A Financial and Strategic Analysis of Amazon.com Inc. MBA 298: Management Project Instructor: Dr. K.C. Chen Student: Thomas Eble Date: 01 December 2015 Table of Contents 1. Introduction ............................................................................................................................. 1 2. Amazon.com ............................................................................................................................ 2 3. 4. 5. 2.1. Amazon’s Business Model ................................................................................................ 3 2.2. Amazon’s Industry and Competition................................................................................. 4 The Financial Model ............................................................................................................... 6 3.1. Introduction to Financial Modeling ................................................................................... 6 3.2. Step-by-Step Guide to develop a Financial Model ............................................................ 8 3.2.1. Estimating Revenues .............................................................................................. 11 3.2.2. Estimating COGS and SG&A ................................................................................ 15 3.2.3. Estimating Financing Costs and Income Tax Expense........................................... 22 3.2.4. Modeling the Balance Sheet based on the Income Statement ................................ 26 3.2.5. Estimating CapEx and Finalizing the Financial Statements ................................... 29 3.3. Some Technical Notes on the Input Sheets ..................................................................... 33 3.4. Some Technical Notes on the Estimate Sheets ................................................................ 34 Enterprise Value Multiples .................................................................................................. 37 4.1. Introduction to Relative Valuation Models ..................................................................... 37 4.2. Enterprise Value vs. Equity Value .................................................................................. 40 4.3. Basic vs. Diluted Shares Outstanding.............................................................................. 43 4.4. Valuation Metrics and Multiples ..................................................................................... 46 Public Comparable Company Analysis .............................................................................. 49 5.1. Our Valuation Approaches .............................................................................................. 49 5.2. Introduction to Public Comparable Company Analysis .................................................. 51 5.3. Finding Comparable Companies ..................................................................................... 52 6. 7. 8. 9. 5.4. Some Technical Notes ..................................................................................................... 53 5.5. Looking at Amazon’s Numbers ....................................................................................... 55 Precedent Transactions Analysis ......................................................................................... 59 6.1. Introduction to Precedent Transactions Analysis ............................................................ 59 6.2. Finding Comparable Transactions ................................................................................... 59 6.3. Some Technical Notes ..................................................................................................... 61 6.4. Looking at Amazon’s Numbers ....................................................................................... 63 Cost of Equity and WACC ................................................................................................... 65 7.1. Cost of Equity - Risk-Free Rate and Market Risk Premium ........................................... 65 7.2. Cost of Equity - Systematic Risk (Beta) .......................................................................... 66 7.3. WACC - Cost of Debt ..................................................................................................... 71 7.4. WACC - Market Value Weights and Calculation ........................................................... 72 Discounted Cash Flow Analysis ........................................................................................... 73 8.1. In Theory - The Enterprise Discounted Cash Flow Model ............................................. 73 8.2. In Practice - Which DCF Model should be used? ........................................................... 76 8.3. Unlevered Free Cash Flow - Operating Assumptions ..................................................... 79 8.4. Unlevered Free Cash Flow - Calculation Methodology .................................................. 80 8.5. Continuing Value and Present Value Calculations.......................................................... 81 8.6. Implied Price per Share and Sensitivity Analysis ........................................................... 84 Conclusion .............................................................................................................................. 87 10. References .............................................................................................................................. 89 11. Appendices ............................................................................................................................. 94 11.1. Tables and Charts ......................................................................................................... 95 11.2. Financial Model Quick Steps ..................................................................................... 105 11.3. Amazon’s Strategic Analysis ..................................................................................... 110 1. Introduction The intention of this paper is to analyze the stock of Amazon.com Inc., subsequently simply called Amazon, from an investor’s point of view. In doing so, we will perform a comprehensive financial analysis, by first building a detailed operating model to forecast Amazon’s future financial statements, and then valuing its stock using several methods, including public company comparables, precedent transactions, and discounted cash flow analysis. Based on this, we will then issue a recommendation to either buy, hold, or sell the stock. However, to yield meaningful results, any financial analysis should be accompanied by a strategic analysis, which studies a company’s business models and competitive advantages, as well as the macroeconomic environment, industry fundamentals, and competitors to assess the potential for future revenue growth and profitability. Due to the limited scope of this paper, the focus lies on the financial analysis with only a brief strategic analysis in the beginning to provide the reader with some basic background information on Amazon. For further reference, a detailed strategic analysis is provided in the Appendix. Also, to enable the reader to fully understand the structure and methodology of the paper, several key points should be mentioned beforehand. To begin with, after this introduction and a brief strategic overview of Amazon, the paper will be split into two parts: The first part deals with building Amazon’s financial model, whereas the second part deals with valuing Amazon’s stock, based on the inputs from the financial model. Next, in the interest of simplification, theoretical concepts will mainly but not exclusively be based on four carefully selected sources: Kaplan’s (2013 and 2014) books to prepare for the Chartered Financial Analyst (CFA) designation, which provide basic explanations and more conceptual knowledge. Damodaran’s (2012) and Koller, Goedhart and Wessels’ (2010) books on investment valuation, which provide more detailed explanations that are widely used by practitioners and academics. And finally, Pignataro’s (2013) book on financial modeling, which provides a hands-on step-by-step guide to financial modeling. Based on these theoretical concepts, we also aim to provide a practical approach to business valuation, as all too often there is a huge gap between what theory suggests to do and what equity 1 analysts actually do in practice. To achieve this, we will analyze and compare equity research reports for Amazon from Deutsche Bank Markets Research (2014), Jefferies Equity Research (2014), and UBS Global Research (2014). Additionally, where appropriate, we will use a complete MS Excel valuation spreadsheet of IBM Inc., provided by Deutsche Bank Markets Research (2011). In the light of practical application, the models developed and utilized throughout this report should further be viewed as first-pass models, which intend to illustrate basic concepts instead of going down to the smallest details. Regarding the financial data used throughout this report, it should be noted that in a professional setting one would most likely not use public sources like Yahoo Finance or Morningstar, even though they typically provide credible information. Instead, financial data providers like Bloomberg, Reuters, or Factset would be used to gather more accurate, standardized, and timely data on markets and companies in an efficient manner. Lastly, regarding the writing style of this paper we adopted the approach that investment banks commonly use in their equity research reports. More precisely, from a grammatical perspective they use the first-person plural to explain their house view with phrases like “we think” or “it is our expectation”, for example. 2. Amazon.com This section will take a closer look at Amazon’s business model and the industries it operates in to provide some background for the following two main parts of this report. As will be discussed more detailed in later sections, the strategic analyses briefly summarized in this section are key inputs for the following financial model and valuation methods. However, they are also extremely time-consuming and require considerable experience, especially with regard to industry fundamentals and overall business dynamics. Therefore, unless otherwise noted, this section will mostly draw on professional reports from S&P Capital IQ (2015), Morningstar (2015b), Value Line (2015), as well as Amazon’s (2015) latest annual report. For further reference, a more detailed strategic analysis of Amazon is provided in the appendix of this report. While we will primarily focus on insights from the above mentioned sources, we highly recommend using the information contained in the appendix to complement the analysis. 2 2.1. Amazon’s Business Model To start with, Amazon.com was founded by current CEO and Chairman Jeffrey P. Bezos in 1994, and is among the world’s highest-grossing online retailers with $89 billion in revenue in 2014. The company is headquartered in Seattle, Washington, and is listed on the NASDAQ Global Select Market under the symbol “AMZN” since its initial public offering in 1997. In 1995, Amazon opened its virtual doors to become “Earth’s Biggest Bookstore” and “Earth’s Most Customer-Centric Company”. Starting with books, the company has since then expanded into a broad range of product categories including consumer electronics, media, digital downloads, shoes and apparel, health and beauty, kids and baby, home and garden, as well as auto and industrial. Also, outside the United States, Amazon meanwhile operates in Canada, the United Kingdom, Germany, France, Italy, Spain, Japan, China, Mexico, India, Brazil, Australia, and the Netherlands. Besides expanding its online retail business in terms of additional categories and geographies, Amazon also broadened its range of products and services to not only serve consumers but also sellers, enterprises, and content creators. Regarding consumer products, for example, the company also manufactures electronic devices including the so-called Kindle e-readers, Fire tablets, Fire TVs, Echo, and Fire phones. Additionally, Amazon offers a service called Amazon Prime, which is an annual membership program that includes free shipping, streaming of movies and TV episodes, as well as borrowing e-books for Kindle devices. Overall, the company focuses on a vast selection, lowest prices, and outstanding customer experience by providing easy-to-use functionality, fast and reliable fulfillment, and timely customer service. For example, key features of Amazon’s retail websites include personalized recommendations, customer reviews, secure payment mechanisms, detailed product information, wedding and baby registries, customer wish lists, and content preview of many books. On top of that, through its Merchant and Amazon Marketplace programs, the company allows third-party sellers to offer their products on Amazon’s retail websites or on their own websites, and to fulfill orders through Amazon’s fulfillment service. In doing so, the company earns either fixed fees, revenue share fees, or per-unit activity fees. Similarly, the company serves enterprises through Amazon Web Services (AWS), which offers a variety of cloud computing, database, and 3 analytics services for any type or size of business. Lastly, Amazon serves authors and independent publishers through Kindle Direct Publishing and Amazon Publishing, as well as musicians, filmmakers, or app developers through various programs that allow them to publish and sell content. Amazon manages its operations primarily on a geographic basis, with its two major segments being North America and International. As of 2014, the former accounted for 62% of net sales (60% in 2013), whereas the latter accounted for 38% of net sales (40% in 2013). Since both segments provide similar products and services, they are further subdivided into media products, electronics and other general merchandise (EGM), and other products. Looking at the numbers, media products represented 25% of net sales in 2014 (29% in 2013), electronics and other general merchandise (EGM) composed 68% of net sales (66%), and other products accounted for 7% of net sales (5%). Additionally, Amazon’s business is strongly affected by seasonality, which results in higher sales volume during the fourth quarter, which ends December 31. More precisely, the company reported 33%, 34%, and 35% of annual revenues in 4Q for the years 2012, 2013, and 2014, respectively. 2.2. Amazon’s Industry and Competition As stated in its latest annual report, Amazon’s (2015, p. 3) business model is based on four principles: “Customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking.” By building on these principles, Amazon has developed a range of sustainable competitive advantages and became one of the most disruptive forces in the retailing industry. In fact, Amazon played a major role in the structural shift away from traditional brick-and-mortar retailing, especially in commoditized categories with low switching costs for consumers and intense price competition. While well-known companies like Borders, Linens ‘N Things, or Circuit City already left the industry, names like Barnes & Noble, RadioShack, or Office Depot struggle to match up with Amazon. This trend is further intensified by consolidation among mass merchants like Wal-Mart and direct-to-consumer sales by companies like Apple, for example. However, Amazon still faces intense competition from a variety of players in its rapidly evolving industries. Among them are not only physical retailers and other online retailers, but also companies that manufacture consumer electronics, companies 4 that provide cloud computing and data storage, companies that provide e-commerce services like website development, fulfillment, and payment processing, as well as web search engines, comparison shopping websites, publishers, and other media companies. To defend and further extend its market position, Amazon identifies selection, price, and convenience as the major competitive factors for its retail business, as well as quality, speed, and reliability, for its seller and enterprise services. In fact, Amazon’s strong brand recognition has come to reflects exactly these attributes, which is a rare combination among retailers that combined with its continued efforts to enhance customer experience represents one of Amazon’s major competitive advantages. On top of that, it is the low-cost operation of its online platform that allows the company to charge lower prices and strengthen its competitive position. More precisely, its fulfillment and distribution network is more cost effective and also easier to scale than having a large physical presence like traditional retailers. Additionally, Amazon has cost advantages from current U.S. tax laws, where online retailers only have to collect sales taxes in states where they maintain a physical presence. Another unique advantage over competitors is a so-called network effect, which essentially is a result of Amazon’s low prices, vast selection and user-friendly interface. These attract millions of customers, which in turn either attract other merchants to the Amazon platform or encourage wholesalers and manufacturers selling directly to Amazon. This effect is further intensified through additional services including Amazon Prime, customer reviews and product recommendations, as well as an expanded selection of both physical products and digital content. Looking at Amazon’s growth potential, from 2010 to 2014 the company generated a constant average growth rate (CAGR) of 32% in revenues. Other key top-line metrics, including active users (21% CAGR from 2010 to 2014), total physical and digital units sold (36% CAGR from 2010 to 2014), and third-party units sold (46% CAGR from 2010 to 2014) continue to outpace global e-commerce trends, which indicates that the company also gained market share. Over the next several years, the independent market research company Forrester Research (see Section 11.3 in Appendix) predicts a 9% CAGR of e-commerce sales in the United States, growing from $294 billion in 2014 to $414 billion in 2018. On top of that, internationally growing internet usage provides additional opportunities for e-commerce sales abroad, especially in emerging but also in developed markets. For example, Forrester Research estimated a 11% CAGR of European 5 e-commerce sales from 2013 to 2017, with 18% CAGR in Southern European countries like Italy and Spain. Going forward, the macroeconomic environment should also be supportive with lower gasoline prices likely leading to lower shipping costs, and relatively strong consumer spending translating to growth in online retailing. 3. 3.1. The Financial Model Introduction to Financial Modeling In this section we will discuss how to build a comprehensive financial model, often also called operating model, which is the fundamental building block of investment valuation. Essentially, the goal of financial modeling is to analyze a company’s historical performance and to make accurate predictions of its future performance, which can subsequently be utilized in valuation analysis. Given that one already understands the basic concepts of the three major financial statements, which are the income statement, balance sheet, and cash flow statement, the first step is to understand and model the flows between those three statements. Based on that, one can then analyze the historical financial statements and use own assumption to make projections of future financial statements (Pignataro, 2013). Regarding the structure and complexity of a financial model, many different designs are possible. Koller, Goedhart and Wessels (2010), for example, suggest using an explicit forecast period of 10 to 15 years, which allows a company to reach a steady state. The tradeoff behind these considerations is simple: If the explicit forecast period is too long, it might become difficult to forecast individual line items. On the other hand, a too short explicit forecast period either results in significant undervaluation or requires unrealistically high long-term growth assumptions in the steady state. Therefore, they suggest a detailed forecast, which develops complete financial statements for the earlier years, and a simpler forecast, focusing only on the most important variables for the remaining years. To add even more complexity, a financial model can be based on quarterly or annual financial statements. While most finance textbooks, like Koller, Goedhart and Wessels (2010), Kaplan 6 (2014a), or Pignataro (2013), describe financial modeling on an annual basis, practitioners often also incorporate quarterly financial statements. Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2014), for example, use quarterly data for their historical statements and the first two years of their explicit forecast period, and annual data for the rest of the explicit forecast period of 10 years. The most likely explanation for this is that companies report on a quarterly basis and therefore equity analysts also have to adjust their short-term estimates on a quarterly basis. However, it should be noted that such quarterly estimates only make sense in the short term, since is questionable whether it is possible to accurately predict quarterly financial data 10 years ahead. Besides different time horizons, there are also various approaches to forecasting individual line items in the financial model. As shown in the following sections, cost of goods sold, for example, can simply be modeled as a percentage of sales, or more complex by forecasting significant input prices based on the competitive environment of input producers. Nevertheless, one always has to weigh the benefits of a more complex approach, since a more complex financial model or more complex estimation methods do not automatically result in better forecasts or valuations (Kaplan, 2014a). Koller, Goedhart and Wessels (2010) support this point by noting that instead of becoming engrossed in forecasting individual line items, it is more important to focus on the aggregate results and the proper context. For example, it makes more sense to analyze whether a company’s future return on invested capital (ROIC) is in line with the company’s expected competitive position, than to precisely estimate its accounts receivable 10 years from now. As mentioned above, a basic financial model consists of the three major financial statements. However, depending on the degree of complexity, one could add additional components to allow for more detailed forecasts and support the flows between the major statements. For example, one could add a separate depreciation schedule, working capital schedule, or debt schedule, and it is also not uncommon to add even more supporting schedules to the financial model (Pignataro, 2013). To further improve the predictive ability of a financial model, one could also use a company’s reported segment information to create separate segment forecasts. This becomes especially important when different business or geographic segments are expected to exhibit different revenue growth rates, cost structures, and profit margins. Finally, sensitivity or scenario analyses could be used to result in ranges of forecasted line items instead of only using point 7 estimates. On top of that, one could also incorporate probabilities for various scenarios to model uncertainty (Kaplan, 2014a). Following this discussion, for the sake of simplicity, we decided to implement only a basic financial model, which includes the three major financial statements without any additional schedules. Regarding the time horizon and periods, we chose the explicit forecast period to be ten years and to use quarterly data for historical statements and forecasted statements three years ahead. For the rest of the explicit forecast period, we decided to follow the approach recommended by Koller, Goedhart and Wessels (2010) to only forecast the most important variables, which is also in line with the methodology used by Jefferies Equity Research (2014). After all, as laid out introductory to this paper, our aim is to provide an approach that is as close as possible to the approach that analysts actually use in equity research. Regarding forecasts of individual line items, we decided to mostly use a simple approach and we chose to incorporate segment information into the financial model to increase our predictive ability. Also, since our primary goal is to build a practical first-pass model, we decided not to include scenarios or probabilities in our forecasts. As a final note, while the detailed quarterly forecasts for 2015 to 2017 will be developed in subsequent sections, the assumptions from 2017 onwards will be developed in Section 8.3. 3.2. Step-by-Step Guide to develop a Financial Model As mentioned introductory to the previous section, to build a financial model we first need to model the flows between the three financial statements, and then use the historical statements together with our assumption to make projections of future statements. Nonetheless, as Koller, Goedhart and Wessels (2010) note, depending on the structure and complexity of the model, many different designs are possible. Taking the equity research reports of Deutsche Bank Markets Research (2014), Jefferies Equity Research (2014), and UBS Global Research (2014) as an example, one can easily see that their projected income statements for Amazon are not only based on different assumptions but are also structured a little different. This shouldn’t be surprising, however, since it is normal for different analysts to use different models and assumptions, even though they are all based on the same theoretical foundations. Additionally, no 8 two companies are exactly identical and hence no two financial models will look exactly the same, since they have to be adjusted to the subject company’s fundamentals. That being said, from a theoretical perspective any financial model is more-or-less structured as follows (Kaplan, 2014a) 1: 1. Estimate revenue growth and future expected revenue 2. Estimate cost of goods sold (COGS) 3. Estimate sales, general & administrative costs (SG&A) 4. Estimate financing costs 5. Estimate income tax expense 6. Model the balance sheet based on items that flow from the income statement 7. Estimate capital expenditures (CapEx) 8. Complete the forecasted balance sheet and cash flow statement based on flows from the income statement as well as flows from each other To create a financial model for Amazon, we will follow this step-by-step guide and explain how to develop assumptions and estimates for the individual line items as we move forward. Of all the above steps, estimating revenue growth is most critical, especially for fast growing companies, since almost every line item in the financial model will either directly or indirectly be affected by revenues (Koller, Goedhart and Wessels, 2010). In general, making projections is often considered the hardest part of creating a financial model, since forecasting a company’s future performance requires an understanding of its revenue drivers and its cost structure, to only name two examples. And while an equity analyst may have years of experience with a company, and therefore a deep understanding of the business model, the competitors, and the industry it operates in, we don’t have such insights. Hence, in the beginning we have to make fair generalizations, but as we gain more knowledge about a company, we can refine our assumptions to improve our predictive ability. To do so, it is critical to gather as much information as possible, 1 Author’s note: For simplicity, the methodology shown here was condensed and slightly amended compared to its source. Most importantly, a further step to estimate cash taxes was eliminated after step 5, since a differentiation between cash taxes and income tax expense is only relevant for valuation purposes but not for forecasting the financial statements. Additionally, the last step was renamed to account for the fact that the balance sheet and cash flow statement not only depend on flows from the income statement but also on flows from each other. 9 which besides researching the company, its competitors, and its industry, entails using investor presentations, earnings calls, equity research reports, and other data providers like Bloomberg, Thomson Reuters, or even Yahoo Finance, for example. These sources often contain valuable information about future company performance and can therefore guide our judgment, especially when several such sources are used in conjunction. Nevertheless, one should keep in mind that any projection will be somewhat uncertain, since it is simply not possible to make perfectly accurate predictions of future performance (Pignataro, 2013). Following these general points on how to structure a financial model, a more specific point is how to incorporate Amazon’s segment data into our financial model. More precisely, the problem is that Amazon’s segment data and income statement data follow a slightly different structure. Reported segment data splits total net sales, total operating expenses, and total operating earnings into the two main segments North America and International. Thereby, operating expenses exclude stock-based compensation and other operating expense (income). Additionally, each segment’s net sales are further split into the sub-segments media, electronics and other general merchandise, and other. On the other hand, reported income statement data splits total operating expenses into its functional components, which are cost of sales, fulfillment, marketing, technology and content, general and administrative, and other operating expense (income), whereas stock-based compensation is partially included in each component. As a side note, income statements data also splits total net sales into product sales and service sales, but we neglect this detail for our analysis. Due to these inconsistencies, there are basically three ways to set up our model: First, the simplest approach would be to just disregard segment information and only work with income statement data. Second, like in the first approach, one could base all estimates on income statement data and link the results back to the segments to reconcile them with separate estimates and a floating variable to balance the calculation. For example, one could estimate net sales, operating expenses, and operating earnings for the North America segment as percentages of the respective totals, and use the international segment to balance the calculation. Likewise, one could estimate the two sub-segments media and electronics and general 10 merchandise as percentages of each segment’s net sales, and use the third sub-segment other to balance the calculation. Third, and inverse to the second approach, one could base all estimates on segment data, which means estimating revenues, operating expenses and earnings for each segment, where revenues would further be divided into sub-segments. Then, one could link the results to the income statement to reconcile total operating expenses with separate estimates and one floating variable to balance the calculation. More precisely, one could estimate cost of sales, fulfillment, marketing, and technology and content, while general and administrative would be used to balance the calculation. Depending on the available information, any of the three approaches is possible. The first approach would be easiest but clearly leaves out valuable information. By contrast, the other two approaches provide a more complete picture of Amazon’s operating dynamics, since reconciliation (either way) can make the analyst aware of unrealistic estimates. For example, by reconciling strong total operating earnings growth on a segment level, an analyst could realize that none of the segments is currently able to support such growth. Similarly, reconciling aggregated segment operating expenses into their functional components on the income statement could reveal growth rates that are not in line with historical values. We decided to use the third approach for several reasons: First, since we don’t know the company well enough, we lack the insights to establish proper estimates for separate operating expense line items on the income statement. Hence, it is safer to just estimate segment operating expenses and earnings as percentages of individual segment revenues. Second, by looking at individual segments, we allow for a more granular analysis, since we are able to account for different growth rates and margins among the segments. This is more prudent than just looking at aggregated data, as new segments often grow much faster than established, older segments. In turn, they are usually less profitable, especially in the first couple of years. Lastly, as mentioned before, the reconciliation can point to unreasonable analyst estimates, which is also beneficial for our analysis. 