Prime last year.

Cost Breakdown
The key to getting a subscriber-based valuation of Netflix is to first break its overall costs down into (a) costs for servicing existing subscribers, (b) the cost of acquiring new subscribers and (c) a corporate cost that cannot be directly related to either servicing existing subscribers or getting new ones. I started with the Netflix 2017 income statement:

Since Netflix does not break its costs down into my preferred components I made subjective judgments in allocating these costs, treating G&A costs as expenses related to servicing existing subscribers and marketing costs as the costs of acquiring new subscribers. With content costs, I started first with the $2,146 million difference between the cash content cost and expensed content cost and treated it also as part of the cost of acquiring new subscribers. With the expensed content cost of $7,600 million, I assumed that only 20% of these costs are directly related to subscribers and treated that portion as part of the cost of servicing existing subscribers and that the remaining 80% would become part of the corporate cost, in conjunction with the investment in technology and development. One key difference between the Netflix and Spotify cost models is that most of the content costs are fixed corporate costs for Netflix but almost all content costsare variable costs for Spotify, since it pays for content based upon how its subscribers listen to it, rather than as a fixed fee.

Value of an Existing Subscribers
My decision to treat most of the content content costs as a corporate cost has predictable consequences. The costs associated with individual subscribers are only the G&A costs and 20% of content costs, and the number is small, relative to the revenues that Netflix generates per subscriber:
Download spreadsheet

A strength that Netflix has built, perhaps with its original content, is that it has reduced it's churn rate (the loss of existing customers), each year since 2015. In 2017, the annual renewal rate for a Netflix subscription was about 91%, and that number improved even more across the four quarters. In my subscriber-valuation, I have used a 92.5% renewal rate, for the life of a subscriber, assumed to be 15 years. I will assume that Netflix investments in original content will give it the pricing power to increase annual revenue per subscriber (G&A and the 20% of content costs), which was $113.16 in 2017, at 5% a year, while keeping the growth rate in annual expenses per subscriber at the inflation rate of 2%. I estimate after-tax operating income each year, using a global average tax rate of 25%, and discount it back at a 7.95% cost of capital (estimated for Netflix, based upon its business and geographic mix, and debt ratio) to derive a value of $508.89 subscriber and a total value of $59.8 billion for Netflix’s 117.6 million existing subscribers.

Value of New Subscribers
To value a new subscriber, I first estimated the total cost that Netflix spent on adding new subscribers by adding the total marketing costs of $1,278 million to the capitalized portion of the content costs of $2,142 million, and then divided this amount by the gross increase in the number of subscribers (30.84 million) during 2017, to obtain a cost of $111.01 for acquiring a new subscriber. I then net that number out from the value of an existing subscriber to arrive at a value of $397.88/new subscriber right now; I assume that this value will increase at the inflation rate over time.
Download spreadsheet

I assume that Netflix will continue to add new subscribers, adding 15% to its net subscriber rolls, each year for the first five years, and 10% a year for years 6 through 10, before settling into a steady state growth rate of 1% a year. Discounting the value added by new subscribers at a higher cost of capital of 8.5%, reflecting the greater uncertainty associated with new subscribers, yields a total value of $137.3 billion for new subscribers.

The Corporate Drag
The final piece of the puzzle is to bring in the corporate costs that we assumed could not be directly linked with subscriber count. In the case of Netflix, the  technology & development costs and 80% of the expensed content, that we put into this corporate cost category amounted to $6.13 billion in 2017 and the path that these costs follow in the future will determine the value that we attach to the company.
Download spreadsheet

I assume that technology & development costs will grow 5% a year, but it is on the content cost component that I struggled the most to estimate a growth rate. I decided that the accelerated spending that Netflix had in 2017 and continued to have in 2018 reflect Netflix’s attempt to acquire standing in the business, and that while it will continue to spend large amounts on content, the growth rate in this portion of the content costs will drop to 3% a year, for the next 10 years. Note that even with that low growth rate, Netflix will be consistently among the top five spenders in the content business, spending more than $100 billion on original content over the next ten years. Discounting back the after-tax corporate expenses back at the 7.95% cost of capital, yields a corporate cost drag of $111.3 billion.

The Netflix Valuation: The One Number
To value Netflix, I bring together the value of existing and new subscribers and net out the corporate cost drag. I also subtract out the $6.5 billion in debt that the company has outstanding and the value of equity options granted over time to its employees.
The value per share of $172.82 that I estimate for Netflix is well below the stock price of $275, as of April 14, 2018. My value reflects the story that I am telling about Netflix, as a company that is able to grow at double digit rates for the next decade, with high value added with new users, while bringing its content costs under control. I am sure that your views on the company will diverge from mine, and you are welcome to use my Netflix subscriber valuation template to come to your own conclusions. 

It is worth taking a pause, and considering the differences between Netflix and Spotify, both subscription-based business models, that draw their value from immense subscriber bases.
  1. By paying for its content, both licensed and original, and using that content to go after subscribers, Netflix has built a more levered business model, where subscribers, both new and existing, have higher marginal value than at Spotify, where content costs are tied to subscribers listening to music. 
  2. The Netflix model, which is increasingly built around original rather than licensed content, provides for a stronger competitive edge, which should show up in higher renewal rates and more pricing power, adding to the value per subscriber, both existing and new. 
  3. The Netflix model will deliver higher value from subscription growth than the Spotify model, but it comes with a greater downside, because a slackening of that growth will leave Netflix much deeper in the hole, with more negative cash flows, than it would Spotify. 
Now that both companies are listed and traded, it will be interesting to see whether this plays out as much larger market reactions to subscription number surprises, both positive and negative, at Netflix than at Spotify.

In my earlier post on Google, I noted that every company has a value driver, one number that more than any of the others determines value. In the case of Netflix, the key value driver, in my view, is content costs. My value per share is premised not just on high growth in subscribers and continued subscriber value, but also on content costs growing at a much lower rate (of 3%) in the future. To illustrate the sensitivity of value per share to this assumption, I varied the growth rate in content costs and calculated value per share:
To illustrate the dangers to Netflix of letting content costs grow at high rates, note that the company’s equity value becomes negative (i.e., the company goes bankrupt), if content costs grow at high rates, relative to revenue growth, with double digit growth rates creating catastrophic effects. If Netflix is able to cap the costs at 2017 levels in perpetuity, the estimated value per share is approximately $216,  at the base case growth rate of 15%, and if it is able to reduce content costs in absolute terms over time, it is worth even more. In my view, investing in Netflix is less a bet on the company being able to deliver subscriber and/or revenue growth in the future and more one on the future path of content costs at the company.