3.2.1. Estimating Revenues Following the above step-by-step methodology, we will start our analysis with estimating revenue. As mentioned before, a detailed analysis of revenue growth and its underlying drivers is 11 critical, since any stock’s valuation essentially builds on the forecasted revenue growth rate. In theory, there are three approaches to forecast future revenues: The bottom-up approach builds on company-specific data like reported segments, historical revenue growth, or new product introductions. The top-down approach derives revenue projections from assumptions about a macroeconomic variable, like nominal GDP growth, together with the expected relationship between a company’s revenues and that variable. Lastly, the hybrid approach incorporates elements of both bottom-up and top-down analysis and is most often found in practice. For example, an analyst could estimate industry sales depending on overall GDP growth, and then forecast a company’s revenue based on its market share in the industry (Kaplan, 2014a). Additionally, when analyzing growth of a firm’s top-line, an understanding of the underlying drivers like unit sales, pricing, currency, and acquisitions or divestitures is critical. For example, revenue growth for a firm with lots of international activities may be impacted by changes in foreign exchange rates. Moreover, organic revenue growth could be heavily distorted by acquisitions, which is considered anorganic growth (Fiore, 2013). Additionally, on the most basic level, revenues are driven by pricing and volume. Hence, insights into whether a company takes initiatives to increase volumes or prices can be valuable. In this regard, it is also important to consider outside forces, since intense competition may lead to market share losses, or force the company to lower its prices (Pignataro, 2013). On the other hand, companies are said to have pricing power if they are able to raise prices without an increase in input cost. Another more detailed driver of revenue growth is related to changes in the so called sales mix. A “mix-shift” is observed when revenue changes can be attributed to a changing proportion of high-margin products vs. low-margin products (Fiore, 2013). To gain more insights into prices and volumes, it is important to incorporate an analysis of the competitive environment and a company’s competitive advantages. For example, does a company have the capabilities and resources to compete effectively in the future? Also, does it have the right products to retain existing customers and maybe win additional customers, or will competitors have the better products and displace the company’s market position? Clearly, there are more questions than answers, but the key to a good revenue forecast is a well-structured and well-informed analysis (Koller, Goedhart and Wessels, 2010). Also, it should be noted that the above approaches are not exhaustive, but rather intended to give an initial overview on how to 12 approach a revenue forecast. As a final point, after explaining several ways how to properly forecast revenues, there are also many wrong ways to do it. Just to name one example, it is often assumed that future revenue growth will equal historical revenue growth. However, making this assumption is neither recommended nor safe, unless further research indicates that such a relationship is actually warranted (Pignataro, 2013). To summarize, no matter which forecasting method one uses and how much insight one has, revenue forecasts over the long-term will almost always be imprecise due to unpredictable changes in customer preferences, technologies, and corporate strategies. It is therefore important to constantly reevaluate whether the current forecast is in line with industry dynamics, competitive positioning and historical growth rates (Koller, Goedhart and Wessels, 2010). Following this theoretical discussion, and in line with the above structural considerations, we decided to primarily use a bottom-up approach to incorporate Amazon’s segment data into our revenue forecast. More precisely, we estimated separate revenue growth rates for each of the three sub-segments, which are media, electronics and other general merchandise (EGM), and other, within the two major segments North America and International. Subsequently, we aggregated these estimates to arrive at total segment revenues and finally at total revenue for Amazon. However, as discussed below, to derive these revenue growth rates we also considered various economic and industry-specific factors. Therefore, we also included elements of a topdown approach, even though we didn’t explicitly model market shares or relationships to macroeconomic variables. Hence, our approach could also be considered somewhat hybrid. As can be seen from Table 1, Amazon’s consolidated annual sales growth slowed down over the past three years, with +27.1%, +21.9%, and +19.5% in 2012 , 2013, and 2014, respectively. Excluding the negative effect of foreign exchange rates on the International segment, these numbers compare to 29%, 24%, and 20% in 2012, 2013, and 2014, respectively. Looking at the sales mix of Amazon’s major segments, North America increased its share from 54.7% in 2010 to 62.3% in 2014, indicating relatively higher annual revenue growth than International, which accounted for 45.3% and 37.7% of total revenues in 2010 and 2014, respectively. Analyzing the aggregated sub-segments in the same manner reveals that other experienced the highest annual growth compared to prior year periods, followed by EGM and media. As a result, media’s share 13 of total revenues dropped from 43.5% in 2010 to 25.3% in 2014, whereas EGM’s and other’s shares rose from 53.7% and 2.8% to 68.4% and 6.3%, respectively (Amazon, 2015). Taking a closer look at segment results, North America recorded year-over-year sales growth of 30.4%, 27.9%, and 24.6% in 2012, 2013, and 2014, respectively. On the other hand, International only recorded year-over-year sales growth of 23%, 13.9%, and 12% in 2012, 2013, and 2014, respectively. This growth patterns were primarily driven by increased unit sales, which in turn reflect price reductions, increased product offerings, and in-stock inventory availability, as well as sales in faster growing categories, like EGM (Amazon, 2015). Based on our brief business and industry analysis in Section 2, we expect Amazon’s North America EGM sales to grow by 19%, 17%, and 15%, while we expect Amazon’s International EGM sales to increase by 17%, 22%, and 25%, for the years 2015, 2016, and 2017, respectively. These forecasts reflect our expectation of continued addition of new products and competitive pricing, as well as further expansion of the Amazon Prime service. In line with historical numbers, we expect growth in the North America segment to further slow down, due to the already high market share resulting from rapid expansion over the previous years. By contrast, we expect growth in the International segment to gain momentum based on an already strong presence in the United Kingdom, Germany and Japan, as well as expansion in new countries, most likely emerging markets. After the recent slowdown in year-over-year media sales growth, especially in the International segment, we forecast Amazon’s North America media sales to grow by 0.5%, 8%, and 7%, whereas we forecast Amazon’s International media sales to increase by 0.5%, 4%, and 6%, for the years 2015, 2016, and 2017, respectively. These forecasts are based on our expectation of further growth in selection and attractive pricing, as well as the addition of new product segments, like online streaming, for example. Additionally, our conservative growth estimates for 2015 reflect the significant slowdown from 2013 to 2014. However, we consider this to be more transitory than structural. Therefore, we expect year-over-year growth in the North America segment to return to about 7% to 8% from 2016 onwards, whereas we expect the International segment to switch to a growth trajectory based on expansion into new markets. 14 Lastly, we expect Amazon’s North America other sales to grow by 39%, 32%, and 27%, while we expect Amazon’s International other sales to increase by 8%, 10%, and 12%, for the years 2015, 2016, and 2017, respectively. Generally speaking, other sales include all of Amazon’s nonretail activities, like advertising and web services, for example. Nevertheless, it should be noted that Amazon Web Services (AWS) sales are only included in the North America segment, instead of being separated into North America and International. In this regard, our growth assumptions reflect a growing demand for web services, online media, e-commerce, and web 2.0 in general. Major drivers therefore are rapid growth in cloud computing, increasing broadband penetration, more secure online payment methods, as well as an increase in social networking. Similarly, to the other two sub-segments, we expect growth in the North America segment to further slowdown, while we expect the International segment to slightly increase going forward. 3.2.2. Estimating COGS and SG&A After estimating revenues, the first step in forecasting the remaining line items on the income statement is to determine what economically drives them. While most operating line items, like COGS or SG&A, for example, will be directly tied to revenues, others will be tied to a specific asset. Interest income and interest expense, for example, are both non-operating line items and are usually tied to cash and marketable securities and interest-bearing debts, respectively. The easiest way to incorporate this into a financial model is to calculate forecast ratios based on the historical values of the line items and their associated drivers. After estimating future forecast ratios, one can then multiply them by the estimated drivers to arrive at a forecast values for the individual line items. Taking COGS as an example, one would calculate the historical ratio of COGS/revenue, then forecast this ratio going forward, and finally multiply it by the revenue forecast to arrive at a future value for COGS (Koller, Goedhart and Wessels, 2010). Looking at the individual line items, SG&A is usually more stable than COGS due to the higher fixed cost component, whereas COGS is closely related to revenue. For example, expenses for corporate headquarters or management salaries are more fixed in nature and tend to gradually grow with the company rather than with revenues. On the other hand, expenses for marketing and distribution are more variable in nature and hence more closely related to revenues. Research and development (R&D), another operating expense that is sometimes reported as a separate line 15 item, is also relatively stable as a percentage of revenue. However, they may be uncorrelated to revenues at other times, since they are eventually driven by management decisions. Depending on the desired accuracy of analysis, an analyst could simply use historical trends of these items, which likely indicate changing business or market conditions, or use a more elaborate approach by also analyzing input costs and business segments. For example, even though it doesn’t apply here, prices for commodity-type inputs like fuel can be volatile and therefore significantly affect an airline’s COGS. Lastly, an examination of competitors’ cost structures could further aid the analysis but should also account for differences in business models (Kaplan, 2014a). Since changes in COGS and SG&A lead to changes in gross and operating margins, we can also analyze a company’s cost structure from a margin perspective. To start with, gross profit margin is defined as the ratio of gross profit to revenue, whereas gross profit is calculated as revenue minus COGS. In general, gross margins are the most stable profitability metric, because of the high variable cost component in COGS. Besides sales growth, this ratio is very important, as it yields insights into a company’s strategy in terms of both pricing power and operating efficiency (Fiore, 2013). For example, a higher gross margin may result from technologically superior products, which allow a company to charge higher prices for its products. This is often the case when products can be differentiated from others in terms of branding, quality, or patent protection, and is also evidenced by above-average research expenses (Kaplan, 2013a). On the other hand, it could also be an indication of reduced production costs through economies of scale, since gross and operating margins tend to increase with increasing production and sales volumes. However, an evaluation of the presence of economies of scale in an industry requires a more detailed peer group analysis. Hence, gross and operating margins, should always be evaluated in both a time-series and cross-sectional analysis (Kaplan, 2014a). As a side note, the above mentioned strategies, meaning higher prices due to product differentiation vs. lower costs due to economies of scale, are referred to as differentiation strategy and cost leadership strategy, respectively (Hitt, Ireland, and Hoskisson, 2014). Besides gross profit margin, operating profit margin, also called EBIT (earnings before interest and taxes) margin, is a more comprehensive measure of profitability, since it measures how much a company earns from its operations before considering the effects of financing and taxes. It is calculated similar to gross margin, but also takes into account SG&A, so the formula becomes 16 revenue minus COGS and SG&A. As mentioned earlier, with increasing revenues companies strive for margin expansion, mainly by leveraging the fixed cost components of SG&A, but (to a lesser extent) also COGS. Additionally, operating margins yield insight into a firm’s operating leverage, which is especially important for companies in cyclical industries. Firms with a high proportion of fixed costs are considered to have high operating leverage and tend to see more rapid EBIT margin expansion during up-cycles, but also more rapid contraction in down-cycles of the economy. Hence, it could also be beneficial for analysts to track normalized gross and operating margins for the company in question, its peers, or the industry as a whole (Fiore, 2013). As a final point, the best way to make initial projections for COGS and SG&A expenses is to look at historical trends, which can later be refined as necessary. For example, if COGS as a percentage of revenue remained relatively stable over the past three years, we can safely assume that COGS is mostly variable and grows in line with revenue going forward. However, if COGS as a percentage of revenue was rather volatile over the past three years, further research is warranted to understand the underlying reasons. For example, the company could have changed its business model or taken initiatives to decrease costs. Either way, the most common methods to making assumptions based on historical trends are as follows (Pignataro, 2013): 1. Take an average percentage of the last three years 2. Take a maximum percentage of the last three years (conservative approach) 3. Take a minimum percentage of the last three years (aggressive approach) 4. Take the last year’s percentage 5. Have the percentages steadily increase or decrease year-over-year Nonetheless, it is important to note that these are only the most common methods. Hence, other trends, like initially decreasing and then constant COGS as a percentage of sales, for example, may work better based on the many influencing factors discussed above. Following this theoretical discussion, and in line with the above structural considerations, we can now estimate operating expenses and operating earnings on a segment level. As mentioned above, to do this we can link both line items to revenues and either forecast operating expenses or operating earnings. We decided to forecast operating earnings, since it is more practical to 17 analyze a company’s cost structure from a margin perspective. As a side note, to remain consistent with the above theoretical discussion, we assume that COGS and SG&A account for all of Amazon’s operating expenses. As can be seen from Table 1, Amazon’s consolidated operating margin decreased from 2.7% to 2% over the past three years, with both major segments exhibiting faster growth in operating expenses than in revenues. More specifically, operating margins in the North America segment dropped from 4.6% in 2012 to 3.8% in 2014, while operating margins in the International segment dropped from 0.3% in 2012 to -0.9% in 2014. Since we will take a closer look at operating expense drivers with regard to their functional components below, we can subsequently focus on forecasting operating earnings for each segment. Broadly speaking, following the recent margin pressures we are conservative for 2015, but expect margins to stabilize on somewhat normalized levels from 2016 onwards. More precisely, we expect operating margins of 3.6%, 4%, and 4% for the North America segment, and 0%, 0.7%, and 1% for the International segment in 2015, 2016, and 2017, respectively. These forecasts reflect our expectation of continued global growth in web services, due to rising internet usage, growing e-commerce volumes, and companies moving their IT infrastructures to the cloud. This should benefit Amazon’s non-retail business, especially AWS, where margins are considerably higher than in its retail business, where margins traditionally are very thin. On top of that, we expect Amazon’s growing market dominance, especially in the United States, to positively affect margins by increasing negotiating power and operating efficiencies. Potential headwinds to margin expansion could come from the “mix-shift” away from media to EGM, where margins are lower, as well as from intense competition in the online retail space, as more and more “brick-and-mortar” retailers increase their online presence. After forecasting segment earnings, we can then link the aggregated results from Table 1to the income statement in Table 2 to reconcile total operating expenses with their functional components, which we also tied to revenues. More precisely, cost of sales, fulfillment, marketing, and technology and content are estimated as percentages of revenues, while general and administrative is used to balance the calculation. It should be noted, that cost of sales is listed separately from operating expenses to allow for gross profit calculation, whereas it is listed under operating expenses in the income statement input sheet. However, it is still considered a part of 18 Amazon’s operating expenses. Also, since we only reconcile our previous operating expense estimate, we assume that the functional components as a percentage of revenues remain constant. For example, we forecast fulfillment expense in 1Q 2015 to be 11.3% of revenues, which is the same percentage value as in 1Q 2014. The only exceptions to this simplification are cost of sales, where we follow the historical pattern, and SG&A, which is not forecasted but used to balance the calculation. With cost of sales decreasing and all other costs held constant, it is not surprising that SG&A, as a percentage of revenue, increases over time. In this regard, our assumptions might be a little bit over simplistic and therefore could be further refined, but since they won’t affect our total operating expense forecast, we are fine with that for now. As shown in Table 2, Amazon’s cost of sales in absolute dollars increased over the past three years, mainly as a result of increased product, digital media content, and shipping costs, which in turn were caused by increased sales and digital offers. Nevertheless, cost of sales decreased as a percentage of revenues, which is evidenced by increasing gross margins of 24.8%, 27.2%, and 29.5% in 2012, 2013, and 2014, respectively. This trend was primarily driven by increasing service sales as a percentage of total sales, including third-party seller fees, digital content subscriptions, and other non-retail activities, such as AWS (Amazon, 2015). Going forward, we expect this trend to continue with gross margins of 70%, 69.5%, and 69% in 2015, 2016, and 2017, respectively. Taking a closer look at the other functional components, fulfillment costs increased in both absolute and relative terms over the last three years, primarily driven by variable costs associated with increased sales volumes, inventory levels, and sales mix, as well as costs from expanding fulfillment capacity and payment processing costs. Similarly, marketing costs rose since 2012 in both absolute and relative terms, mainly caused by increased spending on online marketing channels, payroll, and television advertising. Technology and content also increased in both absolute and relative terms over the last three years, due to increased spending on technology infrastructure and payroll. While technology costs consist mostly of R&D activities related to platform development for new and existing products, content costs consist mainly of activities related to category expansion, editorial content, buying, and merchandising selection. Lastly, SG&A exhibited a similar growth pattern in both absolute and relative terms, which was primarily caused by increases in payroll and professional service fees (Amazon, 2015). Regarding forecasts for the above cost categories, as mentioned before, we simply kept the historical relationships constant, except for SG&A, which balances the calculation. 19 Next, as mentioned briefly with regard to the structure of our financial model in Section 3.2, Amazon doesn’t allocate stock-based compensation and other operating expense (income) to its segments. As a result, there is one line item called pro-forma operating expenses (income), which is the value we forecasted on a segment level, and one line item called reported operating expenses (income), which includes stock-based compensation and other operating expense (income), and is in line with the income statement input sheet. This differentiation goes all the way down to net income and earnings per share (EPS), and is also in line with practitioners, as exemplified by Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2014). However, both expenses are still considered operating expenses and therefore we have to forecast them based on their economic drivers. While stock-based compensation, just like most other operating line items, is tied to revenues, we use a more elaborate approach for other operating expense (income). Since this line item consists primarily of intangible asset amortization, we decided to treat it as amortization expense for acquired intangible assets in our financial model 2. This simplifies our analysis, as Amazon actually reports expected annual amortization expense of acquired intangible assets for five years ahead. Therefore, we only have to take the annual values from Amazon’s (2015) latest annual report and equally distribute them over the respective four quarters. As Table 2 shows, stock-based compensation increased over the last three years in both absolute and relative terms, primarily due to an increase in the number of awards granted to existing and new employees (Amazon, 2015). Going forward, like with the operating expense line items before, we simply assume that the historical relationships with revenues remain intact. Nonetheless, this simplification might not be warranted and therefore requires some further research, since stock-based compensation normally increases over time due to a growing number of employees and a rising stock price. Other operating expense (income), meaning amortization expense for intangible assets, decreased slightly in relative terms, whereas it fluctuated in absolute dollars over the course of the last three years. For 2015, 2016, and 2017, as explained 2 Author’s note: This treatment also fits with Amazon’s cash flow statement where net income is adjusted for noncash charges, including depreciation and amortization, stock-based compensation, and other operating expense (income), to arrive at cash flow from operating activities. Thereby, amortization expense for acquired intangible assets shouldn’t be confused with depreciation and amortization, which is included in operating expenses and accounts for depreciation of property and equipment, as well as amortization of previously capitalized internal-use software and website development (Amazon, 2015). 20 above, we simply utilize Amazon’s annual amortization expense estimates of $202 million, $185 million, and $161 million, and equally distribute them over the respective four quarters. Lastly, while operating expenses are often aggregated into SG&A or some other categories for financial modeling, depreciation and amortization (D&A) is usually treated as a separate line item, since it is needed to properly forecast net PP&E, but more importantly, since it is a critical input for valuation models. Hence, even though Amazon doesn’t report it as a separate operating expense line item on the income statement, we can pull the historical values from the cash flow statement, where it is included as an adjustment to reconcile net income (loss) to net cash from operating activities. To then forecast D&A, there are basically three approaches: The simplest approach is to forecast it as a percentage of revenue, like most other operating line items, which is the preferred method when CapEx are smooth. On the other hand, when CapEx occur in large amounts only every couple of years, it makes more sense to forecast D&A as a percentage of net PP&E. The third and most complicated approach is to forecast D&A based on a depreciation schedule, which, however, requires detailed information about the company’s assets (Koller, Goedhart and Wessels, 2010). To keep our financial model as simple as possible, like with the operating expense line items before, we decided to forecast D&A as a percentage of revenues. As can be seen from Table 2, Amazon’s D&A expense increased over the past three years in both absolute and relative terms. Following this pattern, we expect D&A to rise from 5.3% of revenues in 2014 to 5.5% of revenues in 2014 and 2015, and to remain at this level for 2016 and 2017. As we will see in Section 3.2.5, these numbers fit with our CapEx estimates of 6% going forward, since growth firms usually have CapEx/D&A ratios greater than one, indicating that they are in a capital investment phase. To put this into context, ratios equal to one imply that productive assets are replaced at the same rate as they wear out, whereas ratios lower than one show that a company is no longer investing in productive assets. As Table 4 shows, Amazon’s CapEx/D&A ratio normalized considerably over the past three years, dropping from 175.3% in 2012 to 103.1% in 2014. Combining our estimates for D&A and CapEx results in a slightly higher ratio of 109.1% from 2015 onwards, which, however, is justified by Amazon’s potential for further business expansion and revenue growth. 21 3.2.3. Estimating Financing Costs and Income Tax Expense As mentioned previously, while most operating line items are tied to revenue, non-operating lineitems are usually not. Hence, in this section we will take a closer look at the two most important non-operating line items, which are interest income and interest expense, along with two less important non-operating line items, which are equity-method investment activity and other income (expense). Finally, we will also take a look at income tax expense and how to adjust it for pro-forma items. In doing so, it is important to keep in mind that, as shown in Section 4.4, nonoperating line items are usually excluded from free cash flow calculations, which implies that they won’t affect a company’s valuation. Instead these forecasts are merely required to build a complete income statement, which can then be used for cash flow panning. Hence, we don’t need as robust forecasts for non-operating line items as we did for operating line items above, which actually do affect free cash flow calculation (Koller, Goedhart and Wessels, 2010). With this in mind, interest income and interest expense are usually tied directly to the asset that generates the income, or the liability that generates the expense, which typically are cash and marketable securities and interest-bearing debts. While Kaplan (2014a) suggests using averages of this period’s and last period’s balance sheet values, Koller, Goedhart and Wessels (2010) recommend using only prior period’s values to simplify the financial model and avoid circularity errors. The problem with average values is that they introduce a feedback effect, since interest income is a function of cash, which itself depends on interest income. Additionally, analysts should also include any planned debt issuance or retirement, as well as the maturity profile of the company’s existing debt to improve their forecasts (Kaplan, 2014a). Besides this relatively simple approach to forecasting interest income and expense, similar to D&A above, Pignataro (2013) suggests building a debt schedule to better forecast interest expense and interest income. To keep our model simple, we decided to forecast interest income based on the average of Amazon’s cash and cash equivalents as well as marketable securities, whereas interest expense is tied to the average of Amazon’s long-term debt. A complicating factor here is the fact that we project quarterly instead of annual figures, while interest is usually quoted on an annual basis. For simplicity and comparability, we therefore annualize quarterly values using simple interest, even 22 though this is not technically correct. Furthermore, annual values slightly differ from quarterly values due to the two-period averages used as calculation bases. As shown in Table 2, Amazon’s effective cash interest rate, calculated as interest income divided by an average of this period’s and last period’s cash and marketable securities, remained almost flat over the last three years. On the other hand, its effective debt interest rate, calculated as interest expense divided by an average of this period’s and last period’s long term debt, increased from 3.2% in 2012 to 3.7% in 2014. To forecast interest income and interest expense from 2015 to 2017, we simply take the 2014 effective cash and debt interest rates of 0.3% and 3.7%, respectively, which results in growing interest income and flat interest expense going forward. Next, we must estimate the two less important non-operating line items, which are other income (expense) and equity-method investment activity. Taking a closer look at Amazon’s (2015) latest annual report reveals that other income (expense) consists primarily of foreign currency losses and realized gains and losses on marketable securities sales. Since these are usually random onetime events, they are very hard to predict, and it is therefore safest to set them to zero. In doing so, it should be noted that we could somewhat overestimate earnings, as the line item was mostly negative over the last three years. Nevertheless, due to the small amount we decided to keep it at zero, since it would only have a minor effect anyways. The same reasoning applies to equitymethod investment activity, which is reported net of tax, meaning below Amazon’s reported pretax income. Following the methodology from Section 3.2, the last step to complete our income statement is to estimate income tax expense. This, however, is not an easy task, since it is influenced by a variety of factors. To start with, one has to differentiate between the statutory tax rate, the effective tax rate and the cash tax rate. While the statutory rate is a country’s standard tax rate, effective rates and cash rates are calculated as income tax expense or cash taxes paid as a percentage of pre-tax income. Thereby, income tax expense is calculated as cash taxes due plus changes in deferred tax liabilities minus changes in deferred tax assets. The reason for this is that the difference between income tax expense and cash taxes paid is typically recorded in deferred tax accounts on the balance sheet (Kaplan, 2014a). Furthermore, a company’s effective tax rate is usually lower than its statutory rate of 35% in the United States for a variety of reasons. For example, a company 23 may have lower-taxed global operations, including the use of global funding structures and certain tax credits, or it may simply have recognized expenses on the income statement that are not deductible for tax purposes (Pignataro, 2013). That being said, the easiest way to forecast future income tax expense, as recommended by Pignataro (2013), is to base projections on the historical trend of the company’s effective tax rate, similar to how we forecasted operating expenses above. These projections can then be further refined, for example, by using the company’s own expectation of future effective tax rates, which they sometimes disclose in their annual reports. While it seems that this approach is also used by practitioners, as exemplified by Deutsche Bank Markets Research (2011), Koller, Goedhart and Wessels (2010) explicitly state to not forecast income tax expense as a percentage of pre-tax income and instead use a more complex approach. More precisely, they separate operating and non-operating taxes, because otherwise their calculation of free cash flow would be affected by changes in leverage and non-operating items. However, as will be discussed in Section 8, we use a separate calculation of operating income taxes for valuation purposes, so for now we can simply apply the approach suggested by Pignataro (2013). In doing so, we simply divide Amazon’s provision (benefit) for income taxes by the reported pretax income. But, as can be seen from Table 2, both input values fluctuate heavily due to Amazon’s low profitability and complex tax treatment. As a result, the effective tax rate is also quite volatile and sometimes can’t even be calculated due to negative reported pre-tax income. Hence, for simplicity we estimate Amazon’s effective tax rate to be 33% going forward, which is slightly below the marginal tax rate of 35% for U.S. corporations with taxable income above $18.3 million, but in line with the 31% to33% estimates used by Jefferies Equity Research (2014). Finally, there is only one more line item left to complete Amazon’s income statement, which is related to income tax expense. More specifically, we added a line item called tax adjustments for non-GAAP/pro-forma items to account for the difference between pro-forma and reported figures. The reason for this adjustment is that in the pro-forma calculation we exclude stockbased compensation and other operating expense (income), which results in higher pre-tax income (loss). In turn, this should lead to a higher provision (benefit) for income taxes. 24 Additionally, instead of using our effective tax rate of 33% we chose a 25% adjustment, since stock-based compensation and amortization of intangibles, which is the main component of operating expenses (income), have a special tax treatment. This methodology is also in line with Jefferies Equity Research (2014). Before we move on to forecasting the balance sheet, it should be noted, that on the very bottom of the income statement in Table 2, pro-forma and reported earnings per share (EPS) are calculated on both a basic and diluted basis. In line with Amazon’s reporting, EPS are calculated by simply dividing either pro-forma or reported net income by basic or diluted weighted-average shares outstanding (Amazon, 2015). As will be discussed more detailed in Section 4.3, current shares outstanding is an important input for our valuation analysis, while future shares outstanding are important to calculate future EPS and book value per share (BVPS), which in turn affect future earnings and book value multiples. To project future shares outstanding, one has to project further share issuances or buybacks, which, as we will see in Section 3.2.5, is usually modeled on the cash flow statement based on historical numbers or other sources of information, like a company’s share buyback plan, for example. The dollar amount from the cash flow statement can then be converted to the actual share count by using the current stock price, or making reasonable assumptions about future stock price changes or discounts for buying in bulk. This methodology is also in line with practitioners, as exemplified by Deutsche Bank Markets Research (2011). Furthermore, one could add more detail on the diluted share adjustments, instead of holding the difference between basic and diluted shares outstanding constant (Pignataro, 2013). Following this brief discussion, for simplicity, we decided to keep both basic and diluted shares outstanding at their current levels, which is the safest approach without doing further research or having additional information. By contrast, Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2014) both assume a growing number of shares outstanding, which could be considered more conservative from a valuation standpoint, since it leads to lower per-share metrics and higher forward multiples. Hence, as discussed in more detail in Section 4.1, when comparing Amazon’s forward price/earnings multiple to a benchmark, the higher multiple would indicate that Amazon is overvalued at its current stock price. 25 3.2.4. Modeling the Balance Sheet based on the Income Statement Following the step-by-step methodology from Section 3.2, the next step is to model the balance sheet. It should be noted, however, that one could also model the cash flow statement first and construct the balance sheet in the last step. As mentioned before, Pignataro (2013), for example, uses a separate working capital schedule where he only estimates operating balance sheet accounts to subsequently model the cash flow statement and as a final step create the complete balance sheet. No matter which approach is used, the key is to understand that balance sheets and cash flow statements critically depend on each other. More precisely, when modeling the financial statements, the balance sheet either has to drive the cash flow statement, which means the cash flow statement is created from balance sheet changes, or the cash flow statement has to drive the balance sheet, which means the balance sheet is created from how cash is spent or sourced. While both methods are used in practice, the latter one is theoretically preferred, since it is more logical and results in a better picture of cash flow. Taking the balance sheet item net PP&E as an example, with the former approach we would not know how much of the change in the line item would be attributable to CapEx and how much would be attributable to depreciation on the cash flow statement (Pignataro, 2013). That being said, when looking at the step-by-step methodology from Section 3.2 again, it seems like we used the former approach, where the cash flow statement is created from balance sheet changes. However, in fact we use a combination of both, since we only forecast working capital accounts and goodwill directly on the balance sheet, whereas all other balance sheet items flow from the forecasts we make on the cash flow statement. The only exception to this rule is retained earnings, which not only flows from the cash flow statement but also from the income statement, since it is affected by dividends issued and net income. Before taking a closer look at how to forecast the individual working capital accounts, we should decide which accounts to actually include in working capital. A common definition for working capital, sometimes also called net working capital, is current assets minus current liabilities. Working capital is considered a measure of near-term liquidity, since positive working capital indicates that a company is able to pay its short-term bills, whereas negative working capital indicates liquidity problems (Kaplan, 2013a). Nonetheless, for financial modeling we use a narrower definition of working capital, called operating working capital or non-cash working 26 capital, which is defined as non-cash current assets minus non-cash current liabilities. In contrast to the above definition, we now exclude cash and cash equivalents like marketable securities from current assets, since they are not considered operating items. Additionally, we exclude short-term debt, like notes payable or the current portion of long-term debt, from current liabilities, since they are considered financing rather than operating items (Pignataro, 2013; Kaplan, 2014a; Kaplan 2014b). However, it should be noted that Koller, Goedhart and Wessels (2010) provide a more complex version of operating working capital by differentiating between working cash and excess cash, which is cash not needed to operate the business. Thereby, the working cash balance is included in the calculation of operating working capital. For simplicity, and to stay in line with practitioners, as exemplified by Deutsche Bank Markets Research (2011), we chose to use the simple definition of operating working capital and therefore exclude cash and equivalents. As can be seen from the section title already, we can now forecast working capital line items based on their historical relationship with income statement line items. This ensures that working capital estimates grow in line with revenues, since most income statement line items are somehow linked to revenues (Kaplan, 2014a). To do so, we will follow the same methodology that we used to forecast the income statement, in that we first determine what drives the line item economically and then calculate a forecast ratio to estimate the future value of the line item. While revenue is typically the forecast driver for accounts receivable, COGS is typically used for inventories and accounts payable, since, like COGS, both line items are closely related to input prices. However, the choice of forecast driver varies greatly in practice, especially with regard to other working capital items like accrued expenses, prepaid expenses, or deferred revenues. For example, Koller, Goedhart and Wessels (2010) recommend using revenues to forecast accrued expenses, while Pignataro (2013) suggests using SG&A as a forecast driver, stating that accrued expenses are commonly related to operating expense line items. Deutsche Bank Markets Research (2011), on the other hand, uses COGS to forecast accrued expenses. Therefore, to choose an appropriate forecast driver, the key is to understand which income statement line item most likely drives the working capital line item, and to do further research if the economic relationship is unclear. Prepaid expenses, for example, could be related to either SG&A or COGS, depending on what the company is actually prepaying. No matter which driver is eventually used, it is important to keep in mind that when forecasting working capital we are 27 mainly concerned about trends, and since both SG&A and COGS grow at the same rate as revenue, prepaid expenses will also grow with revenues (Pignataro, 2013). For this reason, Koller, Goedhart and Wessels (2010) recommend projecting all working capital items based on revenues to keep the model simple. Furthermore, they suggest using days instead of percentages as forecast ratios, which is also common among practitioners, as exemplified by Deutsche Bank Markets Research (2011). Thereby, forecasts are tied more closely to operations, since an inventory forecast, for example, could more easily be adjusted when a company’s management announces to reduce its inventory holding period by 60 days. Following this theoretical discussion, as Table 3 shows, we decided to forecast accounts receivable and unearned revenue based on revenue, whereas inventories, accounts payable, and accrued expenses are forecasted as a percentage of COGS. Also, for the sake of completeness, we calculated both the days and percentage values as forecast ratios. To actually forecast the individual line items, we then used the common assumption that working capital as a percentage of revenues remains constant (Kaplan, 2013a; Pignataro, 2013). Nevertheless, instead of simply using last period’s days or percentage values as an indicator for next period’s working capital performance, we looked at working capital performance over the last three years to account for potential outliers. More specifically, based on this analysis, we forecasted inventories, accrued expenses, and unearned revenue to follow a pattern where 2Q and 3Q percentage values are somewhat higher than 1Q and 4Q percentage values. Similarly, we expect accounts payable to be somewhat lower in 1Q compared to the other quarters, while we assume accounts receivable to remain flat throughout the four quarters. Lastly, as mentioned introductory to this section, with goodwill we only have to estimate one more line item to complete our forecasted balance sheet, since all other line items flow in from the cash flow statement. Generally speaking, a company records goodwill when the purchase price for a business acquisition exceeds the target’s book value. However, as shown in the next section, future acquisitions are usually not modeled explicitly. Therefore, as shown in Table 3, we keep goodwill constant at its current level unless otherwise indicated by the company, for example, by announcing a potential acquisition or goodwill impairment (Koller, Goedhart and Wessels, 2010). As a final point, it should be noted that while in our analysis all other balance sheet line items flow from the cash flow statement, this might not be the case with other 28 companies. Therefore, when balance sheet items have no related cash flow item, it is safest to keep them constant going forward. Oftentimes this will be the case for non-operating items, like equity investments or pension liabilities, which don’t affect our valuation anyways. Hence, forecasts for these items are solely for the purpose of financial planning (Pignataro, 2013; Koller, Goedhart and Wessels, 2010). 3.2.5. Estimating CapEx and Finalizing the Financial Statements After forecasting the complete income statement and some balance sheet items, following the methodology from Section 3.2 our last step is to estimate CapEx along with some other cash flow statement line items to finally complete the forecasted financial statements. To briefly recap, in financial modeling balance sheets and cash flow statements critically depend on each other. Therefore, we previously forecasted working capital accounts and goodwill directly on the balance sheet, while assuming that all other balance sheet items flow from the forecasts we make on the cash flow statement. Similarly, we will now forecast CapEx and several other cash flow line items and then complete the cash flow statement with items that flow from the forecasts we already made on the balance sheet and the income statement. Subsequently, we are then able to complete the balance sheet with the forecasts we made on the cash flow statement. Besides CapEx, there are many line items on the cash flow statement that are difficult to forecast and sometimes even difficult to define. For example, other activities under cash flow from operations, business acquisitions, purchases (and sales) of securities, and other investing activities under cash flow from investments, repurchases (and issuances) of shares, and other financing activities under cash flow from financing, and finally effects of exchange rate on cash. With some of these items, like other operating activities, it is unclear what exactly caused the cash flow, which in turn makes it difficult to predict a future value. Additionally, some of these items, like business acquisitions, are non-recurring in nature and therefore also difficult to predict without further company guidance. On the other hand, items like purchases (and sales) of securities, are not necessary for business operations but instead driven by other decisions. Such items can be quite volatile and are also almost impossible to predict. With all these items it is important to do further research, for example, by reading the footnotes to the financial statements or listening to the latest conference call. However, if no further information can be found it is 29 safest to just assume a value of zero or use one of the following projection methods, which are similar to the ones introduced in Section 3.2.2 (Pignataro, 2013): 1. Conservative (the minimum of the past three years) 2. Aggressive (the maximum of the past three years) 3. Average (the average of the past three years) 4. Last year (recent performance) 5. Repeat the cycle 6. Year-over-year growth 7. Project out as percentage of an income statement or balance sheet line item For example, if a company records large CapEx only every third year, and smaller CapEx on the other years, it is most prudent to use projection method #5 to continue this trend. Clearly, without more detailed information on any one of the above mentioned line items, it is not easy to determine which method to use. Nonetheless, it should be noted that quite often such line items are insignificant to the overall valuation. In fact, as we will see in Section 8, CapEx has the greatest impact on our valuation analysis. Therefore, it is important to have a high-level understanding of what the analysis is created for to judge whether additional research is warranted for a specific line item. In general, if a line item greatly affects the overall valuation, more time should be spent to develop reasonable assumptions (Pignataro, 2013). With that in mind, as shown in Table 4, other expense (income), losses (gains) on sales of marketable securities, and deferred income taxes under cash flow from operating activities are set to zero and held constant, which is the safest approach, since they are likely non-recurring and we don’t have enough information available. Similarly, acquisitions and sales (purchases) of marketable securities under cash flow from investing activities are set to zero and held constant, since they are likely one-time events, which are not planned for several years ahead. The same reasoning applies to excess tax benefits under cash flow from financing activities and foreign currency effects. This treatment is also in line with practitioners, as exemplified by Jefferies Equity Research (2014). Regarding dividends issued, common stock proceeds (repurchases), debt issuance (repayment) and capital leases, we could have used more elaborate projection methods like a debt schedule for debt issuance (repayment) and capital leases, or information 30 from Amazon’s share buyback plan for common stock proceeds (repurchases), for example (Pignataro, 2013). However, since all these line items won’t affect our valuation analysis, and for the sake of simplicity, we set all items to zero and held them constant going forward. As a side note, Amazon has never paid dividends before, so setting this line item to zero going forward is clearly the safest approach. The reason why all these items don’t affect our valuation analysis is that all of them represent financing decisions, which by definition don’t affect unlevered free cash flow, whereas levered free cash flow will only be slightly affected by changes in leverage (Kaplan, 2014a). Unlevered free cash flow, which is the cash flow measure that we will use for our valuation analysis, and levered free cash flow will be discussed in more detail in Section 4.4. The last line item that needs to be estimated to complete our forecasted cash flow statement is CapEx. As so often, there are several ways to project this line item. Koller, Goedhart and Wessels (2010) recommend to forecast the balance sheet item net PP&E as a percentage of revenue, but note that forecasting the cash flow statement item CapEx as a percentage of revenue is also quite common. It should be noted, however, that solely focusing on revenue as an economic driver may not be the most accurate forecasting method. For example, when a manufacturer with lots of spare capacity records strong revenue growth after an economic downturn, it would be difficult to also justify strong CapEx growth (Pignataro, 2013). Therefore, one should have a solid understanding of a company’s operations and future plans to improve estimates of capital requirements, for example, by separating CapEx for maintenance from CapEx for growth (Kaplan, 2014a). That being said, to keep our model simple and to stay in line with practitioners, as exemplified by Deutsche Bank Markets Research (2011), we will forecast CapEx as a percentage of revenue. As can be seen from Table 4, over the past three years Amazon’s CapEx increased in absolute terms, whereas it decreased as a percentage of revenue from 6.2% in 2012 to 5.5% in 2014. It should be noted, however, that the 2012 figure was heavily distorted by an acquisition of corporate office space for $1.4 billion. Excluding this outlier and looking at the past five years since 2010, one can see that Amazon’s CapEx steadily increased in both absolute and relative terms, primarily due to increased investments in additional capacity for fulfillment operations as well as increased investments in technology infrastructure like AWS (Amazon, 2015). Since Amazon expects this trend to continue, we forecast CapEx to rise from 5.5% of revenues in 2014 31 to 6% of revenues in 2015, and to remain at this level for 2016 and 2017. As mentioned in Section 3.2.2 already, these numbers fit with our D&A estimates of 5.5% going forward, since growth firms usually have CapEx/D&A ratios greater than one, indicating that they invest in productive assets in anticipation of further business expansion and revenue growth. After estimating all necessary line items, we can now finalize the cash flow statement in Table 4 with items that flow from the forecasts we already made on the balance sheet in Table 3, meaning the changes in operating assets and liabilities, and the income statement in Table 2, meaning reported net income and the non-cash adjustments to reconcile net income to net cash. More precisely, the non-cash adjustments are depreciation and amortization, stock-based compensation, and other operating expense (income), whereas the operating balance sheet accounts are inventories, accounts receivable, accounts payable, accrued expenses, and unearned revenue. To briefly recap theory, using the indirect method of calculating cash flow from operating activities, one starts with net income and adjusts for non-cash charges, gains and losses related to investing or financing cash flows, and changes in operating working capital accounts. By adding cash flow from investing activities, cash flow from financing activities, and exchange rate effects, which are all forecasted directly one the cash flow statement, one eventually arrives at the change in cash for the period. Adjusting the beginning cash balance for this figure subsequently results in the ending cash balance (Kaplan, 2013a). With the complete cash flow statement, we are then able to finalize the balance sheet in Table 3 with items that flow from the forecasts we made on the income statement in Table 2, and the cash flow statement in Table 4. Starting from the top of the balance sheet we calculate this year’s cash and cash equivalents by simply adding the same-year ending cash balance from the bottom of the cash flow statement to last year’s cash and cash equivalents. For all other line items, the general rule is to subtract this year’s related cash flow statement item from last-year’s balance sheet item if the balance sheet item is an asset, and adding this year’s related cash flow statement item to last-year’s balance sheet item if the balance sheet item is a liability. This makes logical sense, since the value of this year’s balance sheet item is simply last year’s value adjusted for the related cash impact. The reason for the change in signs is that liabilities are directly related to cash, in that the liability increases if cash is positive and decreases if cash is negative, whereas assets are inversely related to cash, in that the asset increases if cash is negative and decreases if cash is 32 positive (Pignataro, 2013). Following this methodology, on the assets-side, marketable securities are adjusted for sales and purchases of marketable securities, as well as losses (gains) on sales of marketable securities. Current and long-term deferred tax assets are equally adjusted for deferred income taxes. Property and equipment is adjusted for depreciation and amortization (D&A) as well as purchases of property and equipment (CapEx), and lastly other assets are adjusted for other operating expense (income) and acquisitions. The reason for this last adjustment is that other assets are primarily related to acquired intangible assets and equity investments (Amazon.com, 2015). On the liabilities-side, long-term debt is adjusted for debt issuance (repayment), while other longterm liabilities, which are primarily related to capital lease obligations (Amazon, 2015), are adjusted for capital lease repayments. Treasury stock is adjusted for common stock repurchased, whereas additional paid-in capital is adjusted for common stock proceeds and stock-based compensation. To be perfectly precise, the adjustments to additional paid-in capital should be split between common stock and additional paid-in capital, in that the par value should be added to common stock, whereas the difference between issue price and par value should be added to additional paid-in capital. Nevertheless, for simplicity we held common stock constant and only adjusted additional paid-in capital, since the change in common stock would be negligibly small anyways. In fact, both line items are often combined for modeling purposes (Pignataro, 2013). Next, accumulated other comprehensive loss is adjusted for currency effects on cash and other expense (income), which is primarily related to foreign currency losses (Amazon, 2015). Regarding the other expense (income) adjustment to accumulated other comprehensive loss, this is only our “best guess”, which is often the case for “other” cash flow statement items, where it is not clear to which balance sheet line item they should be linked (Pignataro, 2013). Lastly, retained earnings are adjusted for reported net income from the income statement and dividends issued from the cash flow statement. As a final note, the derivation of retained earnings is also called the principle of clean surplus accounting (Koller, Goedhart and Wessels, 2010). 