The Decision
There is no doubt that Netflix has changed the way we watch television and the movies, and it is changing the movie/TV business in significant ways. By competing for talent in the content business, it is pushing up costs for its competitors and with its direct-to-streaming model, putting pressure on movie theaters and distribution. That said, the entertainment business remains a daunting one, because the talent is expensive and unpredictable, and egos run rampant. The history of newcomers who have come into this business with open wallets is that they leave with empty ones. For Netflix to escape this fate, it has to show discipline in controlling content costs, and until I see evidence that it is capable of this discipline, I will remain a subscriber, but not an investor in the company.

YouTube Video

Data Links
  1. Valuation of Netflix - April 2018
Blog Posts on Tech Takedown
  1. Come easy, go easy: The Tech Takedown!
  2. Facebook: Friendless, But Still Formidable!
  3. Netflix: The Future of Entertainment or House of Cards?
  4. Alphabet Soup: Google is Alpha, but where are the Bets?
  5. Amazon: Glimpses of Shoeless Joe!

Tuesday, April 10, 2018

The Facebook Feeding Frenzy: Time for a Pause!

In my last post, I noted that the FANG stocks have been in the spotlight, as tech has taken a beating in the market, but it is Facebook that is at the center of the storm. It was the news story on Cambridge Analytica's misuse of Facebook user data,  in mid-March of 2018, that started the ball rolling and in the days since, not only have more unpleasant details emerged about Facebook's culpability, but the rest of the world seems to have decided to unfriend Facebook. More ominously, regulators and politicians have also turned their attention to the company and that attention will be heightened, with Zuckerberg testifying in front of Congress. That is a precipitous fall from grace for a company that only a short while ago epitomized the new economy.

A Personal Odyssey
My interest in Facebook dates back to the year before it went public, when it was already getting attention because of its giant user base and its high private company valuation. In the weeks leading up to its IPO, I valued Facebook at about $29/share, with a story built around it becoming a Google wannabe. If that sounded insulting, it was not meant to be, since having a revenue path and operating margins that mimicked the most successful tech companies in the decade prior is quite a feat.

That initial public offering was among the most mismanaged in recent years and a combination of hubris and poor timing led to an offering day fiasco, where the investment bankers had to step in to support the priced. The first few months after the offering were tough ones for Facebook, with the stock dropping to $19 by September 2012, when I argued that it was time to befriend the company and buy its stock, one of the few times in my life when I have bought a stock at its absolute low.

Much as I would like to tell you that I had the foresight to see Facebook's rise from 2012 through 2017 and that I held on to the stock, I did not, and I sold the stock just as it got to $50, concerned that the advertising business was not big enough to accommodate the players (Google, the social media companies and traditional advertising companies), elbowing for market share. I under estimated how much Google and Facebook would both expand the market and dominate it, but I have no regrets about selling too early. I did what I felt was right, given my assessment and investment philosophy, at the time.

A Numbers Update
To undersand how Facebook became the company that it is today, let's start with its most impressive numbers, which are related to its user base. At the start of 2018, Facebook had more than 2.1 billion users, about 30% of the world's population:

While the user numbers have leveled off in North America, where Facebook already counts 72.5% of the population in its user base, the company continues to grow its user base in the rest of the world, with an added impetus coming from the scaling up of Instagram, Facebook's video arm. These user numbers, while staggering, are made even more so when you consider how much time Facebook users spend on its platforms:
Collectively, users spent more than an hour a day on Facebook platforms, and that usage does not reflect the time spent on WhatsApp, also owned by Facebook, by its 1.5 billion users.

If you are a value investor, it would easy to dismiss Facebook as another user-chasing tech company and deliver a cutting remark that you cannot pay dividends with users, but Facebook is an exception. It has managed to to convert its user base into revenues and more critically, operating profits.

With its operating margin approaching 58%, if you capitalize its technology and content costs, Facebook outshines most of the other companies in the S&P 500, in both growth and profitability:

What makes Facebook's rise even more impressive is that it has been able to deliver these results in a market, where it faces an equally voracious competitor in Google.

In summary, Facebook has had perhaps the most productive opening act in history of any publicly listed company, if you define production in operating results. It promised the moon at the time of its IPO, and has delivered the sun. In my book on connecting stories to value, I pointed to Facebook as a company that seemed to find new ways, with each acquisition, announcement and earning report, to expand and broaden its story, first by conquering mobile and then going global. By the start of 2016, I had changed my story for Facebook from a Google Wannabe to one that would eclipse Google, with added potential from its user base. While the Facebook story has been one of business success, the company, its users and investors have been in denial about central elements in the story. Facebook's users have been trading information on themselves to the company in return for a social media site where they can interact with friends, family and acquaintances, and their complaints about lost privacy ring hollow. Facebook's strengths are built upon using the information that users provide about themselves to better target advertising and generate revenues, but Facebook and its investors have been unwilling to face up to the reality that the company's high margins reflect its use of third parties and outsiders to collect and manage data, a business practice that is profitable but that also creates the potential for data leakages. (Some of you seem to be reading into my words an implication that Facebook sells user data to third parties to generate revenues. It does not. It processes the data to make it information (its first competitive advantage), uses that information to better target advertising and generates revenues, as a consequence.)

A Story Break, Twist or Change?
If the Facebook story so far sounds like a fairy tale, there has to be a dark twist, and while Facebook's troubles are often traced back to the stories in mid-March 2018, when the current user scandal news cycle began, its problems have been simmering for much longer. Put on the defensive, after the 2016 US presidential elections, for being a purveyor of fake news, Facebook announced in January 2018, that it had changed its news feed to emphasize user interaction over passive consumption of public news feeds. That change, which led to a leveling off in user numbers and a loss of advertising revenues was not well received on Wall Street, with the stock price dropping almost 5%.