3.3. Some Technical Notes on the Input Sheets For consistency, quarterly and annual figures are always taken from Amazon’s respective financial statements. For example, 3Q 2013 figures are taken from the 3Q 2013 statements, even 33 though they would also be available from the 2014 statements. Therewith, potential restatements are not taken into account and quarterly figures on the income statement and the cash flow statement input worksheets may not always add up to annual figures in case a restatement occurred. For example, 2010 accounts receivable on the cash flow statement differs from the sum of 1Q to 4Q 2010 accounts receivable. Additionally, to make sure that manual inputs are entered correctly, some line items, like net change in cash on the cash flow statement, are calculated to easily crosscheck inputs and highlight potential wrong inputs. Similarly, on the balance sheet and the cash flow statement input worksheets there are check-lines for assets to equal liabilities and for this period’s beginning cash to equal last period’s ending cash, respectively. Furthermore, recently Amazon made two major accounting changes: First, from 4Q 2014 onwards, repayments of capital and finance leases are treated as separate line items on the cash flow statement input worksheet, whereas before they were aggregated with repayments of longterm debt in a line item called repayments of long-term debt, capital lease, and finance lease obligations. We already adjusted the line items and formulas to account for this change. Second, from 1Q 2015 onwards, the segment Amazon Web Services (AWS) was added to the traditional segments North America and International on the segment inputs worksheet. However, since we value Amazon as of January 01, 2015, we will not take this into account for our financial model and our valuation models. Nevertheless, the financial model is already set up to handle the additional segment, meaning that the formulas and line items are already adjusted. As a final note, when including the 2014 AWS figures from the 2015 statements onwards, the line items other revenues, segment operating expenses, and segment operating income of the North America segment should be adjusted, since AWS results were included in these line items so far. 3.4. Some Technical Notes on the Estimate Sheets On the bottom of the income statement estimates worksheet, some valuation metrics were added compared to the income statement input worksheet. These are necessary for the discounted cash flow and multiples valuation in later sections and will be discussed in more detail in Section 4.4. The first metric, adjusted EBIT, is calculated as pro-forma operating income (loss) adjusted for other operating expense (income), which means we include amortization of intangibles but exclude stock-based compensation as operating expenses. Similarly, adjusted EBITDA is 34 calculated as pro-forma operating income (loss) adjusted for depreciation and amortization, which means we exclude stock-based compensation, depreciation and amortization, and amortization of intangibles. To avoid any confusion, as laid out in Section 3.2.2, we decided to treat other operating expense (income) as expense for intangible asset amortization, which differs from the line item depreciation and amortization. Furthermore, stock-based compensation is excluded from EBIT and EBITDA, since it is a non-cash expense, and we calculate both measures to be proxies for operating cash flow in order to find out how much cash Amazon’s business operations generate. This methodology is similar to Amazon’s (2015) segment reporting, where both stock-based compensation and other operating expense (income) are excluded from operating expenses. Amazon justifies this by stating that both line items are also excluded from internal operating plans and measurement of financial performance. However, the company also notes that this non-GAAP treatment has limitations in that it distorts workforce related expenses and therefore results in too low operating expenses. Nevertheless, we decided to incorporate the non-GAAP measure in our financial model, which is also in line with practitioners, as exemplified by Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2014). Looking at the remaining two metrics, for simplicity, we calculated levered free cash flow as cash flow from operations minus CapEx, whereas, to be perfectly precise it should also be adjusted for net borrowing. Furthermore, tangible book value is calculated as tangible assets minus liabilities, whereas tangible assets only exclude goodwill and neglects other intangible assets. The reason for these simplified calculations is that both metrics are only used to complement our relative valuation analysis, for which we will focus on multiples of revenues, earnings, and EBITDA. Similar to the income statement worksheets, we added and rearranged some line items on the cash flow statement estimates worksheet compared to the cash flow statement input worksheet. More precisely, under cash flow from operating activities on the cash flow statement estimates worksheet, unearned revenue includes additions to unearned revenue and amortization of previously unearned revenue from the cash flow statement input worksheet. Also, the sub-total line items funds from operations and change in net working capital were added for illustrative purposes. Next, under cash flow from financing activities, debt issuance (repayment) includes proceeds from long-term debt and repayments of long-term debt (and until 3Q 2014 also 35 principal repayments of finance and capital lease obligations). Similarly, capital/finance lease repayment includes principal repayments of capital lease obligations and principal repayments of finance lease obligations. Furthermore, the line items common stock proceeds and dividends issued were added to allow for stock issuance and dividend payments going forward. Lastly, excess tax benefits from stock-based compensation are listed under the cash flow from operating and financing activities in the same amounts but with different signs. While this is similar to the cash flow statement input worksheet, it should be noted that this is only a reclassification to properly calculate operating and financing cash flows and hence doesn’t affect net cash. Like with the other two financial statements before, we also changed the setup of the balance sheet estimates worksheet compared to the balance sheet input worksheet. More specifically, on the bottom of the balance sheet estimates worksheet, we added a section called metrics and ratios, where we calculate various metrics, like invested capital or net debt (cash), and various ratios to asses Amazon’s liquidity or profitability, for example. Together with some other figures, like enterprise value or per share calculations, these metrics and ratios are then categorized and summarized on the ratios worksheet. In fact, financial-ratio analysis is frequently used by investors to gauge the financial performance and condition of a company. Furthermore, ratio analysis is often complemented by common-size analysis, which we included on the common size worksheet. To briefly recap theory, common-size financial statements are a restatement of financial information in a standardized form. By eliminating the effects of size, common-size financial statements allow for comparison of items over time (time-series analysis) and across firms (cross-sectional analysis). While total assets are also often used as a base value for balance sheets, we used total revenues for both the income statement and the balance sheet in our analysis. To provide even more detail, we could have also calculated a common-size cash flow statement. That being said, both tools are very important to analyze a company’s performance and strategies, because the derived relationships can then used to forecast financial statements to understand how the company’s performance is likely to evolve (Kaplan, 2013a). For example, increasing goodwill along with increasing debt levels could be an indication of anorganic revenue growth, where an acquisition was financed with debt. Nonetheless, since this paper focuses on building a financial model and using various valuation methods, financial-ratio analysis and 36 common size analysis are not discussed explicitly. Nevertheless, the relationships derived from both analyses are still utilized in forecasting the financial statements. Besides metrics and ratios, on the very bottom of the balance sheet estimates worksheet, we added a section called advanced calculations. These calculations are based on advanced financial modeling methods for invested capital, net operating profit less adjusted taxes (NOPLAT), and free cash flow (FCF), as explained in Koller, Goedhart and Wessels (2010). However, they are not within the scope of this paper and can therefore be ignored. Lastly, on the balance sheet estimates worksheet, goodwill can’t be adjusted so far, since it is not linked to any cash flow statement line item on the cash flow statement estimates worksheet. Hence, if adjusted, the balance sheet wouldn’t balance anymore. To account for goodwill impairment, one would have to add the line item goodwill impairment to the income statement estimates worksheet and the non-cash adjustments on the cash flow statement estimates worksheet. On the other hand, to increase goodwill after a business acquisition, one would have to add another line item under investing activities on the cash flow statement estimates worksheet, which would separate the difference between the purchase price and the target’s book value from the line item acquisitions. In general, one could make the financial model more flexible by adding further line items to any of the three financial statements. For example, similar to goodwill impairment one could account for asset impairments by adding the respective line items to the income statement and cash flow statement estimate worksheets and then link them to net PP&E on the balance sheet estimate worksheet. 4. 4.1. Enterprise Value Multiples Introduction to Relative Valuation Models From a theoretical perspective, there are two types of valuation models: Absolute valuation models, which aim to estimate an asset’s intrinsic value, and relative valuation models, which determine the value of an asset relative to the values of other assets. While discounted cash flow models (also called present value models) and asset-based models fall into the first category, 37 price multiples and enterprise value multiples (also called multiplier models or market multiple models) fall into the latter (Kaplan, 2014a; 2013a). For now we will focus on relative valuation models, but discounted cash flow models will also be discussed in more detail in Section 8. To begin with, multiples are among the most widely used tools for equity valuation, because they are easily calculated and are not as sensitive to input parameters as discounted cash flow models. Additionally, they reflect current market conditions, since they measure relative and not intrinsic value, which is why multiplier models often result in valuations closer to market prices than discounted cash flow models (Damodaran, 2012). The underlying economic argument for multiplier models is the law of one price, which is the notion that two similar assets should sell at the same price, or in this case, two comparable companies should have approximately the same multiple (Kaplan, 2013a). Basically, multiples can be used in two ways. On one hand, an analyst could use multiples to evaluate whether an asset is properly valued relative to a benchmark. Typical benchmarks are a stock's historical average, which is considered a time series comparison, or comparable stocks and industry averages, which is considered a cross-sectional comparison. However, as the name implies, either way one can only establish a relative value estimate based on comparables, often simply called “comps”, so we can only conclude that a stock is over- or undervalued relative to the benchmark (Kaplan, 2014a; 2013a). On the other hand, an analyst could estimate a stock’s intrinsic value by multiplying forecasted fundamentals, like earnings per share (EPS), by an estimated multiple, like the forward P/E, for example (Bodie, Kane and Marcus, 2014). As briefly mentioned introductory, there are two basic types of multiplier models: Price multiples are based on the ratio of stock price to fundamentals like earnings, revenues, book values, or cash flow per share, whereas enterprise value multiples are typically based on the ratio of enterprise value to either revenue or EBITDA (Kaplan, 2013a). The difference between price multiples and enterprise value multiples is that the former uses an equity value in the numerator, while the latter uses enterprise or firm value. Hence, to yield a proper multiple, the denominator should also be either an equity value, like net income and book value of equity, or a firm value, like revenue and EBITDA (Damodaran, 2012). Equity value and enterprise value, along with the proper associated valuation metrics will be discussed in more detail in the next section. In addition, there are two basic calculation methodologies: Multiples based on trailing or historical fundamentals and 38 multiples based on forward or leading fundamentals. Many practitioners use forward multiples rather than trailing multiples, because the latter are often considered to only reflecting the past. Nonetheless, one has to keep in mind that forward multiples are based on projections and are hence prone to forecasting errors and analyst biases. For this reason, the same multiple can take on quite different values depending on whether trailing or leading fundamentals were used to calculate it (Kaplan, 2013a). Furthermore, when using multiplier models for valuation purposes, it is critical that firms used as comparables are really comparable, which may not be the case due to differences in size, risk, growth potential, cash flows, or even the industry they operate in. Additionally, one has to judge the applicability of multiples before using them for valuation. For example, using P/E multiples for cyclical firms is difficult due to their sensitivity to economic conditions. Also, they may not be comparable in an international context due to different accounting standards used to calculate earnings per share (Kaplan, 2013a). Finally, the multiple has to be uniformly defined across the set of comparable companies to be useful for valuation purposes, as even the simplest multiples can be defined differently by different analysts. Taking the P/E multiple as an example again, while the market price is mostly used in the numerator, the EPS number in the denominator could be of the most recent fiscal year, the last four quarters, or the upcoming fiscal year, resulting in either the current P/E, the trailing P/E, or the forward P/E, respectively. To further complicate matters, EPS can be based on basic or diluted shares outstanding and also include or exclude extraordinary items (Damodaran, 2012). Therefore, it would clearly be wrong to compare a company’s current P/E multiple to another company’s forward P/E multiple, for example. While this sounds simple, it can actually become quite problematic when valuing a company based on the current P/E multiple, since different firms can have different fiscal years (Damodaran, 2012). For example, if a company’s fiscal year equals the calendar year, at the beginning of January this company’s current price would be divided by very recent earnings. On the other hand, if a company’s fiscal year ends in March, at the beginning of January this company’s current price would be divided by earnings from nine months ago. Clearly, in such a case it would be more prudent to use the trailing P/E multiple, which is based on the last four quarters of earnings. Another way to adjust for such differences is to use a technique called calendarization, which simply means to combine quarterly with annual data to make sure that all 39 company financials are as of the same date (Pignataro, 2013). In the above example, this would entail combining the latter company’s last financial year’s 4Q earnings with this financial year’s 1Q to 3Q earnings to make it comparable to the former company. Finally, it is crucial to have a sense of a multiple’s typical, high, or low value relative to the industry and the market as a whole. While analysts are mostly familiar with industry multiples, they often don’t know how a multiple is distributed across the entire market. This, however, is an important consideration, since stocks, no matter what industry they are in, compete for the same investor dollars. Additionally, knowing how multiples vary across sectors can be helpful in determining whether a sector is over- or undervalued. To judge a multiple’s value, analysts typically use the multiple’s distributional characteristics, like average and median, standard deviation, maximum and minimum, and also percentiles. Since averages are more prone to be affected by outliers, the multiple’s median is often the preferred measure. For the same reason, 25th and 75th percentiles are considered more useful than maximum and minimum values of a set of comparable companies. Lastly, to mitigate the effect of outliers, they are usually excluded when computing statistics, or the multiple is constrained to be within a range of specific values. P/E multiples, for example, can easily become as high as 500 or 1000 if high stock prices coincide with very low earnings, which is most likely not representative and distorts the average of the sample (Damodaran, 2012). 4.2. Enterprise Value vs. Equity Value Equity value, also often called market value (as opposed to book value), is simply a company’s market capitalization, which is defined as shares outstanding times share price. Therefore, equity value can be thought of the value of a company attributable to only equity holders, thereby excluding debt holders, minority interest holders, and other obligations (Pignataro, 2013). In contrast, enterprise value, also often called firm value, measures the value of the whole company instead of only its equity, and can be viewed as what it would cost to acquire the entire company. Hence, a common formula to calculate enterprise value is as follows (Kaplan, 2013a): Enterprise Value (EV) = market value of common stock + market value of preferred stock + market value of debt – cash and short-term investments 40 The rationale for subtracting cash and short-term investments is that while debt increases the cost to a potential acquirer of the entire company, any liquid assets effectively lower its cost. Furthermore, the main benefit of enterprise value over equity value is that it is capital structure neutral, in that it eliminates the effects of leverage. Therefore, analysts often use it to compare the value of firms with significantly different capital structures. However, it should be noted that depending on the desired degree of complexity, various definitions of enterprise value appear in academic literature. For example, Kaplan (2014a) also adds minority interest, but notes that for simplicity most analysts assume a value of zero for minority interest and preferred equity, whereas Pignataro (2013) uses a more practical definition, which also includes debt equivalents: Enterprise Value (EV) = equity value + preferred securities + short-term and long-term debts + current portion of long-term debts + capital lease obligations + other non- operating liabilities (e.g. unallocated pension funds) + non-controlling interest – cash and cash equivalents To add even more complexity, Koller, Goedhart and Wessels (2010) provide the most comprehensive definition and suggest adjusting debt and any other non-equity claims to convert enterprise value into equity value. This includes short-term and long-term debt, debt equivalents, like unfunded pension liabilities and capitalized operating leases, as well as hybrid securities, like preferred stock, convertible debt, and employee stock options. On the other hand, practitioners, as exemplified by Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2011), simply adjust for net debt, which is total debt adjusted for cash and equivalents, taking into account pensions and other interest-bearing liabilities, as well as marketable securities. Lastly, a common problem with enterprise value is that the market value of debt is often not available, which is why analysts often either use the book value of debt or the market value of similar bonds. Nevertheless, book value may not be a goods proxy for market value, especially if market conditions or the company’s creditworthiness have changed significantly since the debt was issued (Kaplan, 2013a). Another common problem with equity value is to decide which number of shares to use in the calculation. In valuation, the above definition of equity value is usually reversed, in that once equity value is derived it is divided by the number of shares to arrive at a share price estimate. But no matter if one aims to value a company or simply wants to 41 calculate a company’s market capitalization, the question remains the same. On top of that, the question extends to the computation of earnings per share (EPS) and book value per share (BVPS), and while it may seem like an easy task, it can become quite complicated when companies use stock options and so-called restricted stock units (RSUs) for employee compensation. While their effect is neglectable for most firms, it can be quite substantial at technology firms, for example, which are more heavily weighted towards options than other firms (Damodaran, 2012). Therefore, we will take a closer look at this problem in the next section. To summarize, the above discussion shows that even though all approaches are based on the same theoretical foundations, the practical application can differ substantially. As we will discuss more detailed in Section 8.2 with regard to discounted cash flow models, this is mostly due to different definitions and degrees of complexity used in practice. However, for the sake of simplicity, and to provide an approach that is as close as possible to what analysts actually do in equity research, our definition of enterprise value will be most similar to the methodology used by Pignataro (2013), as well as Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2011). As can be seen from Table 5, in line with the previous discussion, we start our calculation of Amazon’s enterprise value by first computing its equity value. More precisely, as will be discussed in the following section with regard to basic vs. diluted shares outstanding, we multiply Amazon’s year-end share prices by the weighted-average diluted shares outstanding to arrive at equity value estimates of $151,651 million, $186,235 million, and $146,485 million for 2012, 2013, and 2014, respectively. We then subtract cash and short-term investments, and add shortterm and long-term debt, minority interest, and preferred stock to arrive at our enterprise value estimates of $107,287 million, $176,979 million, and $137,334 million for 2012, 2013, and 2014, respectively. Taking a closer look at the numbers, one can easily see that both equity value and enterprise value fluctuate heavily, which is mostly caused by changes in Amazon’s stock price, since share counts and balance sheet adjustments only changed by relatively small amounts. Finally, it should be noted that we use the term “estimate” to highlight the fact that the above equity and enterprise values, even though they are historical and don’t depend on any assumptions, still depend on our chosen calculation methodology. For example, Deutsche Bank Markets Research (2014), Jefferies Equity Research (2014), and UBS Global Research (2014) all 42 calculate different EV/revenue multiples for 2012 and 2013, even though all use the same historical revenue figures. Hence, they must use somewhat different calculation methodologies for enterprise value. Compared to our methodology, Jefferies Equity Research (2014), for example, also takes into account other interest-bearing liabilities. According to Amazon’s (2015) latest annual report, this could be justified by the fact that the line item other long-term liabilities primarily consists of finance and capital leases, which are typically considered interest-bearing debts. Nevertheless, for consistency and comparability, we decided to exclude other interestbearing liabilities, since we also disregard them in our public comparable company valuation to simplify the analysis. To be perfectly precise, we should have scrutinized all of Amazon’s liabilities and also all peer companies’ liabilities on a case-by-case basis to decide whether to include or exclude individual line items in the calculation of enterprise value. 4.3. Basic vs. Diluted Shares Outstanding As mentioned in the previous section, even though it sounds simple, the question of which number of shares to actually use for valuation purposes can be quite complicated. From a theoretical perspective, Koller, Goedhart and Wessels (2010) suggest to use a company’s most recent number of undiluted shares outstanding, if the full value of options and convertible debt was already adjusted by using an option-based valuation approach when converting enterprise value to equity value. Otherwise their effect on equity value per share would be double-counted in the calculation process. If not, however, they suggest using a diluted number of shares, which adds the dilutive effect of options and convertible debt to the number of undiluted shares outstanding. Damodaran (2012) follows the same methodology, but describes several ways to account for the dilutive effect, including an option pricing model, the treasury stock method, or the fully diluted approach. Pignataro (2013), on the other hand, simply uses undiluted shares outstanding and adds the dilutive effect approximated by the treasury stock method. No matter which methodology is used, Koller, Goedhart and Wessels (2010) suggest using actual shares outstanding instead of weighted-average shares outstanding, which are usually reported by companies to calculate earnings per share. The reason for this is that the latter usually takes into account the portion of the year that the newly issued shares were outstanding. Hence, both numbers would match only if all shares would be issued at the first day of the year, whereas, with rising share counts over the year, the weighted-average is usually lower (Kaplan, 2013a). As can 43 be seen from Amazon’s (2015) latest annual report, for example, the number of basic shares outstanding was constantly higher than the number of weighted-average basic shares outstanding from 2012 to 2014. So which number of shares should we use to value Amazon? Regarding the number of stock awards, Amazon (2015, p. 65) states that “common shares outstanding plus shares underlying outstanding stock awards totaled 483 million” on December 31, 2014, thereof 17.4 million restricted stock units (including granted, vested, and forfeited) and 0.4 million stock options. In contrast, Amazon (2015) reports the actual number of common stock outstanding as of January 16, 2015 to be 464.4 million. Hence, the difference between both share counts represents the maximum possible dilutive effect. Yet this doesn’t imply that the dilutive effect will fully materialize. For example, the dilutive effect (on a weighted-average basis) during 2013 was only 8 million even though the maximum possible dilutive effect from outstanding stock awards and options totaled 15.8 million at the end of 2012 (Amazon, 2015). The most likely reason for this difference is that while restricted stock units may be granted, they may not be vested yet, or that some options are simply not exercisable or in the money, yet. That being said, to stay consistent with the approaches suggested by Damodaran (2012), Pignataro (2013) and Koller, Goedhart and Wessels (2010), we would have to subtract the fair value of the restricted stock units from enterprise value and account for stock options by either using an option pricing model or the treasury stock method. However, due to Amazon not reporting an exercise price in its annual report, and due to the complexity of using an option pricing model, both approaches are technically not feasible. Therefore, and for the sake of simplicity, we decided to use the most recently reported number of weighted-average diluted shares outstanding as a closest proxy for our valuation purposes. Since Amazon’s weightedaverage diluted shares outstanding also include the dilutive effect of restricted stock units, we also don’t have to separately adjust for them when converting equity value to enterprise value 3. 3 Author’s note: As stated in its most recent annual report, Amazon (2015, p. 43) includes all stock awards, i.e., restricted stock units and stock options, in its diluted EPS calculation: “Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an ant dilutive effect." 44 Nonetheless, two problems arise from this approximation: First, as mentioned above, the number of non-weighted shares outstanding is usually higher than the number of weighted shares outstanding if we assume a growing share count. Hence, our estimate of non-weighted diluted shares outstanding should be slightly above the number of weighted diluted shares outstanding. Second, as can be seen from Amazon’s annual report excerpt in the footnote, Amazon doesn’t include stock awards in its EPS calculation during periods with a net loss. Since Amazon actually reported a net loss for the fiscal year 2014, the number of weighted-average basic shares of 462 million coincides with the number of weighted-average diluted shares for this period. Therefore, as Table 5 shows, we based our estimate on the 4Q 2013 number of 472 million weightedaverage diluted shares outstanding. For consistency, we used the same methodology to derive our share count estimates for the years 2012 and 2013, which resulted in 461 million and 467 million weighted-average diluted shares outstanding, respectively. As mentioned before, the share count issue also extends to the computation of earnings per share (EPS), book value per share (BVPS), as well as our DCF analysis in Section 8. Hence, for simplicity and consistency, we will use the same number of weighted-average diluted shares outstanding for these calculations. Regarding EPS and BVPS, in fact equity research reports, as exemplified by UBS Global Research (2014), Deutsche Bank Markets Research (2014), or Jefferies Equity Research (2014), only mention them on a diluted and adjusted basis, without further reference on what exactly was adjusted for. For this reason, we also decided to use P/E multiples on a diluted and adjusted (pro-forma) basis for our public comparable companies analysis in Section 5. Regarding our DCF analysis, to be consistent with the above theoretical discussions of enterprise value and number of shares, we have to use some measure of diluted shares outstanding to arrive at a share price estimate, since we don’t adjust for any stock awards when converting enterprise value to equity value. This is also in line with practitioners, as exemplified by UBS Global Research (2014), Deutsche Bank Markets Research (2014), or Jefferies Equity Research (2014). Interestingly, all of them used different diluted share counts for estimating Amazon’s price per share with 475 million, 477.4 million, and 470 million, respectively. However, one also has to keep in mind that the reports are as of July 2014. To conclude, like with enterprise value in the preceding section, the above analysis shows that even a seemingly simple problem, like choosing a share count for valuation purposes, can 45 become very complex in practice. As mentioned previously with regard to enterprise value calculations, this is mostly due to different definitions and degrees of complexity used in practice. Unfortunately, the fact that we have no insight into how practitioners derive their differing numbers of diluted shares outstanding doesn’t make things easier. 4.4. Valuation Metrics and Multiples Before taking a closer look at valuation multiples in the following sections, it is crucial to understand the various fundamentals that affect the value of a multiple. In fact, the common believe that multiplier models use fewer assumptions than discounted cash flow models, which we mentioned as a benefit of multiplier models before, is not entirely true. To be more precise, both methods are based on the same assumptions, but while they are explicit and stated in discounted cash flow models, they are implicit and unstated in multiplier models. Hence, no matter which valuation method is used, firm value is essentially a function of the capacity to generate cash flows along with the expected growth and risk of these cash flows. In other words, any multiple is determined by the same three variables: risk, growth, and capacity to generate cash flows. Therefore, as a general rule, companies with higher growth, less risk, and greater cash flow generating potential should trade at higher multiples, et vice versa (Damodaran, 2012). As already mentioned above, the most popular metrics used in multiplier models are earnings, revenues, book values, or cash flows. While earnings are probably the most frequently used denominator for price multiples, EBITDA and EBIT are most common for enterprise value multiples. To briefly recap, using firm value in the numerator requires also using a firm value like EBITDA, or EBIT in the denominator. Regarding the way that multiples are affected by fundamentals, both P/E multiples and EV/EBITDA multiples are positively related to cash flow growth and inversely related to the company’s overall risk level, as determined by cost of equity and WACC (Kaplan, 2014a). However, using an EBITDA multiple instead of an earnings multiple has two major advantages: First, negative valuation metrics render a valuation multiple meaningless and EBITDA is usually positive, even if earnings are not. Second, it is more useful when comparing companies with different degrees of leverage, since EBITDA flows to both debt and equity holders, and also when valuing capital intensive businesses with high levels of depreciation and amortization (Kaplan, 2013a). As a final point, revenue is also often used as a 46 valuation metric for enterprise value multiples. In addition to the benefits of EV/EBITDA multiples over P/E multiples mentioned above, EV/revenue multiples enjoy the advantages that revenue is always positive, harder to manipulate, and less volatile than earnings. Nonetheless, they also come with additional disadvantages, in that they do not capture differences in cost structures and in that high revenues are not indicative of high earnings (Kaplan, 2014a). Regarding the use of EBITDA and EBIT as valuation metrics, there are some subtle but important differences to keep in mind. To begin with, EBITDA is often used by analysts as a proxy for cash flow, even though it doesn’t capture capital expenditures and growth in working capital. Also, as explained above, EBITDA is often used to normalize differences in capital expenditures among a set of comparable companies, since it adjusted for depreciation and amortization, which tends to rise and fall with a company’s capital expenditures (Kaplan, 2014a). However, with regard to cash flow proximity it often makes more sense to use EBIT, since EBITDA somewhat overstates cash flow. The reason for this is that EBITDA doesn’t account for capital expenditures, while adding back depreciation and amortization. Similarly, EBIT doesn’t account for capital expenditures, but at least it doesn’t add back depreciation and amortization. In this sense, even though EBITDA is commonly used to normalize differences in capital expenditures, EBIT should be a better cash flow proxy for companies with high capital expenditures. While our relative valuation of Amazon will focus on EV/EBITDA, EV/revenue and P/E multiples, for the sake of completeness, we also decided to calculate a cash flow and a book value multiple. More precisely, we calculate price/tangible book value and equity value/levered free cash flow to complement our analysis, whereas the latter could be further divided by the number of shares to result in the price/levered free cash flow multiple. Using tangible book value instead of total book value removes intangible assets from equity, which results in a lower adjusted book value and hence a higher multiple. The reason for this adjustment is to improve comparability across firms, which may have grown either internally or through acquisitions. In the latter case, goodwill and other intangible assets will show up on the balance sheet, whereas in the former case they won’t (Kaplan, 2013a). As can be seen from Table 2, we only excluded goodwill in our calculation, as Amazon doesn’t report other intangible assets as a separate line item, but only 47 includes them in other assets on the balance sheets. However, due to the small amount of Amazon’s other intangibles, the effect of this simplification is negligible. Additionally, using levered free cash flow instead of unlevered free cash flow results from the point we made in Section 4.1 regarding consistency of multiples: Since equity value is used in the numerator, an equity value has to be used in the denominator. In theory, depending on whether one wants to estimate enterprise value or equity value, one has to use different cash flow definitions and required returns (Kaplan, 2014a): Enterprise Value = FCFF discounted at WACC Equity Value = FCFE discounted at cost of equity with FCFF = free cash flow to firm, often also called unlevered free cash flow (UFCF), and FCFE = free cash flow to equity, often also called levered free cash flow (LFCF). Thereby, unlevered free cash flow is considered cash available to all the firm’s investors, while levered free cash flow is defined as cash available to equity holders after funding capital requirements, working capital needs, and debt financing requirements. More precisely, a common definition for unlevered free cash flow, which we will adopt for our valuation, is as follows (Pignataro, 2013; Kaplan, 2014a): FCFF = EBIT x (1 – tax rate) + non-cash charges – investment in working capital – capital expenditures. To receive levered cash flow, this formula has to be adjusted for after-tax interest payments and net borrowings, which is defined as new debt issues subtracted for repayments (Kaplan, 2014a): FCFE = FCFF – Interest x (1 – tax rate) + net borrowing FCFE = EBIT x (1 – tax rate) + non-cash charges + net borrowing – after-tax interest – investment in working capital – capital expenditures. However, like with the calculation of enterprise before, it should be noted that various definitions of levered and unlevered free cash flow appear in academic literature. While we will discuss 48 different calculation methods in more detail with regard to discounted cash flow analysis in Section 8, Table 2 shows that for now we simply calculate levered free cash flow as cash flow from operations minus CapEx. This is also in line with Amazon’s (2015) calculation of free cash flow as a non-GAAP financial measure, even though, to remain in line with our above definition, we should also adjust for net borrowing. 5. Public Comparable Company Analysis 5.1. Our Valuation Approaches In the following sections, we will apply the first of our three chosen valuation methods, which is a relative valuation approach, called public comparable company analysis. Public comparable company analysis utilizes market multiples, meaning multiples based on current market prices, to value a company. Our second valuation method, which is also a relative valuation approach, called precedent transactions analysis, will build on the same theoretical foundations, but instead of market multiples it utilizes purchase multiples, meaning multiples based on historical transactions, to assess the relative value of a company. In contrast to the first two methods, our third valuation method is an absolute valuation method, called discounted cash flow analysis, which values a company based on its expected future cash flows. As this brief introduction shows, each of the three methods approaches value from a different perspective and based on different, often quite subjective variables. Therefore, if all three methods result in a similar valuation range, from a financial perspective, we can be relatively confident in our estimate of Amazon’s value (Pignataro, 2013). That being said, before using any of these valuation methods it is also important to be aware of the advantages and drawbacks of each. Compared to the other two methods, the major advantage of public comparable company analysis is that it gives a market perspective, as it is based on the most recent stock prices and financials of the company. But at the same time this is also one of its major drawbacks, since a stock, an industry, or the entire market could be over- or undervalued (Damodaran, 2012). Another disadvantage, which will be discussed in more detail below, is the difficulty to find a set of truly comparable companies, especially if a company has a unique 49 business model. The major advantage of precedent transaction analysis is the fact that instead of market prices, it is based on purchase prices of entire companies, which usually include a premium. Hence, if we were interested in acquiring a company, such an analysis could help us determining how much of a premium we would have to pay. However, by definition, this type of analysis has several major drawbacks: First, historical transactions may be irrelevant if the economic environment has changed in the meantime, since multiples will also have changed then. Second, it might be difficult to find relevant transactions, especially in industries where there are only few transactions, and third, even if there are relevant transactions, it might be difficult to find data, especially with transactions of private companies (Pignataro, 2013). Finally, the major advantage of discounted cash flow analysis is that it is the most technical of the three valuation methods, since it is based on a company’s expected future cash flows. Compared to the other two methods, which are driven by either market or historical data, this allows us to establish own values for input variables based on our expectations about the future. Unfortunately, like with public company comparables, at the same time this is also a major drawback of the discounted cash flow method, since model projections could simply be wrong. Additionally, it is often difficult to determine a proper discount rate and terminal value, which both significantly affect the overall valuation (Pignataro, 2013). To summarize this brief discussion, while all three valuation methods have their drawbacks, they also have their strengths. Therefore, the key is to take advantage of each method’s strengths, while avoiding their weaknesses in trying to find a fair value for Amazon. In doing so, it is important to keep in mind that each valuation method offers just one possible point of view to draw conclusions from. Hence, to facilitate better decision making, it is often helpful to summarize the valuation results on one page. Also, since each method depends on a range of parameters, it is best practice to expand the valuation output across a range of value estimates, as opposed to centering on a single point estimate. While it is almost impossible to come up with a proper single value estimate, a valuation range is often enough to suggest the future direction of an investment. To graphically represent this valuation summary, we will use a floating bar chart, often called a “football field” chart, where we use Amazon’s fundamentals to convert the calculated comparable companies and comparable transactions multiples into actual stock price estimates, which, as briefly mentioned in Section 4.1, is another way to interpret multiples. Thereby, the value ranges are based on each multiple’s distributional characteristics, which are 50 the median, maximum and minimum values, and also percentiles. By also including Amazon’s current stock price, we can then use this football field chart to assess Amazon’s value and to draw a final conclusion on whether it is properly valued. 5.2. Introduction to Public Comparable Company Analysis In this section we will build on the theoretical foundations discussed in Section 4 by using relative valuation to find a fair value for Amazon. More precisely, we will compare various multiples for Amazon with benchmark values for these multiples, which are based on a set of publicly traded comparable companies. In doing so, we will follow the general methodology suggested by Kaplan (2014a): 1. Select and calculate the multiple that will be used 2. Select and calculate the benchmark, e.g., the mean or median multiple of comparable stocks or the entire industry, or simply the stock's historical average multiple 3. Compare the stock’s multiple to the benchmark 4. Examine whether any observed difference between the multiples of the stock and the benchmark are explained by the underlying determinants of the multiple, and make appropriate valuation adjustments If, after going through this step-by-step process, the stock’s multiple is above or below the benchmark value, the stock is considered either overvalued, meaning the stock’s multiple is above the benchmark, or undervalued, meaning the stock’s multiple is below the benchmark. Nonetheless, before making this judgment, it is imperative to check whether any differences between the multiple and the benchmark could be explained by the fundamentals that affect a company’s multiple, as discussed in Section 4.4. To briefly recap, the three variables that affect company value are cash flow generation, growth potential, or risk (Damodaran, 2012). Taking the P/E multiple as an example, a stock with a lower multiple than the benchmark could either be undervalued, or properly valued but with either lower growth potential or higher risk. In other words, to conclude that a stock is truly under- or overvalued, we have to make sure that we compare apples to apples (Kaplan, 2014a). 51 5.3. Finding Comparable Companies Before we can apply this step-by-step methodology, however, we have to define a set of publicly traded comparable companies, which is also often called a peer group. In fact, this is the most important and most difficult part of relative valuation, since no two firms are identical, and even firms in the same business can still differ on characteristics like risk, growth potential and cash flows (Damodaran, 2012). Unfortunately, there is no simple and uniform way to derive a peer group, neither in theory nor in practice. Looking at Amazon, for example, peer groups vary widely among different analysts and data providers. More specifically, as Table 6 shows, Jefferies Equity Research (2014) and S&P Capital IQ (2015) define completely different peer groups, while Yahoo Finance (2015) and Morningstar (2015a), with Alibaba Group Holding Ltd., list at least one common competitor. The most likely reason for this variation is the fact that Amazon has quite a unique business model, which makes it hard to find comparable businesses. So how should we choose our set of comparable companies then? Pignataro (2013) suggests to start with companies that are similar in size, product, and geography, whereas Damodaran (2012, p. 650) defines a comparable company as “one with cash flows, growth potential, and risk similar to the firm being valued”. Interestingly, both definitions have not even one common component. However, Damodaran (2012) also notes that most analysts define comparable firms to be in the same industry, thereby implicitly assuming that firms in the same industry have similar risk, growth, and cash flow profiles. Unfortunately, this industry-focused approach becomes difficult when there are very few publicly traded firms in a particular industry, or when there are large differences among them regarding the above mentioned characteristics. For example, there may be hundreds of computer software companies in the U.S., but there may also be huge differences among them regarding not only products and size, but also growth, risk, and cash flows. In turn, this shows that depending on how broad we define our industry, we will most likely also receive a wider range of multiples for our comparable companies. Keeping both Pignataro’s (2013) and Damodaran’s (2012) definitions in mind, and taking into account that Amazon has quite a unique business model, as briefly discussed in Section 2.1, it is easy to see that finding a set of comparable companies for Amazon is no easy task. After all, there are simply no “close” comparables to Amazon, which is why even practitioners define very 52 different peer groups. For these reasons, we decided to define our peer group after the fact that, as measured by revenue, Amazon is one of the largest online retailers in the world, and the largest online retailer in the United States (MarketLine, 2014; Wall Street Journal, 2014). Hence, we simply took the next three top-ranked U.S. online retailers by revenue, which are Wal-Mart Stores Inc., Apple Inc., and Staples Inc. (Wall Street Journal, 2014). Finally, we added Ebay Inc. and Alibaba Group Holding Ltd. to our list of comparable companies, since, due to their similar business models, they are often considered to be the closest comparables to Amazon (MarketLine, 2014 and 2015). Clearly, none of the above companies is perfectly comparable to Amazon: Wal-Mart Stores Inc. and Staples Inc., for example, both have a strong online presence, but they also operate physical stores. Furthermore, Wal-Mart Stores Inc. is primarily a grocery retailer and Staples Inc. is an office supply chain store. Similarly, Apple has a strong online presence with its digital sales from iTunes and the App Store, as well as its hardware sales, but in the end Apple primarily designs and develops consumer electronics and software. Lastly, Alibaba Group Holding Ltd. and Ebay Inc., even though they are considered to be the closest comparables to Amazon, essentially only provide sales services via web portals, instead of actually selling products like Amazon. Anyhow, while not perfectly comparable, all of these companies have at least something in common with Amazon. For example, Apple Inc. also sells smartphones and tablet computers, Staples Inc. and Wal-Mart Stores Inc. also sell products online, Ebay Inc. also offers a shopping platform for other businesses, and Alibaba Group Holding Ltd. also offers cloud computing services. 5.4. Some Technical Notes Before we take a close look at the numbers, we want to highlight some technical difficulties that often complicate a seemingly simple comparable company analysis. To start with, a major problem with this valuation method is data availability. In equity research or investment banking financial data is usually readily available from data providers like Bloomberg, Reuters, or FactSet, for example. Also, data from these sources is mostly standardized, which allows for quick and easy cross-sectional comparisons of different companies. If such sources are not available, however, gathering peer group data can be a very time-consuming and tedious process. While basic data, like shares outstanding or share prices, can easily be derived from public sources like Yahoo Finance and companies’ annual reports in a standardized way, gathering 53 financial data, like enterprise values or forecasted financials, can be problematic, since oftentimes not all values are available from the same data source. Of course, one could simply use different sources, but this could distort the analysis without knowledge on how the values were calculated. For example, determining enterprise values for Amazon’s peer companies requires calculating equity values first. As mentioned earlier, market capitalizations are simply calculated as shares outstanding times share price, and they are usually easily available from public sources. Nonetheless, a quick analysis shows that on the same day, Google Finance (2015) quotes Amazon’s market capitalization to be 314.9 billion, while Morningstar (2015a) quotes 315.6 billion, and Reuters (2015) quotes 316.6 billion. As already discussed in Section 4.3, this is due to the various share counts used in the calculation, where we decided to use the weighted-average diluted shares outstanding. While this is only an approximation, it greatly simplifies the analysis of our peer companies, since we can easily take the share counts from the respective annual and quarterly reports and the share prices from Yahoo Finance (2015). After determining equity value, the calculation of enterprise value becomes even more complicated, since various balance sheet adjustments are necessary. Here, the two main questions are what to adjust and where to take the data from? While we already answered the first question in Section 4.2, the second question poses a greater challenge, since, like with equity values above, different sources almost always provide different enterprise values. For example, as mentioned before, Deutsche Bank Markets Research (2014), Jefferies Equity Research (2014), and UBS Global Research (2014) all calculate different EV/revenue multiples for Amazon in 2012 and 2013, even though all use the same historical revenue figures. Again, this should not be surprising, due to the many definitions and calculation methodologies being used in practice. To allow for maximum standardization and comparability among our peer companies, we decided to make only the same simple balance sheet adjustments that we made for Amazon. Furthermore, we chose to derive all values for net debt, minorities, and preferred stock from Morningstar (2015a), instead of the individual company reports. The reason for this is that Morningstar allows exporting data to MS Excel, which greatly simplifies our standardization process (“calendarization”) to Amazon’s fiscal year, which ends December 31. In this regard, we only adjust the fiscal years of Apple Inc. and Alibaba Group Holding Ltd., even though the fiscal years of Wal-Mart Stores Inc. and Staples Inc. also differ from Amazon by one month. To be perfectly precise, we could have further split up their quarterly data into monthly data, as suggested by 54 Pignataro (2013). However, for the sake of simplicity, we decided to neglect this one-month difference. Lastly, since the reports for Alibaba Group Holding Ltd. were in Chinese Yuan, we had to adjust them to U.S. Dollars using the USD/CNY exchange rate of 6.192 as per December 31, 2014. As a final note, like with the varying market capitalizations quoted by different sources before, Yahoo Finance (2015), for example, provides different balance sheet adjustments for some of our peer companies than Morningstar (2015a), which again underscores the importance of using the same data source across all companies. The problem of data availability also extends to valuation metrics. More specifically, the main question with revenue, EBITDA, and EPS is where to get the projections from, since public sources almost never provide them. On top of that, metrics like EBITDA and EPS are often adjusted by equity analysts in a variety of ways. Hence, even if we found projections somewhere in the public domain, we would again compare apples to oranges if we would take historical values from another source or if we would take different sources for different companies. For this reason, we decided to take both historical and forecasted figures mostly from UBS equity research reports 4. As briefly mentioned in Section 4.3, UBS, like most other equity research providers, only shows adjusted values for EBITDA and EPS, and also only shows EPS on a diluted basis. Therefore, we decided to also use these values for our analysis, even though we don’t exactly know what items were adjusted. Nevertheless, using the same research provider for all comparable companies increases the comparability of valuation metrics, since the same adjustments are most likely applied across all companies. Finally, we had to standardize the numbers of Apple Inc. and Alibaba Group Holding Ltd. again, and since the reports for Alibaba Group Holding Ltd. were in Chinese Yuan, we had to adjust them to U.S. Dollars again. 5.5. Looking at Amazon’s Numbers After defining the peer group and gathering all necessary data, we can now focus on the above step-by-step methodology to find a fair value range for Amazon. Regarding the choice of multiples, as discussed in Section 4, depending on whether an equity value or enterprise value is used in the nominator and depending on which valuation metric is used in the denominator, a 4 Author’s note: UBS equity research reports only provided Apple Inc.’s fiscal year numbers, while we needed quarterly numbers to adjust for the fiscal year. Hence, for Apple Inc. we used equity research reports from Societe General instead of UBS. 55 variety of valuation multiples is possible. However, as can be seen from Table 6, we decided to focus on EV/EBITDA, EV/revenue, and P/E, which are the most common multiples encountered in practice. Regarding the choice of a benchmark, taking the P/E multiple as an example, typical benchmarks include the stock’s average historical P/E, the P/E of a competitor with similar operating characteristics, the P/E of an equity index, and the average or median P/E of a peer group or industry (Kaplan, 2014a). Again, as already discussed in Section 4.1on how to judge a multiple’s value, we decided to take the medians of our chosen multiples across our set of comparable companies as a primary benchmark, supported by the 25th and 75th percentiles and maximum and minimum values. Finally, to get a more comprehensive picture, we decided to utilize both forward multiples (2015E) and trailing multiples (2014). After selecting and calculating the multiples, we can then compare them to the benchmark values to draw conclusions about Amazon’s current valuation. To facilitate better judgment on whether or not any difference between Amazon’s multiples and the benchmarks are explained by the underlying determinants of the multiples, we also included EBITDA margins (as a proxy for cash flow generation capacity), as well as revenue and EBITDA growth rates (as a proxy for future cash flow growth) in our table of operating statistics 5. The first thing to note when looking at Table 6 is that we excluded Alibaba Group Holding Ltd. from our multiples analysis. With EV/revenue of 22.5x and 16.3x, EV/EBITDA of 41.7x and 31.1x, and P/E of 48.7x and 39.7x for 2014 and 2015, respectively, the company’s multiples deviate significantly from the rest of the peer group and would therefore only distort the analysis 6. As discussed already in Section 4.1, this could be due to different accounting standards, since Alibaba Group Holding Ltd. is the only non-American company included in the peer group. Also, since the company operates in different markets, its multiples most likely reflect different economic conditions and expectations compared to the rest of the peer group. However, taking into account Alibaba Group Holding Ltd.’s revenue and EBITDA growth rates 5 Author’s note: If necessary, beta (from the WACC worksheet) could be used as an additional proxy for risk, since the other parameters to calculate cost of equity using the CAPM are the same for all companies. In theory, required returns are used to measure risk. Hence, the appropriate risk measure for enterprise value multiples would be WACC, whereas the appropriate risk measure for price multiples would be cost of equity (Damodaran, 2012). 6 Author’s note: To be perfectly precise, we should have also eliminated Alibaba Group Holding Ltd. from the operating statistics table to not distort the distributional characteristics. However, since it doesn’t directly affect our valuation analysis, we decided not to do so. 56 of 37.7% and 34%, respectively, combined with EBITDA margins above 50%, its high valuation is also somewhat justified compared to the rest of the peer group. To briefly recap, no matter which valuation method is used, firm value is a function of the capacity to generate cash flows along with the expected growth and risk of these cash flows. After excluding Alibaba Group Holding Ltd., the multiples seem to be narrowly distributed across the peer companies with EV/revenue ranging from 0.5x to 3.8x, EV/EBITDA ranging from 7.8x to 11.9x, and P/E ranging from 11.7x to 19.1x. Comparing Amazon’s multiples to these benchmarks shows that as measured by EV/revenue, Amazon is slightly below the median, while it is clearly above the maximum as measured by EV/EBITDA and P/E. With regard to the P/E multiple this is not surprising, since Amazon has very low and sometimes even negative earnings, which renders the multiple meaningless for our analysis. Looking at EV/EBITDA instead has two major benefits: First, EBITDA is usually positive even if earnings are not, and second, it is capital structure neutral in that it eliminates the effects of leverage. On top of that, the multiple adjusts for depreciation and amortization, which benefits our analysis in that Staples Inc. and Wal-Mart Stores Inc. operate physical stores and are therefore most likely more capital intensive than pure online companies like Ebay Inc., for example. To assess whether Amazon, with its EV/EBITDA multiples of 21x and 17.2x is actually overvalued compared to the peer group’s maximum multiples of 11.9x and 11.6x for 2014 and 2015, respectively, we can analyze margins and growth rates again. Looking at margins, one can easily see that Amazon’s EBITDA margins for 2015 are very close to Staples Inc. and Wal-Mart Stores Inc., which is justified by the fact that they are all retail companies. Nevertheless, Amazon’s revenue and EBITDA growth rates are significantly higher, which justifies its higher EV/EBITDA multiples compared to both peer companies. Compared to Ebay Inc., Amazon shows a higher growth potential combined with considerably lower margins, which could be an indication that the market values future growth more heavily than current cash flow generation. However, this conclusion doesn’t fit when also including Apple Inc., which exhibits both higher margins and growth potential compared to Amazon, and still trades at lower EV/EBITDA multiples. Therefore, our analysis remains somewhat inconclusive at this point and we should take a look at EV/revenue to complement our findings so far. 57 Compared to EV/EBITDA multiples, EV/revenue multiples have the advantage that revenues are not only always positive, but are also harder to manipulate and less volatile than earnings. Yet they do not capture differences in cost structures and high revenues are also not indicative of high earnings. That being said, in contrast to our assessment of EV/EBITDA, Amazon, with its EV/revenue multiples of 1.5x and 1.3x, seems to be slightly undervalued compared to the peer group’s median multiples of 1.9x and 1.3x for 2014 and 2015, respectively. Taking revenue growth rates into account explains Staples Inc. and Wal-Mart Stores Inc.’s relatively low and also Apple Inc.’s relatively high EV/revenue multiples. However, Ebay Inc. trades at the highest EV/revenue multiple, even though both Apple Inc. and Amazon exhibit considerably higher revenue growth rates, which, again, leaves our analysis somewhat inconclusive. To summarize this analysis, one always has to keep in mind that multiples only reflect current market conditions, which is a major drawback, since any stock, industry, or the entire market could be over- or undervalued. Additionally, companies might not be truly comparable due to differences in size, risk, growth potential, cash flows, or even the industry they operate in. Therefore, Ebay Inc.’s high multiples, for example, might simply be the result of temporary overvaluation, or the fact that it is not a suitable peer company for our analysis. That being said, we conclude that Amazon is somewhat undervalued based on our EV/revenue analysis, even though our EV/EBITDA analysis contradicts this assessment. The reason for this is that revenue multiples are generally considered more representative for companies with strong growth and low or even negative earnings. Such companies are often start-ups, which are in the early stage of their life cycle, where earnings are typically distorted by heavy capital investment before profitability increases as sales increase and investments level off. Lastly, as briefly mentioned in Section 5.1, all of the points just discussed can also be seen from Table 11, where we converted the multiples into stock price estimates for Amazon. Not surprisingly, due to Amazon’s relatively low profitability, both P/E multiples and EV/EBITDA multiples suggest a significantly lower stock price, which implies that Amazon would be strongly overvalued at its current stock price of $310.35. On the other hand, revenue multiples indicate that Amazon might be undervalued with a median stock price estimate of approximately $380, which, however, is accompanied by a wide range of stock price estimates from below $200 to almost $800. 