If Facebook was trying to preempt its critics with this announcement, the Cambridge Analytica story has knocked them off stride. Specifically, a whistle blower at Cambridge Analytica claimed that the company has not only accessed detailed user data on 50 million Facebook users but had used that data to target voters in political campaigns. In the three weeks since, the story has worsened for Facebook both in terms of numbers (with accessed users increasing to 87 million) and culpability (with Facebook's sloppiness in protecting user data highlighted). As politicians, commentators and competitors have jumped in to exploit the breach, financial markets knocked off $81 billion from Facebook's market capitalization. It is unquestionable that Facebook is mired in a mess and that it deserves market punishment, but from an investing perspective, the question becomes whether the loss in value is merited or not. 

The worst case scenario, and some have bought into this, is that the company will lose users, both in numbers and intensity, and that advertisers will pull out. If you add large fines and regulatory restrictions on data usage that may cripple Facebook's capacity to use that data in targeted advertising, you have the makings of a perfect storm, playing out as flat or declining revenues, big increases in operating costs and imploding value. In my view, and I may very well be wrong, I think the effects will be more benign:
  1. User loss, in numbers and intensity, will be muted: It is still early in this news cycle, and there may be more damaging revelations to come, but I don't believe that anything that has come out so far is  egregious enough to cause large numbers of users to flee. We live in cynical times and many users will probably agree with Mark Snyder, a Facebook user whose data had been accessed by Cambridge Analytica, who is quoted as saying in this New York Times article, "If you sign up for anything and it isn’t immediately obvious how they’re making money, they’re making money off of you.” There is some preliminary evidence that can be gleaned from surveys taken right after the stories broke, which indicate that only about 8% of Facebook users are considering leaving and 19% plan significant cutbacks in usage. If this represents the high water mark, the actual damage will be smaller. I will assume that Facebook's push towards more data protections and its larger base will slow growth in revenues down to about 20% a year, for the next 5 years, from the 51.53% growth rate over the last five years.
    Source: Raymond James, reported by Variety
  2. Advertisers will mostly stay on: While a few companies, like Mozilla, Pep Boys and Commerzbank, announced that they were pulling their ads from Facebook, there is little evidence that advertisers are abandoning Facebook in droves, since much of what attracted them to Facebook (its large and intense user base and targeting) still remains in place. Facebook, in an attempt to clean up the platform, may impose restrictions on advertisers that may drive some of them away. For instance, last week, Facebook announced that it would stop accepting political advertisements from anonymous entities and I would not be surprised to see more self-imposed restrictions on advertising. I will assume that there will be more defections in the weeks ahead, mostly from companies that don't feel that their Facebook advertising is effective right now, leading to a loss in revenues of $1.5 billion next year.
  3. Data restrictions are coming, and will be costly: There is no doubt that data restrictions are coming, with the question being about how restrictive they will be and what it will cost Facebook to implement them. Data privacy laws, modeled on the EU's format, will require the company to hire more people to oversee data collection and protection. I will assume that these actions will push up costs and reduce the pre-tax operating margin from 57%, after capitalizing technology and content costs, to 42% over the next 5 years. Pre-capitalization of technology and content, I am expecting the operating margin to drop from 49.7% (current) to about 37-38%,
  4. There will be fines: This is a wild card in this process, with the possibility that the Federal Trade Commission  may impose a fines on the company for violating an agreement reached in 2011, where Facebook agreed to protect user data from unauthorized access. While no one seems to have a clear idea of how much these fines will be, other than that they will be large, there are some who believe that the fines could be as high as a billion dollars. I will assume that the FTC will use Facebook to send a signal to other companies that collect data, by fining it $1 billion.
As I see it, the scandal will lead to lost sales in the near term, slow revenue growth in the coming years and increase costs at the company, making the Facebook story a less attractive one. My estimates of how the story changes will play out in the numbers is shown below:
In summary, the story that I have for Facebook is still an upbeat one, albeit one with lower growth and operating margins. The resulting value is shown below:
Download spreadsheet
The value per share that I obtain, with my story, is abut $181, and on April 3, the date of the valuation, the stock was trading at $155 a share. As always, I am sure that there are inputs where you will disagree with me, and if you do, you can download the spreadsheet and change the numbers that you disagree with. Some of you may be wondering why I have no margin of safety, but as I noted in this post on the topic from a while back, I believe that there are more effective ways of dealing with uncertainty that adopting an arbitrary margin of safety and sitting on the sidelines. In fact, my favored device is to face up to uncertainty frontally in a simulation, shown below:
Simulation run with Crystal Ball, in Excel
This graph reinforces my decision to invest in Facebook. While it is true that there is a 30% chance that the stock is still over valued, there is more upside than downside potential, given my inputs. The median value of $179 is close to my point estimate value, but that should be no surprise since my distributions were centered on my base case assumptions.

Time to Buy?
Every corporate scandal becomes a morality play, and the current one that revolves around Facebook is no exception. Facebook has been sloppy with user data, driven partly by greed (to keep costs down and profits up) and partly by arrogance (that its data protections were sufficient), and is and should be held accountable for its mistakes. That said, I don't see Facebook as a villain, and I don't think that the company should be used as a punching bag for our concerns about politics and society.  I am sure that when Mark Zuckerberg delivers his prepared testimony in a couple of hours, senators from both parties will lecture him on Facebook's sins, blissfully blind to their hypocrisy, since I am sure that many of them have had no qualms about using social media data to target their voters. I hear friends and acquaintances wax eloquent about invasion of privacy and how data is sacred, all too often on their favorite social media platforms, while revealing details about their personal lives that would make Kim Kardashian blush. I am an inactive Facebook user, having posted only once on its platform, but to those who would tar and feather the company for its perceived sins, I will paraphrase Shakespeare, and argue that the fault for our loss of privacy is not in our social media, but in how much we share online. I will invest in Facebook, with neither shame nor apology, because I think it remains a good business that I can buy at a reasonable price.

YouTube Video


Data Links

  1. Valuation of Facebook - April 2018
Blog Posts on Tech Takedown
  1. Come easy, go easy: The Tech Takedown!
  2. Facebook: Friendless, But Still Formidable!
  3. Netflix: The Future of Entertainment or House of Cards?
  4. Alphabet Soup: Google is Alpha, but where are the Bets?
  5. Amazon: Glimpses of Shoeless Joe!

Saturday, April 7, 2018

Come easy, go easy: The Tech Takedown!