58 6. 6.1. Precedent Transactions Analysis Introduction to Precedent Transactions Analysis As briefly introduced in Section 5.1, precedent transactions analysis essentially looks at what others have paid to acquire similar companies, and then uses this information to value the focus company. Hence, it is also a relative valuation approach, but instead of market multiples it utilizes purchase multiples. The main difference between both is that market multiples use current market values in the numerator, whereas purchase multiples are based on the purchase price paid for a company (Pignataro, 2013). According to our definition, EV/EBITDA, for example, is based on market capitalization adjusted for net debt, minority interest, and preferred stock. In a purchase multiple, however, EV/EBITDA is be based on purchase price adjusted for net debt, minority interest, and preferred stock. Thereby, purchase price is defined as the number of shares times the price paid per share, which is usually significantly higher than the market price at that time. In turn, this results in the so-called purchase premium, which we briefly mentioned before. Like public comparable company analysis, precedent transactions analysis builds on the theoretical foundations discussed in Section 4. Furthermore, it follows the same step-by-step methodology that we described for public comparable company analysis in Section 5.2, with only a few modifications. The three main differences are as follows: First, instead of publicly traded comparable companies, we look for historic transactions of comparable companies. Second, instead of standardizing financials to match with our focus company, we standardize them to the announcement date of the transaction, and third, we only use EV/revenue and EV/EBITDA multiples. 6.2. Finding Comparable Transactions While it was already difficult to find public comparable companies and the necessary data, it is even more difficult to find comparable M&A transactions with relevant data. In fact, as mentioned in Section5.1, the scarcity of comparable transactions and relevant data are two major 59 drawbacks of precedent transactions analysis. Unfortunately, like with public comparable company analysis, there is no simple and uniform way to find precedent transactions, but again, a good starting point is to focus on companies that are similar with regard to industry and financials. A further critical factor when identifying precedent transactions is timing, since transactions that happened many years ago may not be relevant anymore in today’s market environment. Hence, the more recent a transaction, the more useful it is for our analysis (Pignataro, 2013). Unlike with comparable companies, where one usually starts with a list of publicly traded companies 7 and then narrows it down by criteria like industry, geography, and size, it is hard to find such lists for comparable transactions. In equity research or investment banking, such a list of deals could easily be derived from the M&A desk, or data providers like Bloomberg, Reuters, or FactSet, for example. Nonetheless, if such sources are not available, like with public company comparables, gathering data can become a very time-consuming and tedious process. Therefore, the best way to start is to use a search engine like Google and, in the case of Amazon, search for terms like “technology M&A” or “e-commerce M&A”. The top search results that come up are typically M&A reports from consulting firms, investment banks, or other research providers. These reports are regularly updated and usually contain information on the most recent deals, including size, industry, geography, announcement date, and bidder, as well as other more general information on the M&A market. Using this technique, we eventually compiled a list of five transactions, using reports from consulting firms Pricewaterhouse Coopers (2014) and Ernst & Young (2014), boutique investment banks Peakstone Group (2015) and Woodside Capital Partners (2015), which specialize in M&A advisory, as well as information from financial news websites, like Yahoo Finance (2015), Morningstar (2015a), MarketWatch (2015), or the Wall Street Journal (2015): Expedia Inc. acquiring Orbitz Worldwide Inc. in 2015 Priceline.com Inc. acquiring Kayak Software Corp. in 2012 Staples Inc. acquiring Office Depot Inc. in 2015 7 Author’s note: A good starting point would be the Forbes Global 2000, a list of the world’s 2000 biggest public companies, which can be filtered by industry, country, market value, sales, profits, and assets. For more detail, see http://www.forbes.com/global2000/list/. 60 QVC Inc. acquiring Zulily Inc. in 2015 Priceline.com Inc. acquiring OpenTable Inc. in 2014 As a side note, even though we value Amazon on January 01, 2015, three of our chosen deals were only announced in 2015. While two of them were closed as of October 2015, the acquisition of Office Depot Inc. by Staples Inc. was still pending. To be perfectly precise, we should have only used deals prior to our valuation date. However, due to a lack of relevant comparable transactions, we decided to also include deals that happened afterwards. 6.3. Some Technical Notes After identifying our set of comparable transactions, the next step is to gather information about transaction values and operating metrics to calculate the valuation multiples. In doing so, like with comparable companies before, the main problem is data availability. However, this time we can’t simply calculate equity value and convert it to enterprise value, because we have to base our multiples on purchase prices. More specifically, this means that we need information on the price paid per share along with the amount of shares outstanding when the transaction happened. Unfortunately, financial news websites 8 often only report transaction values, which can be either equity values or enterprise values. Additionally, their deal reports are often imprecise or incomplete with statements like “equity value is roughly $2.4bn” or “valued at EV/EBITDA of 8.5”, without mentioning specific numbers for enterprise value or EBITDA. Hence, to derive enterprise values for our set of transactions, we often had to compile data from several sources, including investor presentations and SEC filings, or even make own calculations (e.g. purchase price per share x number of shares, or EV/EBITDA multiple x LTM EBITDA). As a side note, since reports by financial news websites can easily be incorrect, it is also advisable to doublecheck the facts found on one website with facts reported by another. The data availability problem becomes even worse with regard to revenue and EBITDA as valuation metrics. Unlike with comparable companies, this time the metrics have to be standardized to the announcement date of the transaction, which means that we need the last twelve months of historical data prior to the announcement of the transaction (often called 8 Authors note: A recommended website for reports on M&A deals is http://businessvaluationtools.com/blog/. 61 “trailing twelve months” or simply “TTM”). In turn, this implies that forecasts for revenue and EBITDA have to be twelve months ahead from this date. To simplify this matter, instead of the announcement date, we chose the closest quarterly cutoff date prior to the announcement as a reference point. For example, even though the acquisition of Kayak Software Corp. by Priceline.com Inc. was announced in November 2012, we chose 3Q2012 as the cutoff date. To then actually gather the data, like with comparable companies, the best and most consistent results are achieved by using equity research reports, which were recent at the time when the transaction was announced. But taking the acquisition of Kayak Software Corp. as an example again, it is almost impossible to find an equity research report that is three years old, and contains exactly the data that we need to properly standardize historical and forecasted revenue and EBITDA. That being said, for three of our chosen deals we actually found equity research reports from Deutsche Bank and CRT Capital Group, which we used to derive historical and forecasted metrics. However, for the other two deals we have no projections of revenue or EBITDA available, but at least we could gather historical values from the respective annual and quarterly reports. To summarize this discussion, due to the use of different sources for different companies, and in some cases even the same company, there is clearly a lack of standardization across our set of precedent transactions. This applies not only to revenue and EBITDA, but (to a lesser extent) also to enterprise value. For example, we couldn’t find any credible data on the enterprise value of Staples Inc.’s acquisition of Office Depot Inc., which is still pending, and therefore had to approximate it based on the incomplete information available. Additionally, we only found EBITDA on an adjusted basis for some transactions and on an unadjusted basis for others. Hence, our precedent transactions analysis is somewhat more prone to calculation errors and less reliable than our public comparable company analysis, which is something to keep in mind when drawing conclusions on Amazon’s fair value. As a final note, depending on what data, calculation methodology, and precision one uses, purchase or deal multiples will almost always vary among different providers. 62 6.4. Looking at Amazon’s Numbers After finding comparable transactions and gathering all necessary data, we can now focus on the step-by-step methodology from Section 5.2 again to find a fair value range for Amazon. The first thing to note when looking at Table 7 is that we excluded OpenTable Inc.’s and Kayak Software Corp.’s EV/trailing revenue multiples of 12.5x and 5.8x, respectively, since they are most likely outliers compared to the other EV/trailing revenue multiples. Also, since there was no data on forward revenues available, we didn’t have to adjust their EV/forward revenue multiples, which results in a relatively narrow range of 0.4x to 1.7x for both trailing and forward revenue multiples. Looking at the EBITDA multiples, it is easy to see that they vary widely with EV/trailing EBITDA ranging from 10.2x to 46.2x, and EV/forward EBITDA ranging from 7.6x to 27.2x. Nevertheless, while we could also normalize their ranges by eliminating extreme values, we decided not to do so for two reasons: First, it might not be warranted to exclude data points without further research, since company specific factors could have caused the valuation differences. Second, it is normal for comparable transaction multiples to be more widely dispersed compared to comparable company multiples for a variety of reasons, which we will discuss more detailed below. That being said, based on median EV/trailing revenue and EV/forward revenue multiples of 1.6x and 1.5x, respectively, Amazon seems slightly undervalued with values of 1.5x and 1.3x for 2014 and 2015, respectively. This fits with our EV/revenue analysis based on comparable companies from the previous section. What seems odd, however, is the fact that the median EV/revenue multiples based on comparable transactions are lower than the median EV/revenue multiples based on comparable companies. The reason for this is that a valuation based on precedent transactions typically results in higher multiples, since an acquirer has to pay a control premium to buy a target company. This actually becomes evident when comparing the median EV/EBITDA multiples of both data sets, where comparable transactions multiples are in fact higher than comparable company multiples on both a trailing and a forward basis. However, comparing median EV/trailing EBITDA and EV/forward EBITDA multiples to Amazon directly remains inconclusive, since, on a trailing basis, Amazon seems slightly undervalued with 21x compared to a median of 24.2x, whereas, on a forward basis, it seems significantly overvalued with 17.2x compared to a median of 9.6x. 63 To summarize this analysis, one has to keep in mind that, like with comparable companies, a transaction might not be truly comparable. In addition to that, a transaction might not be relevant anymore, since it occurred too long ago, and therefore the economic environment along with the multiples might have changed in the meantime. Lastly, purchase multiples might be biased by a lack of data, or a situation where the acquirer paid a significant control premium. All of these drawbacks complicate the analysis and often lead to a wider dispersion of multiples, which can be seen by the wide ranges of the EV/EBITDA multiples, for example. The same would have been true for the EV/revenue multiples, if we wouldn’t have eliminated the multiples for Kayak Software Corp. and OpenTable Inc. Therefore, given that one doesn’t intend to acquire the entire company, comparable transactions multiples are typically only used to complement other valuation methods by establishing a maximum value range, which is usually caused by the control premium. Hence, if other valuation methods result in even higher value ranges, either something is wrong, or there must be a good explanation for it. That being said, we can conclude that, on average, Amazon is somewhat undervalued based on our comparable transactions analysis, even though our set of comparable transaction might not be truly representative for the reasons mentioned above. Again, all of the points just discussed can also be seen from Table 11, where we converted the multiples into stock price estimates for Amazon. As discussed, the EV/revenue multiples show less variation than the EV/EBITDA multiples, since we eliminated potential outliers from our data set. Yet both revenue multiples suggest a median stock price of approximately $330 for Amazon, which supports our conclusion drawn from the previous comparable company analysis that Amazon might be slightly undervalued at its current stock price of $310.35. This is also supported by EV/trailing EBITDA, which suggests a median stock price of about $356, whereas EV/forward EBITDA, as measured by its median, contradicts these results. On average, however, we can conclude that based on our comparable company and comparable transactions analysis, Amazon, at its current stock price of $310.35, might be undervalued with a more appropriate stock price somewhere between $330 and $380. 64 7. Cost of Equity and WACC Before we can take a closer look at discounted cash flow analysis as our third valuation approach, we need to discuss some of the most important input parameters of DCF models. As explained in Section 4.4 already, unlevered free cash flows are available to all investors, whereas levered free cash flows are only available equity investors. Hence, the weighted average cost of capital (WACC) should be used as the appropriate discount rate for the former, whereas cost of equity should be used as the appropriate discount rate for the latter. As can be seen from Table 8, we will apply the following commonly used formula to calculate WACC (Koller, Goedhart and Wessels, 2010): 𝑊𝐴𝐶𝐶 = 𝐸 𝐷 × 𝑘𝑑 × (1 − 𝑇) + × 𝑘𝑒 𝐷+𝐸 𝐷+𝐸 where D = market value of interest-bearing debt, E = market value of equity, (D + E) = enterprise value, T = marginal tax rate, k d = cost of debt, and k e = cost of equity. Furthermore, while there are various models available to estimate cost of equity, we will use the capital asset pricing model (CAPM) to simplify the analysis (Bodie, Kane and Marcus, 2014): 𝑘𝑒 = 𝑟𝑓 + 𝛽 × �𝐸(𝑟𝑚 ) − 𝑟𝑓 � with rf = risk-free rate, β = systematic risk of the stock, and E(rm ) − rf = expected equity market risk premium. Since cost of equity serves as an input to the above WACC formula, we decided to first discuss the calculation of cost of equity. Subsequently, we will take a closer look at cost of debt and the other inputs for the WACC formula to finally derive Amazon’s weighted average cost of capital. 7.1. Cost of Equity - Risk-Free Rate and Market Risk Premium As the above formula shows, we need three estimates to derive Amazon’s cost of equity, which are the risk-free rate, the market risk premium, and Amazon’s beta. To start with, the risk-free 65 rate is usually approximated by a long-term government bond yield (Bodie, Kane and Marcus, 2014). Hence, we will use the 10-year treasury yield, which is widely seen as the benchmark rate for the U.S. market, as a starting point for our cost of equity estimate. More precisely, as of December 31, 2014, the 10-year constant maturity treasury yield stood at 2.17% p.a. (Federal Reserve, 2015). Nonetheless, since we use cost of equity to discount future cash flows, we also have to take into consideration future changes in the risk-free rate. As can be read from almost every financial newspaper lately, it is not a matter of “if” but only a matter of “when” the Federal Open Market Committee (FOMC) will increase the federal funds rate. Therefore, we forecast at least three interest rate hikes of roughly 0.25% for the years to come, which results in a risk-free rate estimate of 2.92%. To put this into context, over the last decade, the highest and lowest values for the above benchmark rate were 5.11% and 1.53%, respectively (Federal Reserve, 2015). The historical low of 1.53% was marked in 2012, with rates gradually increasing since then, which further justifies our assumption of increasing interest rates going forward. Next, the equity market risk premium can be derived from either historical data or forwardlooking estimates. Based on historical averages and forward-looking estimates, Koller, Goedhart and Wessels (2010) recommend a market risk premium of 4.5% to 5.5%. Additionally, Damodaran (2015a) 9 currently calculates an implied equity risk premium of 6.6%. A further approach is to derive forward-looking estimates from an annual survey of practitioners and professors about their view on the market risk premium, which results in a median estimate of 5% for the U.S. market in 2014 (Fernandez, Linares and Fernandez Acin, 2014). After this brief literature review, leaving us with a range of 4.5% to 6.6%, we decided to take a more conservative approach and therefore assume an equity market risk premium of 6% for our cost of equity calculation. 7.2. Cost of Equity - Systematic Risk (Beta) The third and last input value needed to calculate Amazon’s cost of capital is its beta. Unfortunately, coming up with an estimate of beta is not as straightforward as estimating the riskfree rate or the market risk premium. To begin with, there are various approaches to derive beta, 9 Author’s note: Professor Aswath Damodaran teaches corporate finance and valuation at the Stern School of Business at New York University and his website is widely followed by the investing community. 66 for example, by retrieving it from financial data providers like Yahoo, Morningstar, or S&P Capital IQ. However, betas often vary considerably among these providers, due to different time periods and calculation methodologies used. Table 8 exemplifies this with data from five different providers, derived on the same date (except for the S&P Capital IQ report), with Amazon’s beta varying considerably from 0.74 (Google Finance, 2015) to 1.33 (Morningstar, 2015a; Yahoo Finance, 2015). For this reason, the preferred method should be to calculate an own estimate of beta by using either advanced statistical software like SPSS, for example, or MS Excel, which we will use for our analysis. To briefly recap theory, in a portfolio management context, mean-variance analysis requires forecasts of expected returns, variances, and covariances, instead of historical data. To estimate these values, the market model, which is essentially a linear regression of an asset’s returns against an observable index’s returns, can be used (Kaplan, 2014d): 𝑅 𝑖 = 𝛼𝑖 + 𝛽𝑖 × 𝑅𝑀 + 𝜀𝑖 with R i = return on asset i, R M = return on market, αi = intercept (value of R i when R M equals zero), βi = slope (systematic risk for asset i), and εi = regression error with expected value equal to zero (firm-specific surprises, also called unique risk). Following the methodology suggested by Koller, Goedhart and Wessels (2010), we based our regression analysis on five years of historical monthly return data, which we derived from Yahoo Finance (2015). With Amazon’s and the S&P 500’s monthly returns as the dependent and independent variable, respectively, we then derived a regression equation with the intercept α = 0.0052 and slope β = 1.0856. The chart on Table 9 visualizes the estimated regression line, often called the “line of best fit”, along with the estimated regression equation and R2. Based on these results, we can conclude that Amazon’s “raw beta” is 1.0856, which from a practical perspective indicates that Amazon’s monthly return is expected to change by +1.0856% for a +1% change in the monthly return of the S&P500. From a theoretical perspective, beta represents an index to systematic risk, since the market’s beta is 1 by definition. Hence, a beta less than 1 indicates a more defensive asset, whereas a beta greater than 1 indicates a more aggressive asset relative to the market (Kaplan, 2014d). For our analysis this implies that Amazon, with a beta slightly 67 greater than 1, reacts slightly more sensitive to systematic risk factors than the market, as measured by the S&P500 Index. However, before we can use our beta estimate to calculate Amazon’s cost of equity, we have to conduct some numerical tests to make sure that our estimate is statistically significant. Therefore, we must take a closer look at the MS Excel regression output of our 60 monthly return pairs until December 31, 2014, as shown in Table 9. The first part of the regression output (regression statistics) shows the overall goodness-of-fit measures. Most importantly, R2 measures the percentage of total variation in the dependent variable explained by the independent variable, and is calculated by dividing the explained variation (RSS) by the total variation (SST), using the values from the ANOVA table. Hence, an R2 of 0.2587 means that the monthly returns of the S&P500 explain 25.87% of the variation in the monthly returns of Amazon, which is also called systematic risk. The remainder is called unsystematic risk and equals 74.13% in our analysis. Generally speaking, the higher the R2 and the lower the Standard Error, the better the overall regression analysis and the better the approximation of the actual results through the estimated regression equation. Also, since this is a simple linear regression, Multiple R equals the correlation coefficient between the independent and the dependent variable and is calculated by simply taking the square root of R2 (Kaplan, 2014c). The second part of the regression output (ANOVA table) splits the total variation in the dependent variable (SST) into the variation explained by the independent variable (RSS) and the unexplained variation (SSE). In general, the F-statistic is used to test the significance of the model as a whole, by checking whether any independent variable included in the model explains the variation in the dependent variable. However, since this is a simple linear regression there is only one independent variable (Kaplan, 2014c). Using the parameters from the F-distribution table, the null hypothesis can be rejected to conclude that the slope coefficient is significantly different from 0, and that the model is statistically significant, since the F-statistic clearly exceeds the critical value and Significance F (essentially the P-value associated with the F-statistic) is close to zero. The third part of the regression output (regression coefficients table) is of most interest for our analysis, since it shows the statistical significance of the individual regression coefficients. More 68 specifically, the t-statistic is used to test whether the slope coefficient of the regression, also called beta, is significantly different from zero. Using the parameters from the Student’s Tdistribution table, the null hypothesis can be rejected to conclude that beta is significantly different from zero, since the t-statistic clearly exceeds the critical value and the P-value is close to zero. Following these statistical tests, we can be reasonably confident in our beta estimate for Amazon. Nonetheless, as mentioned introductory, mean-variance analysis requires forecasts of expected returns, variances, and covariances, whereas the beta derived from the market model is based on historical relationships, and therefore is not considered a good predictor of future relationships (also called the beta instability problem). Since beta is assumed to be mean-reverting to a level of 1, a popular adjustment to improve its predictive ability and to reflect its mean-reverting nature is the following formula (Kaplan, 2014d): 𝛽𝑖,𝑡 = 𝛼0 + 𝛼1 × 𝛽 𝑖,𝑡−1 𝑤ℎ𝑒𝑟𝑒 𝛼0 + 𝛼1 = 1 with βi,t = the beta forecast, β i,t−1 = the historical beta derived from the market model, and α0 + α1 = adjustment factors. Essentially, this adjustment moves the “raw beta” more towards 1, whereas larger values of α0 push it towards 1 more quickly. Thereby, the most popular values for α0 and α1 are 1/3 and 2/3, respectively. Applying these values to Amazon’s “raw beta” of 1.0856, the “adjusted” or “smoothed” beta for Amazon becomes 1.0574. Even after conducting statistical tests and using the mean-reversion adjustment, the beta derived from the market model still only provides a point estimate of Amazon’s true beta. Hence, to further improve this estimate we can derive an unlevered industry beta, which can then be relevered using Amazon’s target capital structure (Koller, Goedhart and Wessels, 2010). To derive an unlevered industry beta, we can draw on our set of comparable companies from Section 5.3, and for simplicity, instead of running the market model, we can use levered betas provided by Morningstar (2015a) and Yahoo Finance (2015) as inputs 10. Next, to unlever these betas, there 10 Author’s note: If no or only few direct comparables exist, Koller, Goedhart and Wessels (2010) suggest adjusting the levered betas with the above smoothing approach to dampen extreme observations toward the average. 69 are two formulas available, depending on the variability of a company’s capital structure (Chen and Jassim, 2014): 𝛽𝑢 = 𝛽𝑙 �1 + 𝐷�𝐸 � 𝛽𝑢 = 𝛽𝑙 �1 + (1 − 𝑇𝑚 ) × 𝐷�𝐸 � with βu = unlevered beta, βl = levered beta, D = interest-bearing debt, E = market capitalization, and Tm = marginal tax rate. The former formula is generally used for companies with a stable capital structure, whereas the later formula is used for unstable capital structures and takes into account the tax saving of levered companies if they are profitable. We chose to include taxes and use the latter formula to unlever all betas, since analyzing the stability of capital structures would have called for using the tax formula for some and the non-tax formula for other companies, which could have distorted our analysis. Additionally, using the tax formula adjusts for the wide dispersion among the individual tax rates, which range from 15.5% to 33%. This is also consistent with Damodaran’s approach to derive an unlevered industry beta, which will be discussed in the next paragraph. Regarding the formula inputs, debt and equity values were already available from our public comparable company analysis in Section 5. For the tax rates, instead of statutory tax rates, we calculated a 3-year average of the annual effective tax rates excluding outliers (calculated as income taxes / pre-tax income, with values taken from the respective 2014 annual reports). Finally, Table 8 shows the results of this analysis with a median levered beta of 0.91 and a median unlevered beta of 0.84. As an alternative to our calculation of unlevered industry beta, Damodaran (2015b) provides levered and unlevered industry betas based on the same calculation methodology but a broader set of companies. As can be seen from Table 8, instead of only using 5 comparable firms, his analysis includes 46 firms and results in a levered and unlevered beta of 1.40 and 1.31 for the online retail industry, respectively. In a last step, both unlevered industry betas had to be relevered using Amazon’s capital structure and tax rate to arrive at levered betas of 0.87 and 1.36 from our comparable companies and the overall industry, respectively. Again, the formula inputs were already available from our public comparable company analysis in Section 5. 70 After estimating all input parameters for the CAPM, we were finally able to calculate Amazon’s cost of equity based on three different betas. As can be seen from Table 8 again, using a risk-free rate of 2.92%, an equity market risk premium of 6%, and beta estimates of 0.87, 1.36, and 1.06, based on our comparable companies, the overall industry, and our historical beta calculation, respectively, Amazon’s cost of equity becomes 8.12%, 11.08%, and 9.26%. Similar to our approach for the equity risk premium, we decided to take a more conservative approach and hence chose the highest value, meaning the cost of equity based on the overall industry of 11.08%, for calculating Amazon’s WACC in the following sections. 7.3. WACC - Cost of Debt As with the input parameters for our cost of equity calculation in the previous sections, there are also several ways of estimating cost of debt. From an accounting perspective, cost of debt could simply be estimated by dividing this year’s interest expense by the previous year’s interestbearing debts, or by an average of this year’s and the previous year’s interest-bearing debts. However, if a company has bonds outstanding, the two preferable methods are as follows (Chen and Jassim, 2014): If the bonds are either non-investment grade or not actively traded, meaning that there is no observable price or yield information, cost of debt can be approximated by adding the default spread of the respective rating-/maturity category to the yield of a maturity matching government bond. On the other hand, if the bonds are both publicly traded and investment grade, one can simply take the weighted average yield to maturity (YTM) as a proxy for cost of debt. Since Amazon, with AA-/stable and Baa1/negative, is rated investment grade by Standard & Poor’s and Moody’s, respectively, and also has actively traded bonds outstanding, the weighted average method can be applied to estimate cost of debt (S&P Global Credit Portal, 2015; Moody’s Analytics, 2015). In doing so, we first had to gather all necessary data, like maturity, amount outstanding, coupon type, and yield to maturity from Morningstar (2015a). As Table 8 shows, the before-tax cost of debt could then be calculated by weighting the individual YTMs with the relative amounts outstanding to result in a value of 3.08%. To justify this estimate, we further compared our approximation to a market average YTM. Since Standard & Poor’s and Moody’s ratings differ by four notches, which is quite uncommon, we assumed that Amazon was A-rated to derive a market average YTM. At the time of writing, the market average YTMs on A71 rated U.S. corporate bonds for five and ten years were 2.29% and 3.24%, respectively, so we could be reasonably confident in our estimate (Bonds Online, 2015). Nevertheless, it should be noted that both our estimated YTM and the market average YTM are as of the beginning of October 2015, while we aim to value Amazon as of January 01, 2015. Hence, to provide for more historical context, we also included cost of debt from an accounting perspective in our analysis. Therefore, we divided the most recent annual interest expense by the 2-year average of interest bearing debts to result in a value of 3.67%, which is slightly higher than our previous estimate of 3.08%. Yet, as explained above, the weighted average method is theoretically preferred, which is why we decided to use 3.08% as the before-tax cost of debt in our calculation of WACC. In a final step, we had to adjust our cost of debt estimate for taxes, since we need Amazon’s after-tax cost of debt to calculate WACC. Using our assumed tax rate of 33% from Section 5, we finally arrived at an after-tax cost of debt estimate of 2.06%. 7.4. WACC - Market Value Weights and Calculation After estimating after-tax cost of debt and cost of equity, the last step to calculate WACC is to determine Amazon’s capital structure on a market value, not a book value basis. To understand why market values are used instead of book values, Koller, Goedhart and Wessels (2010, p. 266) provide an intuitive explanation by stating that “rather than reinvest in the company, management could return capital to investors, who could reinvest elsewhere. To return capital without changing the capital structure, management can repay debt and repurchase shares, but must do so at their market value.” That being said, Amazon’s market value of equity can simply be calculated by multiplying its stock price with the number of shares outstanding. The market value of interest-bearing debt, however, is approximated by its book value to simplify the analysis, based on the assumption that Amazon’s debt is currently selling near par value (Bodie, Kane and Marcus, 2014). As can be seen from Table 8, both figures are already available from our public comparable company analysis in Section 5 and amount to $8,265 and $146,485 for debt and equity, respectively. By plugging all the variables into the WACC formula that we provided introductory to Section 7, we finally arrive at a weighted average cost of capital estimate of 10.60% for Amazon. 72 8. 8.1. Discounted Cash Flow Analysis In Theory - The Enterprise Discounted Cash Flow Model Before applying discounted cash flow analysis to complement our previous valuation methods in finding a fair value for Amazon, we need to take a closer look at how discounted cash flow (DCF) models actually work. In doing so, we will first focus on the so-called enterprise discounted cash flow (EDCF) model, as suggested by Koller, Goedhart and Wessels (2010), which is a rather complex and more detailed approach. Based on this discussion, we will then take a closer look at alternative and also simpler approaches in the next section. As a side note, the EDCF model is also called the free cash flow to firm (FCFF) model by Kaplan (2014a) and Damodaran (2012), and remains a favorite of academics and practitioners. To start with, from a theoretical standpoint any DCF model projects future cash flows, which are then discounted at an appropriate risk-adjusted cost of capital. As defined by Koller, Goedhart and Wessels (2010, p. 104), “The enterprise DCF model discounts free cash flow, meaning the cash flow available to all investors - equity holders, debt holders, and any other non-equity investors - at the weighted average cost of capital, meaning the blended cost for all investor capital.” After deriving the value of operations, adding back non-operating assets, like marketable securities and equity investments, results in a company’s enterprise value. The intrinsic value per share is then calculated by subtracting debt and other non-equity claims, like unfunded pension obligations and employee stock options, and dividing the resulting equity value by the number of current shares outstanding (Koller, Goedhart and Wessels, 2010). More specifically, the value of operations can be calculated as follows (Chen and Jassim, 2014): 10 𝑉𝑂 = � 𝑡=1 𝐹𝐶𝐹𝑡 𝐶𝑉10 + (1 + 𝑊𝐴𝐶𝐶)𝑡 (1 + 𝑊𝐴𝐶𝐶)10 73 with FCFt = expected future free cash flows, WACC = weighted average cost of capital, VO = value of operations and CV10 = continuing value in year 10. As can be seen from the two fractions in the above formula, the EDCF model is essentially a two-stage model with an explicit forecast period and a perpetual period, which accounts for all cash flows received after the explicit forecast period. Since we already discussed WACC in Section 7, we will subsequently focus on the calculation of free cash flow in more detail. Thereby, it should be noted that we already discussed free cash flows in Section 4.4, where we defined free cash flow to firm (FCFF) and free cash flow to equity (FCFE). Since the EDCF model is also called FCFF model, the former definition is typically used for discounted cash flow analysis. However, as mentioned above, Koller, Goedhart and Wessels (2010) provide a more detailed approach and therefore also use their own definition of free cash flow (FCF). Afterwards, we will also take a closer look at the calculation of continuing value in year 10, which is also often called terminal value or exit value (Weston, 2002). To begin with, Koller, Goedhart and Wessels (2010, p. 40) define free cash flow as “the cash flow generated by the core operations of the business after deducting investments in new capital”. Following this methodology, Chen and Jassim (2014) calculate free cash flow as follows: (1) NOPLAT (Net Operating Profits Less Adjusted Taxes) (2) Depreciation (3) Gross Cash Flow = (1) + (2) (4) Investment in Operating Working Capital (5) Capital Expenditures (6) Investment in Intangible Assets (7) Increase (decrease) in Other Operating Assets (8) Decrease (Increase) in Accumulated Comprehensive Income (9) Gross Investment = (4) + (5) + (6) + (7) + (8) (10) Free Cash Flow = (3) – (9) As can be seen from this step-by-step calculation, free cash flow is based on NOPLAT, which 74 Koller, Goedhart and Wessels (2010, p. 40) define as follows: “Net operating profit less adjusted taxes (NOPLAT) represents the profits generated from the company’s core operations after subtracting the income taxes related to the core operations”, which implies that any profits or losses from non-operating activities and financing expenses are excluded. Hence, NOPLAT can be considered a profit available to all investors, as opposed to net income, which is only available to shareholders. Also, since interest is considered a financing item, NOPLAT is independent of a firm’s capital structure. As a side note, the same reasoning applies to free cash flow, in that it excludes cash flows related to financing and non-operating items and can therefore be considered an after-tax cash flow to both debt and equity holders. Again, following Koller, Goedhart and Wessels’ (2010) methodology, Chen and Jassim (2014) calculate NOPLAT by either starting from operating earnings or reconciling from net income: NOPLAT = EBITA – operating cash taxes Operating cash taxes = income tax provision + tax shield on interest expense – tax on interest income ± changes in deferred taxes NOPLAT = Net income + increase (–decrease) in net deferred taxes + after-tax interest expense + loss (–gain) from discontinued operations – after-tax interest received The adjustment for operating cash taxes in the upper NOPLAT equation is necessary, because reported taxes are calculated after interest and other non-operating items. Additionally, reported taxes have to be adjusted for net deferred taxes to receive actual cash taxes. To calculate EBITA, only amortization expense, instead of depreciation and amortization, is added back to operating earnings. The reason for this is that depreciation accounts for the loss of economic value of a company’s physical assets over time, and hence must be included as an operating expense (Koller, Goedhart and Wessels, 2010). Finally, since the lower NOPLAT equation starts with net income, it has to be adjusted for interest and any other non-operating items to remain consistent with the above definition. To complete our discussion of the EDCF model, we have to take a closer look at the calculation 75 of continuing value, which, as mentioned already, accounts for all cash flows received after the explicit forecast period. In general, any estimate of intrinsic value depends critically on continuing value, which unfortunately is highly sensitive to even small changes in input variables. For example, growth rates are very difficult to forecast, especially with regard to longterm growth after the explicit forecast period (Bodie, Kane and Marcus, 2014). To actually calculate continuing value, Chen and Jassim (2014) suggest two different approaches, whereas the more complicated approach is based on Koller, Goedhart and Wessels (2010): 𝐶𝑉10 = 𝑁𝑂𝑃𝐿𝐴𝑇10 × (1 + 𝑔) × (1 − 𝑔⁄𝑅𝑂𝑁𝐼𝐶) 𝑊𝐴𝐶𝐶 − 𝑔 with g = the long-run growth in NOPLAT, and RONIC = the long-run forecast for return on new invested capital (RONIC). If a company is expected to exploit competitive advantages going forward, RONIC should be estimated closer to return on invested capital (ROIC), whereas otherwise it should be closer to WACC. The simpler approach is to use a relative valuation method, as described in Section 4. Nonetheless, instead of using a P/E multiple, Chen and Jassim (2014) use an EV/EBITDA multiple, which is common among practitioners. More precisely, they use the following formula: 𝐶𝑉10 = 𝐸𝐵𝐼𝑇𝐷𝐴10 × whereas 8.2. EV EBITDA 𝐸𝑉 𝐸𝐵𝐼𝑇𝐷𝐴 should be a normalized multiple. In Practice - Which DCF Model should be used? After taking a closer look at the EDCF model above, this section aims to provide some context regarding the application of DCF models in general. As mentioned before, in theory any DCF model projects future cash flows, which are then discounted at an appropriate risk-adjusted cost of capital. In practice, however, there is a multitude of ways how to actually project and discount future cash flows and subsequently adjust the value of operating assets to arrive at enterprise 76 value and equity value. Hence, the EDCF model, as suggested by Koller, Goedhart and Wessels (2010), is just one application of a DCF framework to value a company. For example, Chen and Jassim (2014) base their valuation approach on the EDCF model suggested by Koller, Goedhart and Wessels (2010), but simplify the free cash flow calculation in line with Weston’s (2002) academic study of the Exxon-Mobil merger. In doing so, they derive NOPLAT as EBIT x (1 – tax rate) and subsequently only adjust for depreciation, investments in working capital, capital expenditures, and other assets. Additionally, while Chen and Jassim (2014) calculate continuing value by using an EV/EBITDA multiple and an adjusted constant growth method based on NOPLAT, Weston (2002) uses a simple constant growth method based on free cash flow. More precisely, he estimates continuing value as FCF x (1 + g) / (WACC – g). Finally, to arrive at equity value, both add non-operating assets to the value of operations and in a last step adjust enterprise value for debt. To add another perspective, Pignataro (2013) and Kaplan (2014a) also start from EBIT x (1 – tax rate), then adjust for any non-cash charges, changes in working capital and capital expenditures. With regard to continuing value, both suggest using valuation multiples like EV/EBITDA and the constant growth method based on free cash flow. To arrive at enterprise value, Pignataro (2013) does not add any non-operating assets, while Kaplan (2014a) notes that technically the free cash flows discounted at WACC result in the value of the firm’s operating assets, and that any nonoperating assets need to be added to arrive at enterprise value. However, they also note that nonoperating assets are usually very small compared to the value of operations and hence don’t affect the analysis that much. Finally, to arrive at equity value, Kaplan (2014a) simply suggests subtracting the market value of debt, while Pignataro (2013) adjusts enterprise value for net debt, including capital lease obligations, and other non-equity claims, like preferred stock and minority interest. It is interesting to note that to arrive at equity value, Pignataro (2013) adjusts for net debt instead of gross debt. As already discussed in Section 4.2, cash and equivalents have to be accounted for when calculating equity value from enterprise value. Nonetheless, the reason why the above approaches didn’t make this adjustment when calculating equity value is because they included cash and equivalents in their calculation of working capital and hence in their calculation of the value of operations. 77 Finally, as exemplified by Jefferies Equity Research (2014) and Deutsche Bank Markets Research (2011), practitioners seem to take an even more basic approach to arrive at free cash flow, by simply adjusting EBITDA for implied taxes on operations (calculated as EBIT x tax rate), capital expenditures, and changes in net working capital. This is equivalent to Pignataro’s (2013) and Kaplan’s (2014a) approach, but instead of any kind of non-cash charges they only adjust for depreciation. Regarding continuing value, both use the constant growth method based on free cash flow and calculate the implied EV/EBITDA multiple based on the final-year EBITDA. Lastly, they do not add any non-operating assets, and to arrive at equity value they simply adjust for net debt, taking into account pensions and other interest-bearing liabilities, as well as marketable securities. To summarize, this brief discussion shows that even though all of the above approaches are based on the same theoretical foundations, their practical applications can differ substantially. We assume that there are mainly two, somewhat interrelated reasons for this: First, as shown above, various definitions for NOP(L)AT and FCF(F) appear in academic literature. For example, Kaplan’s (2014a) and Pignataro’s (2013) definitions of free cash flow, which we provided in Section 4.4, are quite different from Koller, Goedhart and Wessels’ (2010) definition of free cash flow from Section 8.1. Second, and probably more important, the degree of complexity used in implementing the DCF models in practice varies considerably. Clearly, Koller, Goedhart and Wessels’ (2010) business valuation framework is most detailed compared to the other approaches included in the above discussion. However, the hard part is to establish proper inputs for this valuation framework, because eventually any intrinsic value estimate is no better than the assumptions used to derive it (Bodie, Kane and Marcus (2014). Additionally, Koller, Goedhart and Wessels (2010) note that due to the complexity of their valuation framework, one should make sure not to double-count items. For example, if income from equity investments was already included in EBITA for some reason, equity investments should not be counted as a nonoperating asset when converting the value of operations to enterprise value, even though typically they are treated as such. In our view, this shows that if one does not fully understand the various implications of a more complex model, more detail will do more harm than good. For this reason, and for the sake of simplicity, our DCF approach will be most similar to the methodology used by Pignataro (2013), 78 as well as Jefferies Equity Research (2014), and Deutsche Bank Markets Research (2011). After all, as laid out introductory to this paper, our aim is to provide a valuation approach that is as close as possible to the approach that analysts actually use in equity research. 8.3. Unlevered Free Cash Flow - Operating Assumptions Following the previous theoretical discussions, we can now apply a DCF model to estimate a fair value range for Amazon, which allows us to further refine our previous valuation results. In doing so, the first step is to establish the operating assumptions necessary to calculate Amazon’s unlevered free cash flows for ten years ahead. In particular, as can be seen from the top of Table 10, we have to establish estimates for revenue growth, GAAP operating income, depreciation and amortization, amortization of intangibles, stock-based compensation, the increase in working capital, and capital expenditures. In doing so, we follow the same approach that we used in Section 3 already, in that we estimate a forecast ratio for each line item, which we then multiply by the underlying economic driver to arrive at a forecast value for the individual line item. For simplicity and consistency, we decided to use revenues as an economic driver for all line items, which means that we have to establish revenue based forecast ratios for GAAP operating income, D&A, amortization of intangibles, stock-based compensation, the increase in working capital, and CapEx. This fits with our approach in Section 3, with the exception of amortization of intangibles and the increase in working capital. To briefly recap, we previously estimated amortization of intangibles based on Amazon’s reported estimates of intangible asset amortization. Also, we estimated each working capital account separately, based on either revenues or cost of sales, instead of making assumptions about year-over-year changes on an aggregated level. Since we already estimated Amazon’s quarterly financial statements until 2017 in Section 3, we can simply link the operating assumptions for the first three years from there. Nevertheless, to calculate unlevered free cash flows for ten years ahead, we need to expand these until 2024. Starting with revenues, as can be seen from Table 10, we expect growth to gradually slow down from 17% in 2018 to 11% in 2024, due to market saturation in North America, as well as diminishing contributions from International operations. However, as noted in Section 3.2.1, these estimates might be too conservative, given unpredictable events like new product 79 introductions, technological developments, changes in customer preferences, or different corporate strategies, for example. That being said, it is generally safest to assume declining revenue growth rates as a company grows over time, since smaller and younger companies typically exhibit higher revenue growth than larger and more mature companies. With regard to operating income, we forecast Amazon’s operating margins to further increase from 1.3% in 2018 to 1.5% in 2024, based on Amazon’s diversification efforts away from online-retailing to higher margin businesses, like AWS, for example. Additionally, we expect Amazon’s growing market dominance and operating efficiencies to positively affect operating margins. Next, as already mentioned in Sections 3.2.2 and 3.2.5, it makes sense to analyze and forecast D&A in conjunction with CapEx, which together determine our estimate of Amazon’s net PP&E. In line with our previous reasoning, we expect D&A and CapEx to remain at 5.5% and 6% to reflect further business expansion and revenue growth. From 2020 onwards, however, we assume D&A to equal CapEx, which means we imply that productive assets are replaced at the same rate as they wear out. Besides D&A, the other two non-cash expenses that we need to estimate are amortization of intangibles and stock-based compensation. Amortization of intangibles depends mostly on Amazon’s future acquisition activities and its assumptions used to value acquired intangibles, like useful lives, for example. Since both variables are hard to predict, we simply keep intangible asset amortization at 0.1% of revenues going forward. On the other hand, we expect stock-based compensation to steadily increase from 1.8% in 2018 to 2% in 2024, which reflects our expectation of a growing number of employees, an increase in the number of stock awards granted, and a rising stock price. The last line item to forecast is the increase in working capital as a percentage of revenue. Again, it should be noted that we don’t estimate the actual amount of working capital, but the year-over-year change of this amount as a percentage of revenue. Doing so, we expect the historical trend in working capital changes to continue going forward, which means that we expect Amazon to generate positive cash flows by further improving its working capital management. 8.4. Unlevered Free Cash Flow - Calculation Methodology After establishing all necessary operating assumptions, we can now calculate Amazon’s unlevered free cash flows (UFCF) or free cash flows to the firm (FCFF). As mentioned above, to 80 arrive at unlevered free cash flow, Pignataro (2013) starts with EBIT x (1 – tax rate) and then adjusts for non-cash charges, changes in working capital and capital expenditures. To stay consistent with this methodology, instead of using EBIT, we start our analysis with GAAP operating income x (1 – tax rate). The reason for this is that we already defined EBIT in Section 3.4 as GAAP operating income adjusted for stock-based compensation. Nonetheless, to properly calculate NOPAT, stock-based compensation expense has to be included in operating income. Next, we add back the major non-cash charges, which for Amazon include depreciation and amortization, amortization of intangibles, and stock-based compensation. To avoid any confusion, as discussed more detailed in Section 3.2.2, amortization of intangibles is in fact linked to the line item other operating expense (income), since it accounts for the largest portion of it. Finally, changes in working capital and capital expenditures are subtracted to arrive at unlevered free cash flow. As Table 10 shows, based on our assumptions, Amazon’s unlevered free cash flow grows steadily from $2,670 million in 2015 to $21,413 million in 2024. More precisely, year-over-year free cash flow growth rates vary between 12% and 19% with the exception of 2016, 2018, and 2020. In these years we decided to increase our assumptions for Amazon’s operating margins and its working capital management, which, not surprisingly, has a significant effect on cash flow. 8.5. Continuing Value and Present Value Calculations To calculate continuing value, Pignataro (2013), Jefferies Equity Research (2014), and Deutsche Bank Markets Research (2011) all use the multiple method based on EBITDA and the constant growth method based on unlevered free cash flow. The multiple method simply applies an estimate of EV/EBITDA to a company’s final year EBITDA, which is in line with Chen and Jassim’s (2014) formula shown in Section 8.1. The hard part, however, is to actually choose an appropriate multiple. For example, we could derive a multiple from comparable companies, simply take the company’s current EV/EBITDA multiple, or take an average of the company’s historic EV/EBITDA multiple over the past five or ten years. Thereby, an average or median multiple is often used if the focus company is currently believed to be overvalued by the market (Pignataro, 2013). In any case, the multiple has to be in line with the estimated earnings growth and required rate of return of the focus company. For example, if we took the historical 10-year 81 average EV/EBITDA multiple, we implicitly assume that future earnings growth and the required rate of return will, on average, be similar to the previous 10 years (Kaplan, 2014a). Looking at the numbers, as can be seen from Table 10, we estimate Amazon’s terminal EV/EBITDA multiple to be 11x, which together with Amazon’s 2024 EBITDA of $33,239 million results in a terminal value of $365,628 million. To put this into context, as Table 5 shows, Amazon’s current EV/EBITDA multiple is 21x, whereas comparable companies’ EV/EBITDA multiples range from 8.5x to 11.9x, as shown in Table 6. However, as discussed more detailed in Section 5.5, we believe that Amazon’s current EV/EBITDA multiple is not representative, since it suggests that Amazon would be significantly overvalued at its current share price of $310.35. Therefore, we decided to derive an estimate from our set of comparable companies but instead of simply using the median EV/EBITDA of 9.2x we chose 11x, assuming that Amazon will still be among the top-performers of its peer group 10 years from now. To complement our above terminal value estimate, we can now use the constant growth method based on free cash flow. As discussed in Section 8.2, we decided to follow the approach suggested by Pignataro (2013) and therefore we will use the following formula: CV10 = UFCF10 × (1 + g) WACC − g with g = perpetual rate of cash flow growth, UFCF10 = final year unlevered free cash flow, and WACC = weighted average cost of capital. However, similar to the above multiple method, the hard part is to establish proper input values, especially with regard to the perpetual rate of cash flow growth. While it is often suggested to use the current GDP growth rate or the rate of inflation, one has to keep in mind that we try to estimate a perpetual rate of cash flow growth, even though the current economic environment could be sluggish (Pignataro, 2013). Hence, Bodie, Kane and Marcus (2014) suggest using the long-run GDP growth rate, because even if a firm is currently in a growth industry, it can’t grow forever at a rate higher than the aggregate economy. To further improve the long-term growth estimate, it is often beneficial to think of scenarios where the future will be different from the 82 past, for example, due to changes in the economic and competitive environment, new government regulations, or technological advancement (Kaplan, 2014a). As Table 10 shows, using the constant growth method based on free cash flow, we estimate Amazon’s terminal value to equal $316,605 million. The input parameters to arrive at this number are Amazon’s 2024 unlevered free cash flow of $21,413, Amazon’s WACC of 10.5%, and our terminal growth assumption of 3.5%. As a side note, even though we estimated Amazon’s WACC to be 10.6% in Section 7, we decided to round this number to the nearest 0.5% to stay consistent with the intervals of our sensitivity analysis, which we discuss in the following section. Regarding our terminal growth assumption of 3.5%, we clearly lack an equity analyst’s insights into Amazon’s businesses, its industries, the overall economic environment, and other factors that might drive future cash flow growth. Therefore we simply followed the approach suggested by Bodie, Kane and Marcus (2014), and based our estimate on the average annual U.S. GDP growth rate of 3.22% from 1948 to 2015 (Trading Economics, 2015). Taking into account structural factors like growing internet usage and e-commerce sales, as well as further technological advancements and developments in emerging markets, we decided that a slightly higher rate of 3.5% would be a reasonable long-term growth estimate. After determining Amazon’s continuing values, we can finally discount the unlevered free cash flows during the explicit forecast period along with the continuing values at our WACC estimate of 10.5% to arrive at Amazon’s enterprise value. But before doing so we have to decide what period we want to use for discounting our cash flows. More specifically, according to Pignataro (2013), there are two methods to determine the discount period: The end-of-year convention, which discounts each cash flow by a full year and hence assumes that the entire cash flow is received at the end of the year, and the mid-year convention, which discounts each cash flow by half a year and hence assumes that the cash flow is realized evenly throughout the year. To illustrate the difference between both methods, Table 10 shows, that for the year 2015, for example, the normal discount factor is 1, while the mid-year discount factor is 0.5. Since it is more realistic to assume that cash flows are received evenly throughout the year, we decided to use the mid-year convention to discount Amazon’s unlevered free cash flows during the explicit forecast period and also the continuing value based on the constant growth method. For continuing value based on the multiple method, however, it makes more sense to use the end-of83 year convention, since, by applying an EV/EBITDA multiple, we essentially assume to sell the company at the end of the terminal year. As can be seen from Table 10 again, discounting and summing up Amazon’s unlevered free cash flows during the explicit forecast period from 2015 to 2024 results in a present value of $61,307 million. Similarly, discounting Amazon’s continuing values of $365,628 million and $316,605 million for the multiples method and the constant growth method, respectively, results in present values of $134,715 million and $122,625 million. Finally, adding up the present values of the explicit forecast period and the continuing values results in our enterprise value estimates of $196,022 million and $183,931 million. Again, it should be noted that due to the two different methods used to calculate continuing value, we also receive two different enterprise value estimates for Amazon. Finally, when taking a closer look at the above numbers, one can easily see why intrinsic value estimates depend so critically on continuing values, since, in case of Amazon, they account for 68.7% and 66.7% of enterprise value for the multiples method and the constant growth method, respectively. Nonetheless, such results are not out of line, as it is totally normal that continuing values account for more than 50% of a company’s enterprise value. 