If there is one thing that I have learned about markets over the years, it is that they have a way of leveling egos and cutting companies and investors down to size. The last three weeks have been humbling ones for tech companies, especially the big four (Facebook, Amazon, Netflix and Alphabet or FANG) which seemed unstoppable in their pursuit of revenues and ever-rising market capitalizations, and for tech investors, many of whom seem to have mistaken luck for skill. Not surprisingly, some of the cheerleaders who were just a short while ago telling us that nothing could go wrong with these companies are in the midst of a mood shift, where they are convinced that nothing can go right with them. As Mark Zuckerberg gets ready to testify to Congress, amidst calls for both regulating and perhaps even breaking up tech companies, it is time to take a sober look at where we stand with these companies, what the last three weeks have changed and the consequences for investment decisions.

The Rise of Facebook, Amazon, Netflix and Google (FANG)
The outsized attention paid to the FANG (Facebook, Amazon, Netflix and Google) stocks sometimes obscures how young these companies are in the public market place. Amazon, a company that I valued as an online, book retailer in 1998, a year after its listing, is the granddaddy of the group. The Google IPO , remembered primarily because of its use of a Dutch auction, instead of a banker, to set its offering price was in 2004, but you probably completely missed the Netflix IPO two years earlier in 2002, and Facebook, the youngest of the four, went public in 2012. The growth in market capitalization at these companies is the stuff of investing legend and the table below shows how they have almost tripled their contribution to the overall market capitalization of the S&P 500 between 2012 and 2017 (with all numbers in billions of US $):

At the end of the 2017, Amazon, Google and Facebook were three of the ten largest market capitalization companies in the world.

The role that the FANG companies have played in driving US equities can be best seen with a different lens, by looking at the total change in the market capitalization of the S&P 500 and how much of that change can be attributed to the rising values of just these four companies:

To add weight to these numbers, consider these facts. The four companies that comprise FANG added almost $1.7 trillion in market capitalization over these five years and accounted for one-sixth of the increase in value for the entire index. Put simply, if you were a large-cap US portfolio manager and you held none of these stocks between 2013-2017, it would have been very, very difficult, if not impossible, to beat the S&P 500 over this period.

A Reversal in Fortunes for the FANG stocks
It is the sustained success of these companies that has made the last few weeks so trying for investors in them and so unsettling for market watchers. While these stocks went through the same ups and downs that the rest of the market was going through in February, it was in the middle of March that they became the central story, with the revelations from Cambridge Analytica, a data analytics and consulting firm, that they had harvested data on about 50 million Facebook users (a number that has since been increased to 87 million) for use in political and commercial campaigns. The political firestorm that followed has not only hurt Facebook, but the other three companies as well, and the graph below chronicles the damage in the days since the news story was released:

The numbers are staggering, at least in absolute terms. Collectively, the FANG stocks  lost $282 billion in market capitalization between March 15 and April 2 and contributed significantly to the drop in US equity markets over that period. To put that in perspective, the market capitalization lost in just these four companies in about two weeks was greater than the total value all crypto currencies (Bitcoin and all its relatives) as of the start of April of 2018, perhaps suggesting that we have been letting ourselves get distracted by penny change, when dollars are at stake. It is also interesting that while much of the attention has been directed at Facebook, which lost 15% of its value in just over two weeks, the three other stocks each lost about 12% of their value.

Speaking of perspective, though, investors in these four stocks should consider another fact before they complain too much about being punished by the market. Even with the losses through April 2 incorporated, the collective market value of these companies remains about $400 billion higher than it was a year ago, on April 3, 2017. 

The bottom line is that two weeks of market pull backs cannot take away from the longer term success at these companies. If this is what failure looks like, I would love to see more of it in my portfolio.

The Fang Story Line
To understand both the rise and recent pullback, let's look at what these four companies have in common. As I see it, here are the salient features:
  1. Scaling Success: Each of these companies has been able to keep revenue growing rapidly, even as they scale up and acquire larger market share. In effect, they have been able to deliver small company growth rates, while becoming monoliths.
    This success of these companies at delivering high growth, as they have become bigger, have some led some to rethink long-held beliefs about the limits of growth.
  2. Bigger Slice of a Bigger Pie: All four of these companies have also been able to change the businesses that they have entered, increasing the size of the total market by attracting new customers, while also changing the way business is run to their benefit. With Google and Facebook, that business is advertising, with Netflix, it is entertainment, and with Amazon, it is just about any business it enters, from retailing to entertainment to cloud services. In each of these businesses, they have not only made the pie bigger but also increased their slice of it, quite a feat!
  3. Promise of Profitability: Alphabet and Facebook are money-making machines, with very high profit margins; Facebook's margins are among the highest among large market capitalization companies and Google's are in the top decile.
    Amazon has lagged on profitability historically, but it seems to be showing progress in the last few years, and Netflix still struggles to generate decent profit margins. The low margins that these companies show are deceptively low because they are low, after expensing what would be business building or capital expenditures in most other companies - $22.6 billion in technology and content at Amazon and almost $8 billion in content costs at Netflix. 
If, in 2008, you had described the trajectories that these companies would go through, to get to where they are today, I would have given you long odds on it happening. To the question of how they pulled it off, I would point to three factors;
  1. Centralized Power: These companies are more corporate dictatorships, than corporate democracies. All four of these companies continue to be run by founder/CEOs, whose visions and narratives have focused these companies; Brin and Page, at Alphabet, Zuckerberg, at Facebook, Bezos at Amazon and Hastings at Netflix, have unchallenged power at these companies, and the only option that shareholders who disagree with them have is to sell and move on. 
  2. Big Data: While big data is often a buzz word thrown into conversations where it does not belong, these four companies epitomize how data can be used to create value. In fact, you can argue that what Google learns from our search behavior, Facebook from our social media interactions, Netflix from our video watching choices and Amazon from our shopping carts (and Alexa) is central to these companies being able to scale up successfully and change the businesses they are in. Google and Facebook use what they learn about us to allow companies to target their advertising, Netflix develops content that reflects our watching preferences and Amazon uses our shopping history and Prime membership to run circles around its competitors.
  3. Intimidation Factor: There is one final intangible in the mix and that is the perception that these companies have created in regulators, customers and competitors that they are unstoppable. Advertisers facing off against Google and Facebook increasingly settle for crumbs off the table,  convinced that they cannot take on either company frontally, the entertainment business which once viewed Netflix as a nuisance has learned not only to live with the company but has adapted itself to the streaming world and Amazon's entry into almost any business seems to lead to a negative reassessment of the status quo in that business.
In short, if you were an investor in any of these companies until three weeks ago, the story that you would have used to justify holding them would have been that they were juggernauts headed for global domination, and valued accordingly.

Story Break, Recalibration or Tweak?
If you have read my prior posts on valuation, you know that I am a great believer that stories hold together valuations, and that it is changes to stories that change valuation. It is still early, but the question that investors face is whether what has happened in the last three weeks has changed the story dynamics fundamentally at these companies.  At the very minimum, we have at least noticed that the strengths that we noted in the last section come with accompanying weaknesses
  1. CEO heads cannot roll: Unlike traditional companies facing crises, where CEOs can be offered by a board of director as a sacrificial offering to calm investors, regulators or politicians, the FANG companies and their CEOs are so intertwined, with power entrenched in the current CEOs, this option is off the table. Even if Mark Zuckerberg performs like Valeant's Michael Pearson did in front of a congressional committee next week, he will still be CEO for the foreseeable future, an advantage that having voting shares and controlling more than 50% of the voting rights gives him.
  2. The Dark Side of Sharing: I don't know what we, collectively as users of these companies' products and services, thought they were doing with all of the information that we were sharing so willingly with them, but until the last few weeks, we were able to look the other way and assume that it would be used benevolently. The Facebook fiasco with Cambridge Analytica has pushed some of us out of denial and perhaps into a reassessment of how we share data and how that data is used. It has also created a firestorm about data sharing and privacy that may result in restrictions in how the data gets used.
  3. No Friends: When other companies feel threatened by your success and growth, it should come as no surprise that many of them are cheering, as you stumble. From Elon Musk shutting down Tesla's Facebook presence] to Tim Cook castigating Google and Facebook for misusing data, there seems to be a desire to pile on. Musk has far bigger problems at Tesla than it's Facebook page, and Cook should be careful about throwing stones from a glass house, but watching the FANG companies squirm is evoking joy in the boardrooms of its competitors.
So, what now? As I see it, there are three ways to read the tea leaves, with the effects on value ranging from very negative to non-existent.

  1. Second Thoughts on Sharing: It is possible that the news stories about how exposed we have left ourselves, as a consequence of our sharing, will lead us to all to reassess how much and how we interact online. That would have significant consequences for all of the FANG stocks, since their scaling success and business models depend upon continued user engagement. 
  2. Tempest in a teapot: At the other end of the spectrum, there are some who argue that after the Zuckerberg testimony, the story will blow over and that not only will the companies revert back to their old ways, but that they will continue to accumulate users and grow revenues, while doing so.
  3. Data Protections: The third possibility lies somewhere between the first two. While the news stories may have little effect on how people use these companies' products and services, there may be new restrictions on how the data that is collected from their usage is utilized by the companies. That would include not only privacy restrictions, similar to those already in place in the EU, but also regulations on how the data is collected, stored and shared. In addition, the companies themselves may feel pressure to change current business practices, which while profitable, have left data vulnerabilities. 
I don't buy into either of the first two scenarios. I think that we are too far gone down the sharing road to reverse field, and that while we will have a few high profile individuals signal their displeasure by abandoning (or claiming to abandon) a platform, most of us are too attached to Google search, our Facebook friends, watching Black Mirror on Netflix and the convenience of Prime to throw them overboard, because our privacy has been breached. In fact, I would not be surprised if Facebook usage has gone up in the days since the crisis, rather than down. 

I also think that assuming that these stories will pass with no effect is a mistake, since there are changes coming to these firms, from within and without, that will have value consequences. To illustrate, Facebook has already announced that it will stop using data from third party aggregators to supplement its own data in customer targeting, because of data concerns, and I am sure that there are more changes  coming, many of which will increase Facebook's costs and crimp revenue growth, and through those changes, the value that we attach to Facebook. I also believe that you will see more restrictions on the use of data and that these rules will also have an effect on costs, growth and value. Rather than extend this post further, by looking at the impact of these changes, I will be using my next post to update my stories and valuations of Facebook, Amazon, Netflix and Google. If you want a preview, suffice to say that I am back to being a Facebook shareholder, that I am close to becoming a Google shareholder for the first time and that Amazon and Netflix remain out of my reach. 

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Blog Posts on Tech Takedown
  1. Come easy, go easy: The Tech Takedown!
  2. Facebook: Friendless, But Still Formidable!
  3. Netflix: The Future of Entertainment or House of Cards?
  4. Alphabet Soup: Google is Alpha, but where are the Bets?
  5. Amazon: Glimpses of Shoeless Joe!

Friday, March 23, 2018

Spotify Loose Ends: Pricing, User Value and Big Data!

In my last post, I valued Spotify, using information from its prospectus, and promised to come back to cover three loose ends: (1) a pricing of the company to contrast with my intrinsic valuation, (2) a valuation of a Spotify subscriber and, by extension, a subscriber-based valuation of the company, and (3) the value of big data, seen through the prism of what Spotify can learn about its subscribers from their use of its service, and convert to profits.

1. The Pricing of Spotify
I won't bore you by going through the full details of the contrast that I see between pricing an asset and valuing it, since it has been at the heart of so many of my prior posts (like this, this and this). In short, the value of an asset is determined by its expected cash flows and the risk in these cash flows, which you can estimate imprecisely using a discounted cash flow model. The price of an asset is based on what others are paying for similar assets, requiring judgments on what comprises similar.  My last post reflected my attempt to attach an intrinsic value to Spotify, but the pricing questions for Spotify are two fold: the companies that investors in the market will compare it to, to make a pricing judgment, and the metric that they will base the pricing on.

Let's start with the simplest version of pricing, a one-on-one comparison. With Spotify, the two companies that are likeliest to be offered as comparable firms are Pandora, a company that is in the same business (music streaming) as Spotify, deriving its revenues from advertising and subscription, and Netflix, a company that is also subscription-driven, and one that Spotify would like to emulate in terms of market success. Since Spotify and Pandora are reporting operating losses, there are only three metrics that you can scale the pricing of these companies to: the number of subscribers, total revenues and gross profits. I report the numbers for all three companies in the table below, in conjunction with the enterprise values for Pandora and Netflix:
For Pandora and Netflix, the numbers for users and revenues/profits come from their most recent annual reports for the year ending December 31, 2017, and for Spotify, the numbers are from the prospectus covering the same year. To use the numbers to price Spotify, I first estimate pricing multiples for Pandora and Netflix. and then use these multiples on Spotify's metrics:
To illustrate the process, I price Spotify, relative to Pandora and based on subscribers, by first computing the enterprise value/subscriber for Pandora (EV/Subscriber= 1135/74.70 = 15.19). I then multiply this value by Pandora's total subscriber count of 159 million to arrive at a pricing of $2,416 million for Spotify. I repeat this process for Netflix, and then repeat it again with both companies, using revenues and gross profit as my scaling variables. The table of pricing estimates that I get for Spotify explains why those who are bullish on the company will try to avoid comparisons to Pandora and encourage comparisons to Netflix. If, as is rumored, Spotify's equity is priced at between $20 and $25 billion, it will look massively over priced, if compared to Pandora, but be a bargain, relative to Netflix. As you can see, each of these comparisons has problems. Spotify not only has a more subscription-based revenue model than Pandora, yielding higher overall revenues, but its more global presence (than Pandora) has insulated it better from competition from Apple Music. Netflix has an entirely subscription-based model and generates more revenues per subscriber, while facing less intense competition.  The bottom line is that the pricing range for Spotify is wide, because it depends on the company you compare it to, and the metric you base the pricing on. That may come as no surprise for you, but it will explain why there will wide divergences in pricing opinion when the stock first starts to trade, resulting in wild price swings. If you are not adept at the pricing game, and I am not, you should stay with your value judgment, flawed though it might be. I will consequently stick with my intrinsic value estimate for the equity in the company.

2. A Subscriber-Based Valuation of Spotify
Last year, I did a user-based valuation of Uber and used it to understand the dynamics that determine user value and then to value Amazon Prime. That framework can be easily adapted to value Spotify subscribers, both existing and new. To value Spotify's existing subscribers, I started with the base revenue per subscriber and content costs in 2017, made assumptions about growth in each item and used a renewal rate of 94.5%, based again upon 2017 numbers (all in US dollar terms):
Download spreadsheet
Note that revenues/subscriber grow at 3% a year, faster than the growth rate of 1.5%/year in content costs, reducing content costs to 70% of subscriber revenues in year 10, consistent with the assumption I made in the top down valuation in the last post. The value of a premium subscriber, allowing for the churn in subscriptions (only 43% make it through 15 years) and reduced content costs, is $108.65, and the total value of the 71 million premium subscriptions works out to about $7.7 billion.

To estimate the value of new users, I first had to estimate how much Spotify was spending to acquire a new user. To obtain this value, I took the total marketing costs in 2017 (567 million Euros or $700 million) and divided that by the number of new subscribers added in 2017:
Cost of acquiring new user = 700 / (71 - 48*.945) = $27.30
While the number of premium subscribers grew from 48 million to 71 million, I reduced the former value by the churn reported (5.5% of subscribers canceled in 2017). The value of new subscribers then can be computed, assuming that the number of net subscribers grows 25% a year from years 1-5, 10% a year from years 6-10 and 1% a year thereafter (The weakest link in this calculation is the churn rate, which as some of you pointed out is measured in monthly terms. I read this section of the prospectus multiple times to get a better sense of renewal and cancellation rates and here is what I get out of that reading. If the true monthly churn rate is 5.5%, the annual churn rate should more than 50%, meaning that 25 million of the 48 million subscribers that Spotify had at the start of the year left during the year. I don't think that happened, because the total subscribers would not have jumped to 71 million. My guess is that the monthly churn rate reflects how new subscribers become established subscribers, with many trying the service for a month, dropping it, and then coming back again. The annualized churn rate is probably closer to 15%-20% overall and much lower for established Spotify subscribers. I considered using a lower renewal rate in the early years and increasing it in later years, but gave up on it since my information is still hazy. I do believe that will be a key factor in whether Spotify can deliver value, and while the trend lines on the churn rate are good, they need to make their subscribers as sticky as Netflix has made its subscribers.)
Download spreadsheet
In valuing the cash flows from new users, I use a 10% US$ cost of capital, the 75th percentile of global companies, reflecting the higher risk in this component of Spotify's value, and derive a value of about $13.6 billion for new users. (I thank the readers who noticed that I was misestimating my subscriber count, starting in year 2. The numbers should now gel, with the growth rate in net subscribers matching up.)

Spotify does get about 10% of its revenues from advertising, and I will assume that this component of revenue will persist, albeit growing at a lower rate than premium subscription revenues; the revenues will grow 10% a year for the next ten year and content costs attributable to these revenues will also show the same downward trend that they do with premium subscriptions. The value of the advertising revenues is shown to be about $2.9 billion:
Download spreadsheet
The final component of value is mopping up for costs not captured in the pieces above. Specifically, Spotify has R&D and G&A costs that amounted to 660 million Euros in 2017 (about $815 million), which we assume will grow 5% a year for the next 10 years, well below the growth rate of revenues and operating income, reflecting economies of scale. Allowing for the tax savings, and discounting at the median cost of capital (8.5%) for a global company, I derive a value for this cost drag:
Download spreadsheet
The value for Spotify, on a user-based valuation, can then be calculated, adding in the cash balance (1,5091.81 million Euros or $1,864 million) and a cross holding in Tencent Music that I had overlooked in my DCF (valued at 910 million Euros or $1,123 million), and netting out the equity options outstanding (valued at 1344 million Euros or $1660 million):
Download spreadsheet
The operating asset value is slightly lower than the value that I obtained in my top-down DCF (by about a billion), and there are two reasons for the difference. The first is that I did not incorporate the benefits of the losses that Spotify has to carry forward (approximately $1.7 billion) in my subscriber-based valuation, with the resulting lost tax benefit at a 25% tax rate, of about $300 million. The second reason is that I used a composite cost of capital of 9.24% on all cash flows in top down valuation, whereas I used a lower (8.5%) cost of capital for existing users and a higher (10% cost of capital) for new users; that translates into about $600 million in lower value. The value of equity in common stock, the number that will be most directly comparable to market capitalization on the day of the offering, is $19.6 billion.

3. The Big Data Premium?
There is one final component to Spotify's value that I have drawn on only implicitly in my valuations and that is its access to subscriber data. As Spotify adds to its subscriber lists, it is also collecting information on subscriber tastes in music and perhaps even on other dimensions. In an age where big data is often used as a rationale for adding premiums to values across the board, Spotify meets  the requirements for a big data payoff, listed in this post from a while back. It has exclusivity at least on the information it collects from its subscribers on their musical tastes & preferences and it can adapt its products and services to take advantage of this knowledge, perhaps in helping artists create new content and customizing its offerings. That said, I do no feel the urge to add a premium to my estimated value for three reasons:
  1. It is counted in the valuations already: In both my top down and user-based valuations, I allow Spotify to grow revenues well beyond what the current music market would support and lower content costs as they do so. That combination, I argued, is a direct result of their data advantages, and adding a premium to my estimated valued seems like double counting.
  2. Decreasing Marginal Benefits: The big data argument, even if based on exclusivity and adaptive behavior, starts to lose its power as more and more companies exploit it. As Facebook reviews our social media posts and tailors advertising, Amazon uses Prime to get into our shopping carts and Alexa to track us at home, and uses that data to launch new products and services and Netflix keeps track of the movies/TV that we watch, stop watching and would like to watch, there is not as much of us left to discover and exploit.
  3. Data Backlash: Much as we would like to claim victimhood in this process, we (collectively) have been willing participants in a trade, offering technology companies data about our private lives in return for social networks, free shipping and tailored entertainment. This week, we did see perhaps the beginnings of a reassessment of where this has led us, with the savaging of Facebook in the market. 
The big data debate has just begun, and I am not sure how it will end. I personally believe that we are too far gone down this road to go back, but there may be some buyers' remorse that some of us are feeling about having shared too much. If that translates into much stricter regulations on data gathering and a reluctance on our part to share private data, it would be bad news for Spotify, but it would be worse news for Google, Facebook, Netflix and Amazon. Time will tell!
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Friday, March 16, 2018

Stream On: An IPO Valuation of Spotify!

In the last few weeks, we have seen two high profile unicorns file for initial public offerings. The first out of the gate was Dropbox, a storage solution for a world where gigabyte files are the rule rather than the exception, with a filing on February 23. Following close after, on February 28, Spotify, positioning itself as the music streaming analog to Netflix, filed its prospectus. With it's larger potential market capitalization and unusual IPO structure, Spotify has attracted more attention than Dropbox, and I would like to focus this post on it.

Spotify: The Back Story
Spotify was founded in 2008 in Sweden, by Daniel Ek and Martin Lorentzon, as a music streaming service. The timing was opportune, since the company caught and contributed to a shift in the music business, as users have moved away from paying for physical (records, CDs) to digital, as evidenced in the graph below:
Source: IFPI
Note that not only has the move towards streaming, in proportional terms, been dramatic, but disruption has come with pain for the music business, with a drop in aggregate revenues from $24 billion in 1999 to about $16 billion in 2016.  In a bright spot, revenues have started rising again in 2016 and 2017, and it is possible that the business will rediscover itself, with a new digital model. Spotify was not the first one in the business, being preceded by both Pandora and Soundcloud, but its success is testimonial to the proposition that the spoils seldom go to the first movers in any business disruption.

The Spotify business model is a simple one. Listeners can subscribe to a free version, with limited customization features (playlists, stations etc.) and online ads. Alternatively, they can subscribe to a premium version of the service, paying a monthly fee, in return for a plethora of customization options, and no ads. The company's standard service cost $9.99/month in the United States in 2018, with a family membership, where up to six family members living at the same address, can share a family service for $14.99/month, while preserving individualized playlists and stations. Prices vary globally, ranging from a high of $16.94 in the UK (for standard service) to much lower prices in Eastern Europe and Latin America. (You can check out the variations in this fascinating link that reports the prices across the world for Spotify, in dollar terms.) Spotify pays for its music content, based upon how often a song is streamed, but the rates vary depending on whether it is on the free or premium service and where in the world, creating some complexity in how it is computed.  To get a sense of where Spotify stands right now and how it got there, I looked the prospectus, with the intent of catching broad trend lines. I came up with the following:

  1. Explosive Growth: Spotify is coming off a growth burst, especially since 2015, in both number of users and revenues, as can be seen in the graph below. Revenues have increased from 1.94 billion Euros to 4.09 billion Euros, reflecting both a growth in subscribers from 91 million to 159 million, and a change in the composition, with premium members climbing from about 31% of total subscribers in 2015 to 45% of subscribers in 2017.
    Source: Spotify Prospectus
  2. Subscription Revenue dominates Ad Revenue: Spotify's focus on improving its premium subscriptions is explained easiest by looking at the breakdown of revenues each year, where subscription revenues have accounted for 90% of revenues each year from 2015 to 2017. The one discordant note is that average revenue per premium subscriber has dropped over the same period 7.06 Euros/month to 5.24 Euros/month, a change that the company ascribes to family memberships, but a problematic trend nevertheless:
    Source: Spotify Prospectus
  3. Content Costs are coming down: While Spotify insists that it is not scaling back payouts to music labels and artists, the company has been able to lower its content costs as a percent of revenues each year from 88.7% of revenues in 2015 to 79.2% of revenues in 2017. In fact, Spotify has conveyed to investors that its intent is to earn gross margins of 30%-35%, implying that it sees content costs dropping to 65%-70% of revenues. There is an inherent tension here between what Spotify has to convince its investors it can do and what it tells the music industry  it is doing and the tension will only intensify, after the company goes public.
    Source: Spotify Prospectus
  4. Other costs are trending up: There are three other buckets of cost at Spotify -R&D, Selling & Marketing and G&A- and these costs are not only growing but eating up larger proportion of revenues. If there are economies of scale, as you would expect in most businesses,  they are not manifesting themselves in the numbers yet. The collective load of these expenses are creating operating losses, and while margins have become less negative, it is primarily through the content cost controls.

    Source: Spotify Prospectus

At this stage of its story, Spotify is a growth company with lots of potential (no irony intended) but lots of rough spots to work out.

The Spotify IPO
I have posted ahead of IPOs for many companies in the last decade, ranging from Facebook to Twitter to Alibaba to Snap, but Spotify's IPO is different for two reasons:
  1. No Banks: In a typical IPO, the issuing company seeks out an investment bank, which not only sets an offering price (backed up by a guarantee) but also creates a syndicate with other banks  to market the IPO, in roadshows and private client pitches. The Spotify IPO will dispense with the bankers and go directly to the market, letting demand and supply set the price on the opening day.
  2. Cashing Out: In most IPOs, the cash that comes in on the offering, from the shares that are bought by the public, is kept in the company, either to retire existing financing that is not advantageous to the firm, or to cover future investment needs. Spotify is aiming to raise about $1 billion from its offering, but none of it will go to company. Instead, existing equity investors in the company will be receiving the cash in return for their holdings.
As a potential investor, I am less concerned about the "no banker" part of the IPO than I am by the "cash out:" part of the transaction: 


  • No bankers, no problem: I think that the banking role in IPOs is overstated, especially for a company as high profile as Spotify. Bankers don't value IPOs; they price them, usually with fairly crude pricing metrics, though they often reverse engineer DCFs to back up their pricing. Their guarantee on the offering price is significantly diluted in value by the fact that they set offering prices 10% to 15% below what they think the market will bear, and their marketing efforts are more useful in gauging demand than in selling the securities. From an investor perspective, there is little that I learn from road shows that I could not have learned from reading the prospectus, and there is almost as much disinformation as information meted out as part of the marketing.
  • Control or Growth: I find it odd that a company like Spotify, growing at high rates and losing money while doing so, would turn away a billion in cash that could be used to cover its growth needs for the near future. The cashing out of existing owners sends two negative signals.  The first is that they (equity investors who cash out) do not feel that staying on as investors in the company, as a publicly traded entity, is worth it. Since they have access to data that I don't, I would like to know what they see in the company's future. The second is that the structure of the share offering, with voting and non-voting shares, indicates a consolidation of control with the founders, and the offering may provide an opportunity to get rid of dissenting voices.

My Spotify Valuation
In keeping with my view that you need a story to provide a framework for you valuation inputs, and especially so for young companies, I constructed a story for Spotify with the following elements:
  1. Continued (but Slower) Revenue Growth: Spotify's success in scaling up over the last three years also sets the stage for a slowing down of growth in the future, with competition for Apple Music (backed by Apple's deep pockets) contributing to the trend. A combination of increases in subscriber numbers and a leveling off and even a mild increase in subscription per member will translate into a revenue growth of 25% a year for the next five years, scaling down to much lower growth in the years after. Since I am projecting revenues for Spotify in 10 years that are larger than the reported global music business revenues today, implicit in this story is the assumption that the music business overall has turned the corner and that aggregate revenues will not only continue to post increases like they did in 2016 and 2017, but that streaming will be the savior of the music business, allowing it expand its reach into emerging markets and pick up more paying customers. 
  2. With Reduced Content Costs: Spotify's entire value proposition rests on improved operating margins and a large portion of the improvement has to come from continuing to reduce content costs as a percent of revenues. Since Spotify pays for its content based upon song streams, those savings have to come from either paying less per stream (which is going to and should create push back from labels and artists) or finding ways to create economies of scale on this cost component. In it's defense, Spotify can point to its track record from 2015 to 2017 in reducing content costs. I assume that they can reduce content costs to 70% of revenues, while finding a way to keep artists and labels happy. That is not going to be an easy balance to maintain, especially with the top artists, as evidenced by Taylor Swift's and Jay-Z's decisions to pull their music from Spotify. (I have been told that they have reversed their decisions, but this fight is ongoing.)
  3. And Economies of Scale on Other Costs: Of the three other costs, the marketing expenses are the ones most likely to scale down as growth declines, but for Spotify to deliver solid operating margins, it also has to bring R&D costs and G&A costs under control. I may be over optimistic on this front, but here is what my projected values yield for my target operating margin (ten years from now):
  4. With Limited Capital Investments: Spotify's business model is built for scaling, with little need for capital reinvestment, except for R&D. Consequently, I assume that small capital investments can generate large revenues, using a sales to capital ratio of 4.00 (putting it at the 90th percentile of global companies) to estimate reinvestment.
  5. Manageable Operating Risk but Significant Failure Risk: Spotify's subscription based model and low turnover rate among subscribers does lend some stability to revenues, though adding more subscribers and going for growth is a riskier proposition. Overall, allowing for their business mix (90% entertainment, 10% advertising) and their global mix of revenues yields a  cost of capital of 9.24%, at the 80th percentile of global companies; the firm is planning to convert much of its debt into equity at the time of the IPO, giving it a equity dominated capital structure. However, the company is still young, losing money and faces deep pocketed competition, suggesting that failure is a very real possibility. I assume a 20% chance of failure, with failure translating into selling the company to the highest bidder at half of its going concern value.
  6. Loose Ends: To estimate equity value in common shares, I add the cash balance of the company of 1.5 billion Euros and a cross holding in Tencent Music (valued at 910 million Euros), ignore the proceeds from the IPO because of the cash-out structure and net out the value of 20.82 million options/warrants outstanding, with an average strike price of 42.56 Euros per share. Dividing the equity value of 16.5 billion Euros by 177.17 million shares (including restricted shares) yields a value per share of 93.40 Euros per share or $115.31. The shares that you will be buying will be non-voting, implying a discount on this number, though how much you discount it will depend on how much you like and trust the company's founders.
The entire picture, with the story embedded in it, is shown below. You can also download the spreadsheet here. (The base year numbers in the prospectus were all in Euros, but all of the valuation inputs (growth, cost of capital) are in US dollars, making it a US dollar valuation. In hindsight, I should have restated the base year numbers in US dollars. While it would not have changed the valuation, it would have reduced currency confusion. Alternatively, I could have valued the company entirely in Euros, with lower growth rates and costs of capital, and arrived at Euro valuation that yield roughly similar results):
Download spreadsheet
It goes without saying, but I will say it anyway, that I made lots of assumptions to get to my value and that you may (and should) disagree with me or some or even all of these assumptions. You are welcome to download the spreadsheet that contains my valuation of Spotify and make it your own.

Bottom Line
There are three elements missing in this post. First, I have argued in my prior IPO posts that what happens after initial public offerings is more of a pricing game than a value game. To those of you who want to play that game, I don't think that this post is going to be very helpful. In my next post, I will look at how best to price Spotify, why you will hear pessimists about the company talk a lot about Pandora and optimists about Netflix. Second, there is the argument that top down valuations, like the one in this post, are ill equipped to value user or subscriber based companies. I will also use the user-based model that I introduced last year to value an Uber rider and an Amazon Prime member to value a Spotify subscriber. Finally, there is the lurking question of what Spotify is learning about its subscriber music tastes and how that data can be used to not only modify its offerings but perhaps create content that is more closely tailored to these tastes. That too has to wait for the next post.

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