8.6. Implied Price per Share and Sensitivity Analysis In the final step of our DCF model, enterprise value has to be adjusted for net debt and other nonequity claims to arrive at equity value. Therefore, we will simply follow the methodology explained in Section 4.2 in reverse order. Starting with enterprise value, we add cash and shortterm investments and subtract short-term and long-term debt. These are the only balance sheet adjustments, since Amazon has neither preferred stock outstanding nor any minority interests. Adjusting for a total of $9,151 million therefore results in implied equity values of $205,173 million and $193,082 million, which divided by the average diluted shares outstanding result in implied per share prices of $434.69 using the multiple method, and $409.07 using the constant growth method. However, as mentioned several times before, these are only point estimates that are highly sensitive to input parameters, whereas we aim to establish a value range to draw conclusions on a fair value for Amazon. Therefore, we decided to create sensitivity tables, which transform our 84 point estimates into intrinsic value ranges, given changes in specific input parameters. More generally, and from a theoretical perspective, sensitivity analyses show how sensitive a valuation output is to changes in input variables. Thereby, it is beneficial to first identify the parameters that need most consideration, since some will have more impact on the valuation results than others. For example, any forecast of future free cash flow growth depends strongly on a firm’s future revenue growth and anticipated changes in profit margin. In turn, these variables depend on overall industry profitability and life cycle, as well as the firm’s competitive strategy (Kaplan, 2014a). Nonetheless, as shown in the previous section, intrinsic value estimates depend most critically on continuing values, which in turn are highly sensitive to even small changes in their input parameters: WACC, long-term cash flow growth, and choice of multiple (Bodie, Kane and Marcus, 2014). For this reason, among the many value drivers in our DCF model, we chose to analyze the impact of exactly these three variables in our sensitivity analyses. As can be seen from the bottom of Table 10, to do so we created two sensitivity tables, where we vary WACC on the horizontal axes of both tables, and the terminal growth rate and the terminal EBITDA multiple on the respective vertical axes. Taking a closer look on the combination of WACC and the terminal growth rate first, one can see that varying WACC between 7.5% and 13.5% along with the terminal growth between 0.5% and 5.5% results in intrinsic value estimates ranging from as low as $236.01 to as high as $1,376.26. More precisely, the former estimate results from a WACC of 13.5% combined with a terminal growth rate of 0.5%, whereas the latter estimate results from a WACC of 7.5% combined with a terminal growth rate of 5.5%. These results are not a surprise, however, since a higher discount rate combined with a lower terminal growth rate should lead to a lower intrinsic value estimate, et vice versa. Similarly, varying WACC between 7.5% and 13.5% along with the terminal EBITDA multiple between 8x and 13x results in intrinsic value estimates ranging from as low as $289.49 to as high as $616.59. While the former estimate results from a WACC of 13.5% combined with a terminal EBITDA multiple of 8x, the latter estimate results from a WACC of 7.5% combined with a terminal EBITDA multiple of 13x. Again, this is not a surprise, since a higher discount rate combined with a lower terminal EBITDA multiple should lead to a lower intrinsic value estimate, et vice versa. Taking Amazon’s current stock price of $310.35 into consideration puts the company in the upper right quadrant of the WACC/terminal EBITDA table and also to the right side of the 85 WACC/terminal growth table, which indicates that at this price the company might be undervalued. However, such a judgment presupposes that we believe in our model and, more importantly, in the inputs to our model. For example, simply increasing WACC from 10.5% to 12.5%, while keeping the other parameters constant, would indicate that, by our WACC/terminal growth table, Amazon would be fairly valued at its current price, whereas, by our WACC/terminal EBITDA table, it would still be undervalued. This shows that our intrinsic value estimate based on the constant growth method is more sensitive to changes in WACC than our intrinsic value estimate based on the multiple method. Either way, to be confident in our model we should think about the probability of such an increase and reevaluate the drivers of our WACC calculation. But since we already based our WACC calculation on a relatively conservative beta estimate and the assumption of increasing interest rates, we can be confident our model. Similarly, our terminal EBITDA multiple of 11x could simply be too aggressive, knowing that our range of comparables was between 8.5x and 11.9x, and given that our per share estimate using the constant growth method is about $25 lower. In this regard, it is interesting to note that changing our terminal EBITDA multiple, has no effect on our results based on the constant growth method. Generally speaking, if the valuation outputs of both methods differ too much this could be a sign of overvaluation, since the cash flows don’t support the market estimates unless the company reports a significant increase in revenues or earnings. However, compared to Amazon’s current EBITDA multiple of 21x, we believe that our estimate of 11x is relatively conservative, even though it is at the upper end of our range of comparables. To conclude this analysis, after reevaluating our model inputs, with intrinsic value estimates of $434.69 per share using the multiple method, and $409.07 per share using the constant growth method, both of our calculation methods suggest that at its current share price of $310.35, Amazon might be undervalued. Lastly, as with the previous two valuation approaches, all of the points just discussed can also be seen from Table 11, where we summarized our valuation outputs in a so-called football field chart. To briefly recap, from our comparable company and precedent transactions analyses, we concluded that Amazon might be undervalued with a more appropriate stock price somewhere between $330 and $380. Including our discounted cash flow analysis based on both the multiples method and the constant growth method strongly supports this conclusion with a median stock price estimate of more than $400. Hence, all three valuation methods, which are driven by either 86 market data, historical data, or our own assumptions, suggest a strong potential for Amazon’s stock to rise above its current price of $310.35. More specifically, given the company’s performance in the next quarters and absent any negative events, we estimate a target range of $360 to $400 with the midpoint of $380 being our price target for Amazon. In other words, from an equity analyst’s perspective on December 31, 2014, we recommend buying Amazon at its current market price of $310.35. 9. Conclusion Since each of the three valuation methods covered in this report suggested a somewhat higher share price for Amazon, we finally concluded that the stock was undervalued. As mentioned introductory to Section 5.1, from a financial perspective this could be justified, since each method approached Amazon’s value from a different perspective, and yet all three methods resulted in a similar valuation range. Nonetheless, it could also indicate that our model inputs were simply wrong or unrealistic. For example, as discussed in Section 6, precedent transactions analyses frequently result in the highest valuations due to the control premium paid by the acquirer. On top of that, our set of comparable transactions might simply not be representative for Amazon. Similarly, comparable company analyses are often thought to better reflect market conditions and be less prone to analyst biases. However, as explained in Section 5, multiplier models use just as many assumptions as discounted cash flow models, except that they are implicit and unstated. Hence, no matter which valuation method is used, firm value is essentially a function of the same three variables: Risk, growth, and capacity to generate cash flows. In turn, this implies that both methods should result in similar valuations for Amazon. Nevertheless, in practice analysts must make forecasts and assumptions, which can cause intrinsic values estimates to differ. For example, as with precedent transactions, our set of comparable companies might simply not be representative for Amazon. Also, our judgment of Amazon’s relative value with respect to the above three drivers of firm value could be too aggressive. 87 Additionally, the simple fact that different models use different inputs sometimes explains valuation differences. For example, as we saw in Section 8, the two methods used to calculate continuing value in our discounted cash flow model relied on different inputs, and in fact resulted in different intrinsic value estimates. This shows, that in practice it is not always easy to maintain consistent assumptions across models, or, as Bodie, Kane and Marcus (2014, p. 621) note, it shows “that DCF valuation estimates are almost always going to be imprecise”. To conclude, this final discussion shows that while the models used in this paper are relatively easy to apply, the hard part is to establish proper inputs, because eventually any intrinsic value estimate is no better than the assumptions used to derive it. Again, as Bodie, Kane and Marcus (2014, p. 621) state, “this should not be surprising. In even a moderately efficient market, finding profit opportunities will be more involved than analyzing Value Line data for a few hours. These models are extremely useful to analysts, however, because they provide ballpark estimates of intrinsic value. 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Tables and Charts Table 1 – Segment Estimates* 11 Table 2 – Income Statement Estimates* Table 3 – Balance Sheet Estimates* Table 4 – Cash Flow Statement Estimates* Table 5 – Enterprise Value & Overview Table 6 – Public Company Comparables Table 7 – Precedent Transactions Table 8 – Weighted Average Cost of Capital Table 9 – Beta Estimation Table 10 – Discounted Cash Flows Table 11 – Valuation Summary * Author’s note: For illustrative purposes, Tables 1 to 4 have been narrowed in that the historical values from 2010 to 2014 are not included. It is therefore highly recommended to work with the provided MS Excel spreadsheet. 95 Table 1 – Segment Estimates Segment Estimates ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) 1Q 2Q 3Q 4Q 2015 1Q 2Q 3Q 4Q 2016 1Q 2Q 3Q 4Q 2017 CONSOLIDATED Total consolidated net sales % yoy growth 22,584 14.4% 22,224 14.9% 23,705 15.2% 33,835 102,348 15.4% 15.0% 26,376 16.8% 25,998 17.0% 27,735 17.0% 39,577 119,687 17.0% 16.9% 30,845 16.9% 30,419 17.0% 32,450 17.0% 46,263 139,977 16.9% 17.0% Total operating expenses % yoy growth 22,087 14.8% 21,719 14.7% 23,162 11.8% 33,042 100,010 16.8% 14.7% 25,658 16.2% 25,273 16.4% 26,957 16.4% 38,450 116,339 16.4% 16.3% 29,979 16.8% 29,546 16.9% 31,513 16.9% 44,910 135,947 16.8% 16.9% 497 -0.9% 2.2% 506 25.1% 2.3% 543 n/a 2.3% 792 -23.7% 2.3% 2,338 29.3% 2.3% 718 44.4% 2.7% 725 43.4% 2.8% 778 43.2% 2.8% 1,128 42.3% 2.8% 3,348 43.2% 2.8% 867 20.7% 2.8% 873 20.4% 2.9% 936 20.4% 2.9% 1,354 20.0% 2.9% 4,030 20.4% 2.9% NORTH AMERICA Media % yoy growth % of segment revenue Electronics and other general merchandise % yoy growth % of segment revenue Other % yoy growth % of segment revenue Total North America net sales % yoy growth % of total revenue 2,825 0.0% 20.4% 9,317 19.0% 67.4% 1,674 39.0% 12.1% 13,815 16.5% 61.2% 2,464 0.0% 17.5% 9,956 19.0% 70.9% 1,624 39.0% 11.6% 14,043 17.0% 63.2% 2,761 1.0% 18.3% 10,464 19.0% 69.4% 1,863 39.0% 12.3% 15,088 17.3% 63.6% 3,579 1.0% 16.3% 16,100 19.0% 73.2% 2,327 39.0% 10.6% 22,006 17.4% 65.0% 11,630 0.5% 17.9% 45,835 19.0% 70.6% 7,487 39.0% 11.5% 64,952 17.1% 63.5% 3,051 8.0% 18.9% 10,900 17.0% 67.5% 2,209 32.0% 13.7% 16,160 17.0% 61.3% 2,661 8.0% 16.2% 11,648 17.0% 70.8% 2,143 32.0% 13.0% 16,452 17.2% 63.3% 2,982 8.0% 16.9% 12,242 17.0% 69.2% 2,459 32.0% 13.9% 17,683 17.2% 63.8% 3,866 8.0% 15.0% 18,836 17.0% 73.1% 3,071 32.0% 11.9% 25,774 17.1% 65.1% 12,560 8.0% 16.5% 53,627 17.0% 70.5% 9,882 32.0% 13.0% 76,070 17.1% 63.6% 3,265 7.0% 17.5% 12,535 15.0% 67.4% 2,806 27.0% 15.1% 18,605 15.1% 60.3% 2,847 7.0% 15.0% 13,395 15.0% 70.6% 2,722 27.0% 14.4% 18,964 15.3% 62.3% 3,191 7.0% 15.6% 14,079 15.0% 69.0% 3,122 27.0% 15.3% 20,392 15.3% 62.8% 4,136 7.0% 13.9% 21,662 15.0% 72.9% 3,901 27.0% 13.1% 29,699 15.2% 64.2% 13,439 7.0% 15.3% 61,671 15.0% 70.4% 12,550 27.0% 14.3% 87,661 15.2% 62.6% Segment operating expenses % yoy growth % of segment revenue 13,318 17.9% 96.4% 13,538 17.1% 96.4% 14,544 13.8% 96.4% 21,214 19.7% 96.4% 62,613 17.3% 96.4% 15,514 16.5% 96.0% 15,794 16.7% 96.0% 16,976 16.7% 96.0% 24,743 16.6% 96.0% 73,027 16.6% 96.0% 17,861 15.1% 96.0% 18,206 15.3% 96.0% 19,577 15.3% 96.0% 28,511 15.2% 96.0% 84,155 15.2% 96.0% Segment operating income % yoy growth % of segment revenue 497 -11.5% 3.6% 506 15.4% 3.6% 543 517.2% 3.6% 792 -22.2% 3.6% 2,338 11.0% 3.6% 646 30.0% 4.0% 658 30.2% 4.0% 707 30.2% 4.0% 1,031 30.1% 4.0% 3,043 30.1% 4.0% 744 15.1% 4.0% 759 15.3% 4.0% 816 15.3% 4.0% 1,188 15.2% 4.0% 3,506 15.2% 4.0% 2,642 0.0% 30.1% 6,070 17.0% 69.2% 57 8.0% 0.7% 8,769 11.2% 38.8% 2,380 0.0% 29.1% 5,747 17.0% 70.2% 54 8.0% 0.7% 8,181 11.4% 36.8% 2,535 1.0% 29.4% 6,037 17.0% 70.1% 45 8.0% 0.5% 8617.66 11.7% 36.4% 3,440 1.0% 29.1% 8,318 17.0% 70.3% 71 8.0% 0.6% 11828.9 11.8% 35.0% 10,997 0.5% 29.4% 26,172 17.0% 70.0% 228 8.0% 0.6% 37,397 11.6% 36.5% 2,748 4.0% 26.9% 7,405 22.0% 72.5% 63 10.0% 0.6% 10216 16.5% 38.7% 2,475 4.0% 25.9% 7,011 22.0% 73.4% 59 10.0% 0.6% 9545.99 16.7% 36.7% 2,637 4.0% 26.2% 7,365 22.0% 73.3% 50 10.0% 0.5% 10051.8 16.6% 36.2% 3,578 4.0% 25.9% 10,147 22.0% 73.5% 78 10.0% 0.6% 13803.5 16.7% 34.9% 11,437 4.0% 26.2% 31,930 22.0% 73.2% 251 10.0% 0.6% 43,617 16.6% 36.4% 2,913 6.0% 23.8% 9,257 25.0% 75.6% 71 12.0% 0.6% 12239.7 19.8% 39.7% 2,624 6.0% 22.9% 8,764 25.0% 76.5% 67 12.0% 0.6% 11454.5 20.0% 37.7% 2,795 6.0% 23.2% 9,207 25.0% 76.4% 56 12.0% 0.5% 12057.3 20.0% 37.2% 3,792 6.0% 22.9% 12,684 25.0% 76.6% 88 12.0% 0.5% 16564.4 20.0% 35.8% 12,123 6.0% 23.2% 39,912 25.0% 76.3% 281 12.0% 0.5% 52,316 19.9% 37.4% 8,769 10.4% 100.0% 8,181 10.9% 100.0% 8,618 8.6% 100.0% 11,829 12.0% 100.0% 37,397 10.6% 100.0% 10,144 15.7% 99.3% 9,479 15.9% 99.3% 9,981 15.8% 99.3% 13,707 15.9% 99.3% 43,312 15.8% 99.3% 12,117 19.4% 99.0% 11,340 19.6% 99.0% 11,937 19.6% 99.0% 16,399 19.6% 99.0% 51,793 19.6% 99.0% 0 -100.0% 0.0% 0 -100.0% 0.0% 0 -100.0% 0.0% 0 -100.0% 0.0% 0 -100.0% 0.0% 72 n/a 0.7% 67 n/a 0.7% 70 n/a 0.7% 97 n/a 0.7% 305 n/a 0.7% 122 71.2% 1.0% 115 71.4% 1.0% 121 71.4% 1.0% 166 71.4% 1.0% 523 71.3% 1.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 n/a 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 n/a 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 0.0% 0.0% 0 n/a 0.0% 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a n/a 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a n/a 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a n/a 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a 0.0% 0 n/a n/a 61.2% 38.8% n/a 100.0% 63.2% 36.8% n/a 100.0% 63.6% 36.4% n/a 100.0% 65.0% 35.0% n/a 100.0% 63.5% 36.5% n/a 100.0% 61.3% 38.7% n/a 100.0% 63.3% 36.7% n/a 100.0% 63.8% 36.2% n/a 100.0% 65.1% 34.9% n/a 100.0% 63.6% 36.4% n/a 100.0% 60.3% 39.7% n/a 100.0% 62.3% 37.7% n/a 100.0% 62.8% 37.2% n/a 100.0% 64.2% 35.8% n/a 100.0% 62.6% 37.4% n/a 100.0% 24.2% 68.1% 7.7% 100.0% 21.8% 70.7% 7.5% 100.0% 22.3% 69.6% 8.0% 100.0% 20.7% 72.2% 7.1% 100.0% 22.1% 70.4% 7.5% 100.0% 22.0% 69.4% 8.6% 100.0% 19.8% 71.8% 8.5% 100.0% 20.3% 70.7% 9.0% 100.0% 18.8% 73.2% 8.0% 100.0% 20.0% 71.5% 8.5% 100.0% 20.0% 70.6% 9.3% 100.0% 18.0% 72.8% 9.2% 100.0% 18.4% 71.8% 9.8% 100.0% 17.1% 74.2% 8.6% 100.0% 18.3% 72.6% 9.2% 100.0% 0.0% 18.2% 37.7% 14.4% 0.0% 18.3% 37.7% 14.9% 1.0% 18.3% 38.1% 15.2% 1.0% 18.3% 37.8% 15.4% 0.5% 18.3% 37.8% 15.0% 6.1% 19.0% 31.3% 16.8% 6.0% 18.8% 31.3% 17.0% 6.1% 18.8% 31.5% 17.0% 6.0% 18.7% 31.3% 17.0% 6.1% 18.8% 31.4% 16.9% 6.5% 19.0% 26.6% 16.9% 6.5% 18.8% 26.6% 17.0% 6.5% 18.8% 26.7% 17.0% 6.5% 18.5% 26.6% 16.9% 6.5% 18.7% 26.6% 17.0% YOY SEGMENT OPERATING INCOME GROWTH (DECLINE) North America (11.5%) 15.4% 517.2% (22.2%) 11.0% International (100.0%) (100.0%) (100.0%) (100.0%) (100.0%) AWS n/a n/a n/a n/a n/a Total operating income (0.9%) 25.1% n/a (23.7%) 29.3% 30.0% n/a n/a 44.4% 30.2% n/a n/a 43.4% 30.2% n/a n/a 43.2% 30.1% n/a n/a 42.3% 30.1% n/a n/a 43.2% 15.1% 71.2% n/a 20.7% 15.3% 71.4% n/a 20.4% 15.3% 71.4% n/a 20.4% 15.2% 71.4% n/a 20.0% 15.2% 71.3% n/a 20.4% Total operating income % yoy growth % of total revenue INTERNATIONAL Media % yoy growth % of segment revenue Electronics and other general merchandise % yoy growth % of segment revenue Other % yoy growth % of segment revenue Total International net sales % yoy growth % of total revenue Segment operating expenses % yoy growth % of segment revenue Segment operating income (loss) % yoy growth % of segment revenue AWS Total AWS net sales % yoy growth % of total revenue Segment operating expenses % yoy growth % of segment revenue Segment operating income (loss) % yoy growth % of segment revenue SUPPLEMENTAL NET SALES INFORMATION NET SALES MIX North America International AWS TRADITIONAL NET SALES MIX Media Electronics and other general merchandise Other TRADITIONAL YOY NET SALES GROWTH (DECLINE) Media Electronics and other general merchandise Other Total Traditional net sales 96 Table 2 – Income Statement Estimates Income Statement Estimates ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) 1Q 2Q 3Q NET SALES North America net sales International net sales AWS net sales Total net sales % yoy growth Cost of Sales % of revenue Total gross profit % of revenue 4Q 2015 1Q 2Q 3Q 22,006 64,952 11,829 37,397 0 0 33,835 102,348 15.4% 15.0% 23,684 71,644 70.0% 70.0% 10,150 30,704 30.0% 30.0% 16,160 10,216 0 26,376 16.8% 18,332 69.5% 8,045 30.5% 16,452 9,546 0 25,998 17.0% 18,069 69.5% 7,929 30.5% 17,683 10,052 0 27,735 17.0% 19,276 69.5% 8,459 30.5% 2,988 11.3% 1,126 4.3% 2,434 9.2% 779 3.0% 7,327 429 1.6% 46 0.2% 7,802 3,062 11.8% 1,225 4.7% 2,715 10.4% 202 0.8% 7,205 526 2.0% 46 0.2% 7,776 3,437 12.4% 1,295 4.7% 2,991 10.8% (41) -0.1% 7,682 508 1.8% 46 0.2% 8,236 4,490 11.3% 2,013 5.1% 3,251 8.2% 1,190 3.0% 10,943 551 1.4% 46 0.1% 11,540 718 725 44.4% 43.4% 2.7% 2.8% 243 153 205.0% 2565.5% 0.9% 0.6% 778 43.2% 2.8% 223 282.6% 0.8% 13,815 8,769 0 22,584 14.4% 15,809 70.0% 6,775 30.0% 14,043 8,181 0 22,224 14.9% 15,557 70.0% 6,667 30.0% 15,088 8,618 0 23,705 15.2% 16,594 70.0% 7,112 30.0% OPERATING EXPENSES Fulfillment % of revenue Marketing % of revenue Technology and content % of revenue General and administrative % of revenue Pro-forma operating expenses Stock-based compensation % of revenue Other operating expense (income), net % of revenue Reported operating expenses 2,558 11.3% 964 4.3% 2,084 9.2% 671 3.0% 6,278 367 1.6% 51 0.2% 6,696 2,618 11.8% 1,047 4.7% 2,321 10.4% 176 0.8% 6,162 449 2.0% 51 0.2% 6,661 2,937 12.4% 1,107 4.7% 2,556 10.8% (32) -0.1% 6,568 434 1.8% 51 0.2% 7,053 3,838 11.3% 1,721 5.1% 2,779 8.2% 1,020 3.0% 9,358 471 1.4% 51 0.1% 9,879 11,951 11.7% 4,840 4.7% 9,741 9.5% 1,834 1.8% 28,366 1,722 1.7% 202 0.2% 30,290 Pro-forma operating income (loss) % yoy growth % of revenue Reported GAAP operating income (loss) % yoy growth % of revenue 497 -0.9% 2.2% 80 -45.5% 0.4% 506 25.1% 2.3% 6 n/a 0.0% 543 n/a 2.3% 58 n/a 0.2% 792 -23.7% 2.3% 271 -54.1% 0.8% 2,338 29.3% 2.3% 415 131.7% 0.4% NON-OPERATING EXPENSES Interest income Effective cash interest rate % Interest expense Effective debt interest rate % Other income (expense), net % of revenue Total non-operating income (expense) 11 0.30% (76) 3.7% 0 0.0% (65) 10 0.30% (76) 3.7% 0 0.0% (67) 11 0.30% (76) 3.7% 0 0.0% (66) 13 0.30% (76) 3.7% 0 0.0% (63) 44 0.2% (306) 3.7% 0 0.0% (261) Pro-forma pre-tax income (loss) Reported GAAP pre-tax income (loss) 432 14 439 (61) 477 (7) 729 208 5 33.0% 104 0 0.0% (20) 33.0% 125 0 0.0% (2) 33.0% 121 0 0.0% 68 33.0% 130 0 0.0% 323 -13.9% 1.4% 10 -91.2% 0.0% 334 77.4% 1.5% (41) -67.5% -0.2% 359 n/a 1.5% (5) -98.9% 0.0% 530 -3.5% 1.6% 139 -35.0% 0.4% 464 472 464 472 464 472 464 472 464 472 0.70 -14.7% 0.68 -14.6% 0.72 76.3% 0.71 73.3% 0.77 n/a 0.76 n/a 1.14 -3.5% 1.12 -3.5% 0.02 -91.3% 0.02 -91.3% (0.09) -67.7% (0.09) -68.3% (0.01) -98.9% (0.01) -98.9% Adjusted EBIT % yoy growth % of revenue 447 -4.3% 2.0% 455 21.0% 2.0% Depreciation and amortization % of revenue 1,242 5.5% Adjusted EBITDA % yoy growth % of revenue Provision (benefit) for income taxes Effective tax rate % Tax adjustments for non-GAAP/pro-forma items Equity-method investment activity, net of tax % of revenue Pro-forma net income (loss) % yoy growth % of revenue Reported GAAP net income (loss) % yoy growth % of revenue Weighted average shares outstanding: Basic Diluted Pro-forma EPS Basic % yoy growth Diluted % yoy growth Reported GAAP EPS Basic % yoy growth Diluted % yoy growth 4Q 2016 1Q 2Q 3Q 4Q 2017 25,774 76,070 13,803 43,617 0 0 39,577 119,687 17.0% 16.9% 27,506 83,182 69.5% 69.5% 12,071 36,504 30.5% 30.5% 18,605 12,240 0 30,845 16.9% 21,283 69.0% 9,562 31.0% 18,964 11,454 0 30,419 17.0% 20,989 69.0% 9,430 31.0% 20,392 12,057 0 32,450 17.0% 22,390 69.0% 10,059 31.0% 13,976 11.7% 5,660 4.7% 11,391 9.5% 2,129 1.8% 33,156 2,013 1.7% 185 0.2% 35,355 3,494 11.3% 1,317 4.3% 2,847 9.2% 1,038 3.4% 8,695 502 1.6% 40 0.1% 9,237 3,583 11.8% 1,433 4.7% 3,177 10.4% 364 1.2% 8,557 615 2.0% 40 0.1% 9,212 4,021 12.4% 1,515 4.7% 3,499 10.8% 88 0.3% 9,123 594 1.8% 40 0.1% 9,758 5,248 11.3% 2,354 5.1% 3,800 8.2% 1,586 3.4% 12,988 644 1.4% 40 0.1% 13,672 16,346 11.7% 6,619 4.7% 13,323 9.5% 3,076 2.2% 39,363 2,355 1.7% 161 0.1% 41,879 1,128 42.3% 2.8% 531 95.8% 1.3% 3,348 43.2% 2.8% 1,150 177.3% 1.0% 867 20.7% 2.8% 325 33.8% 1.1% 873 20.4% 2.9% 218 42.4% 0.7% 936 20.4% 2.9% 302 35.0% 0.9% 1,354 20.0% 2.9% 670 26.2% 1.4% 4,030 20.4% 2.9% 1,514 31.7% 1.1% 55 0.2% (306) 3.7% 0 0.0% (251) 16 0.30% (76) 3.7% 0 0.0% (60) 15 0.30% (76) 3.7% 0 0.0% (61) 17 0.30% (76) 3.7% 0 0.0% (60) 20 0.30% (76) 3.7% 0 0.0% (57) 68 0.2% (306) 3.7% 0 0.0% (238) 29,699 87,661 16,564 52,316 0 0 46,263 139,977 16.9% 17.0% 31,922 96,584 69.0% 69.0% 14,342 43,393 31.0% 31.0% 13 0.30% (76) 3.7% 0 0.0% (63) 12 0.30% (76) 3.7% 0 0.0% (64) 13 0.30% (76) 3.7% 0 0.0% (63) 16 0.30% (76) 3.7% 0 0.0% (60) 2,077 153 655 179 661 89 715 160 1,067 470 3,097 899 806 265 812 157 876 242 1,297 613 3,791 1,276 51 33.0% 481 0 0.0% 59 33.0% 119 0 0.0% 29 33.0% 143 0 0.0% 53 33.0% 139 0 0.0% 155 33.0% 149 0 0.0% 297 33.0% 550 0 0.0% 87 33.0% 135 0 0.0% 52 33.0% 164 0 0.0% 80 33.0% 159 0 0.0% 202 33.0% 171 0 0.0% 421 33.0% 629 0 0.0% 1,545 477 57.1% 47.6% 1.5% 1.8% 103 120 n/a 1161.8% 0.1% 0.5% 488 46.2% 1.9% 59 n/a 0.2% 523 45.9% 1.9% 107 n/a 0.4% 763 43.9% 1.9% 315 126.6% 0.8% 2,251 45.6% 1.9% 602 486.3% 0.5% 584 22.5% 1.9% 177 47.5% 0.6% 596 22.1% 2.0% 105 76.6% 0.3% 638 22.0% 2.0% 162 50.9% 0.5% 924 21.1% 2.0% 411 30.3% 0.9% 2,742 21.8% 2.0% 855 42.0% 0.6% 464 472 464 472 464 472 464 472 464 472 464 472 464 472 464 472 464 472 464 472 3.33 56.4% 3.27 53.8% 1.03 47.6% 1.01 47.6% 1.05 46.2% 1.03 46.2% 1.13 45.9% 1.11 45.9% 1.64 43.9% 1.62 43.9% 4.85 45.6% 4.77 45.6% 1.26 22.5% 1.24 22.5% 1.29 22.1% 1.26 22.1% 1.37 22.0% 1.35 22.0% 1.99 21.1% 1.96 21.1% 5.91 21.8% 5.81 21.8% 0.30 -35.0% 0.29 -35.0% 0.22 n/a 0.22 n/a 0.26 1161.8% 0.25 1161.8% 0.13 n/a 0.13 n/a 0.23 n/a 0.23 n/a 0.68 126.6% 0.67 126.6% 1.30 486.3% 1.28 486.3% 0.38 47.5% 0.38 47.5% 0.23 76.6% 0.22 76.6% 0.35 50.9% 0.34 50.9% 0.89 30.3% 0.87 30.3% 1.84 42.0% 1.81 42.0% 493 n/a 2.1% 742 -25.8% 2.2% 2,136 27.5% 2.1% 672 50.3% 2.5% 679 49.1% 2.6% 731 48.5% 2.6% 1,081 45.8% 2.7% 3,163 48.1% 2.6% 826 23.0% 2.7% 833 22.7% 2.7% 896 22.5% 2.8% 1,313 21.5% 2.8% 3,869 22.3% 2.8% 1,222 5.5% 1,304 5.5% 1,861 5.5% 5,629 5.5% 1,451 5.5% 1,430 5.5% 1,525 5.5% 2,177 5.5% 6,583 5.5% 1,696 5.5% 1,673 5.5% 1,785 5.5% 2,544 5.5% 7,699 5.5% 1,739 15.0% 7.7% 1,728 14.2% 7.8% 1,847 66.2% 7.8% 2,653 9.8% 7.8% 7,967 21.5% 7.8% 2,169 24.7% 8.2% 2,155 24.7% 8.3% 2,303 24.7% 8.3% 3,304 24.5% 8.3% 9,931 24.6% 8.3% 2,563 18.2% 8.3% 2,546 18.2% 8.4% 2,721 18.1% 8.4% 3,898 18.0% 8.4% 11,728 18.1% 8.4% (5,327) (11.29) 1,590 3.37 1,013 2.15 5,219 11.06 2,494 5.28 (4,822) (10.22) 1,964 4.16 1,280 2.71 6,186 13.11 4,608 9.76 (5,568) (11.80) 2,318 4.91 1,512 3.20 7,182 15.22 5,444 11.53 7,799 16.52 8,207 17.39 8,636 18.30 9,246 19.59 9,246 19.59 9,795 20.75 10,380 21.99 10,996 23.30 11,861 25.13 11,861 25.13 12,540 26.57 13,260 28.09 14,017 29.70 15,071 31.93 15,071 31.93 VALUATION METRICS (Levered) free cash flow Per share (diluted) (Tangible) book value Per share (diluted) 97 Table 3 – Balance Sheet Estimates Balance Sheet Estimates ($ in Millions, Except Per Share Amounts in Dollars and Share Counts 1Q ASSETS Current assets: Cash and cash equivalents 9,230 Marketable securities 2,859 Inventories 6,956 % of cost of sales 11.0% Inventory days 39.6 Accounts receivable, net and other 4,517 % of revenue 5.0% Accounts receivable days 18.0 Deferred tax assets 0 Total current assets 23,562 Property and equipment, net 17,080 Deferred tax assets 0 Goodwill 3,319 Other assets 2,842 Total assets 46,802 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable % of cost of sales Accounts payable days Accrued expenses and other % of cost of sales Unearned revenue % of revenue Total current liabilities Long-term debt Other long-term liabilities Total liabilities Stockholders’ equity: Common stock Treasury stock, at cost Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity Check in Thousands) 2Q 3Q 4Q 2015 1Q 2Q 3Q 4Q 2016 1Q 2Q 3Q 4Q 2017 10,820 2,859 7,778 12.5% 45.0 4,445 5.0% 18.0 0 25,902 17,191 0 3,319 2,791 49,203 11,833 2,859 8,297 12.5% 45.0 4,741 5.0% 18.0 0 27,730 17,310 0 3,319 2,741 51098.7 17,051 2,859 9,474 10.0% 36.0 6,767 5.0% 18.0 0 36,151 17,479 0 3,319 2,690 59638.8 17,051 2,859 9,474 13.2% 47.6 6,767 9.4% 34.0 0 36,151 17,479 0 3,319 2,690 59,639 12,230 2,859 8,066 11.0% 39.6 5,275 5.0% 18.0 0 28,430 17,611 0 3,319 2,644 52,003 14,193 2,859 9,034 12.5% 45.0 5,200 5.0% 18.0 0 31,286 17,741 0 3,319 2,598 54,944 15,474 2,859 9,638 12.5% 45.0 5,547 5.0% 18.0 0 33,518 17,879 0 3,319 2,551 57,267 21,660 2,859 11,002 10.0% 36.0 7,915 5.0% 18.0 0 43,437 18,077 0 3,319 2,505 67,338 21,660 2,859 11,002 13.2% 47.6 7,915 9.5% 34.3 0 43,437 18,077 0 3,319 2,505 67,338 16,091 2,859 9,365 11.0% 39.6 6,169 5.0% 18.0 0 34,484 18,231 0 3,319 2,465 58,499 18,409 2,859 10,494 12.5% 45.0 6,084 5.0% 18.0 0 37,846 18,383 0 3,319 2,425 61,973 19,921 2,859 11,195 12.5% 45.0 6,490 5.0% 18.0 0 40,465 18,546 0 3,319 2,384 64,714 27,103 2,859 12,769 10.0% 36.0 9,253 5.0% 18.0 0 51,984 18,777 0 3,319 2,344 76,424 27,103 2,859 12,769 13.2% 47.6 9,253 9.6% 34.5 0 51,984 18,777 0 3,319 2,344 76,424 11,699 18.5% 66.6 6,956 11.0% 1,355 1.5% 20,010 8,265 7,410 35,685 12,445 20.0% 72.0 7,778 12.5% 1,778 2.0% 22,002 8,265 7,410 37,677 13,275 20.0% 72.0 8,297 12.5% 1,896 2.0% 23,468 8,265 7,410 39143.2 18,947 20.0% 72.0 10,421 11.0% 2,030 1.5% 31,399 8,265 7,410 47073.6 18,947 26.4% 95.2 10,421 14.5% 2,030 2.8% 31,399 8,265 7,410 47,074 13,565 18.5% 66.6 8,066 11.0% 1,583 1.5% 23,214 8,265 7,410 38,889 14,455 20.0% 72.0 9,034 12.5% 2,080 2.0% 25,569 8,265 7,410 41,244 15,421 20.0% 72.0 9,638 12.5% 2,219 2.0% 27,278 8,265 7,410 42,953 22,005 20.0% 72.0 12,103 11.0% 2,375 1.5% 36,482 8,265 7,410 52,157 22,005 26.5% 95.2 12,103 14.5% 2,375 2.9% 36,482 8,265 7,410 52,157 15,750 18.5% 66.6 9,365 11.0% 1,851 1.5% 26,965 8,265 7,410 42,640 16,791 20.0% 72.0 10,494 12.5% 2,433 2.0% 29,719 8,265 7,410 45,394 17,912 20.0% 72.0 11,195 12.5% 2,596 2.0% 31,703 8,265 7,410 47,378 25,537 20.0% 72.0 14,046 11.0% 2,776 1.5% 42,359 8,265 7,410 58,034 25,537 26.4% 95.2 14,046 14.5% 2,776 2.9% 42,359 8,265 7,410 58,034 5 (1,837) 11,502 (511) 1,959 11,118 46,802 5 (1,837) 11,952 (511) 1,918 11,526 49,203 5 (1,837) 12,386 (511) 1,913 11,955 51,099 5 (1,837) 12,857 (511) 2,052 12,565 59,639 5 (1,837) 12,857 (511) 2,052 12,565 59,639 5 (1,837) 13,285 (511) 2,172 13,114 52,003 5 (1,837) 13,811 (511) 2,231 13,699 54,944 5 (1,837) 14,319 (511) 2,339 14,315 57,267 5 (1,837) 14,870 (511) 2,654 15,180 67,338 5 (1,837) 14,870 (511) 2,654 15,180 67,338 5 (1,837) 15,371 (511) 2,831 15,859 58,499 5 (1,837) 15,986 (511) 2,936 16,579 61,973 5 (1,837) 16,581 (511) 3,098 17,336 64,714 5 (1,837) 17,224 (511) 3,509 18,390 76,424 5 (1,837) 17,224 (511) 3,509 18,390 76,424 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 METRICS & RATIOS Net debt (cash) Operating working capital Total capital Invested capital (simple, net debt + equity) Invested capital (complex, exc goodwill/intangibles) Invested capital (complex, inc goodwill/intangibles) NOPAT (simple, operating income x (1 - tax rate) NOPLAT (complex) (3,824) 693 7,294 14,704 17,773 23,934 53 87 (5,414) 1,041 6,112 13,522 18,232 24,342 4 38 (6,427) 1,402 5,529 12,939 18,712 24,771 39 73 (11,645) 1,893 920 8,330 19,372 25,381 182 215 (11,645) 1,893 920 8,330 19,372 25,381 278 413 (6,824) 2,357 6,291 13,701 19,968 25,930 163 194 (8,787) 2,858 4,912 12,322 20,599 26,515 103 134 (10,068) 3,381 4,247 11,657 21,261 27,131 150 181 (16,254) 4,095 (1,073) 6,337 22,172 27,996 356 387 (16,254) 4,095 (1,073) 6,337 22,172 27,996 770 894 (10,685) 4,660 5,174 12,584 22,892 28,675 218 245 (13,003) 5,268 3,576 10,986 23,652 29,395 146 173 (14,515) 5,903 2,821 10,231 24,448 30,152 202 229 (21,697) 6,766 (3,307) 4,103 25,543 31,206 449 476 (21,697) 6,766 (3,307) 4,103 25,543 31,206 1,014 1,122 0.5 x 32.6 x 0.5 x 21.3 x 0.5 x 16.9 x 0.6 x 17.9 x 1.7 x 54.1 x 0.5 x 11.2 x 0.5 x 9.1 x 0.5 x 8.2 x 0.6 x 9.7 x 1.8 x 29.2 x 0.5 x 6.6 x 0.5 x 5.8 x 0.5 x 5.5 x 0.6 x 6.8 x 1.8 x 20.7 x 1.2 x 0.6 x (9.0) 1.2 x 0.6 x (9.0) 1.2 x 0.6 x (9.0) 1.2 x 0.6 x (18.0) 1.2 x 0.6 x (13.6) 1.2 x 0.6 x (9.0) 1.2 x 0.7 x (9.0) 1.2 x 0.7 x (9.0) 1.2 x 0.7 x (18.0) 1.2 x 0.7 x (13.4) 1.3 x 0.7 x (9.0) 1.3 x 0.7 x (9.0) 1.3 x 0.7 x (9.0) 1.2 x 0.7 x (18.0) 1.2 x 0.7 x (13.1) (2.2 x) (34.4%) NM (3.1 x) (47.0%) NM (3.5 x) (53.8%) NM (4.4 x) (92.7%) NM (1.5 x) (92.7%) NM (3.1 x) (52.0%) NM (4.1 x) (64.1%) NM (4.4 x) (4.9 x) (70.3%) (107.1%) NM NM (1.6 x) (107.1%) NM (4.2 x) (67.4%) NM (5.1 x) (78.4%) NM (5.3 x) (5.6 x) (83.7%) (118.0%) NM NM (1.8 x) (118.0%) NM EBITDA (adjusted) / net interest EBIT (adjusted) / net interest 26.6 x 6.8 x 25.9 x 6.8 x 28.1 x 7.5 x 41.8 x 11.7 x 30.5 x 8.2 x 34.2 x 10.6 x 33.5 x 10.5 x 36.5 x 11.6 x 54.7 x 17.9 x 39.5 x 12.6 x 42.6 x 13.7 x 41.5 x 13.6 x 45.4 x 15.0 x 68.8 x 23.2 x 49.3 x 16.2 x DuPont Analysis (GAAP) & Profitability Net income / pre-tax income (tax burden) x Pre-tax income / operating income (interest burden) x Operating income / revenue (operating margin) x Revenue / total assets (asset turnover) = ROA (GAAP) x Total assets / total equity (financial leverage) = ROE (GAAP) 67.0% 67.0% 17.9% ######### 0.4% 0.0% 0.5 x 0.5 x 0.0% (0.1%) 4.2 x 4.3 x 0.1% (0.4%) 67.0% (12.7%) 0.2% 0.5 x (0.0%) 4.3 x (0.0%) 67.0% 76.6% 0.8% 0.6 x 0.2% 4.7 x 1.1% 67.0% 37.0% 0.4% 1.7 x 0.2% 4.7 x 0.8% 67.0% 73.9% 0.9% 0.5 x 0.2% 4.0 x 0.9% 67.0% 57.9% 0.6% 0.5 x 0.1% 4.0 x 0.4% 67.0% 71.7% 0.8% 0.5 x 0.2% 4.0 x 0.7% 67.0% 88.6% 1.3% 0.6 x 0.5% 4.4 x 2.1% 67.0% 78.1% 1.0% 1.8 x 0.9% 4.4 x 4.0% 67.0% 81.5% 1.1% 0.5 x 0.3% 3.7 x 1.1% 67.0% 71.8% 0.7% 0.5 x 0.2% 3.7 x 0.6% 67.0% 80.1% 0.9% 0.5 x 0.3% 3.7 x 0.9% 67.0% 91.5% 1.4% 0.6 x 0.5% 4.2 x 2.2% 67.0% 84.3% 1.1% 1.8 x 1.1% 4.2 x 4.6% 0.7% 3.0% 0.3% 0.9% 4.2% 2.2% 2.6% 12.3% 3.3% 0.9% 3.6% 1.2% 0.9% 3.6% 0.8% 0.9% 3.7% 1.3% 1.1% 5.0% 5.6% 3.3% 14.8% 12.2% 1.0% 3.7% 1.7% 1.0% 3.6% 1.3% 1.0% 3.7% 2.0% 1.2% 5.0% 10.9% 3.6% 14.9% 24.7% Activity (Operating Efficienty) & Liquidity Total Asset turnover Working capital turnover Current ratio Cash ratio Cash conversion cycle Leverage (Capital Structure) & Coverage Net debt / EBITDA (adjusted) Net debt / total equity Net debt / total capital ROA (adjusted) ROE (adjusted) ROIC (simple) 0.7% 2.9% 0.4% 0.7% 2.9% 0.0% 98 Table 4 – Cash Flow Statement Estimates Cash Flow Estimates ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) 1Q 2Q 3Q OPERATING ACTIVITIES Net income (loss) 10 (41) (5) 4Q 2015 1Q 2Q 3Q 4Q 2016 1Q 2Q 3Q 4Q 2017 139 103 120 59 107 315 602 177 105 162 411 855 Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation of property and equipment, including inte 1,242 1,222 1,304 Stock-based compensation 367 449 434 Other operating expense (income), net 51 51 51 Losses (gains) on sales of marketable securities, net 0 0 0 Other expense (income), net 0 0 0 Deferred income taxes 0 0 0 Excess tax benefits from stock-based compensation 0 0 0 Funds from operations 1,669 1,681 1,784 1,861 471 51 0 0 0 0 2,521 5,629 1,722 202 0 0 0 0 7,655 1,451 429 46 0 0 0 0 2,046 1,430 526 46 0 0 0 0 2,061 1,525 508 46 0 0 0 0 2,187 2,177 551 46 0 0 0 0 3,089 6,583 2,013 185 0 0 0 0 9,383 1,696 502 40 0 0 0 0 2,416 1,673 615 40 0 0 0 0 2,433 1,785 594 40 0 0 0 0 2,581 2,544 644 40 0 0 0 0 3,639 7,699 2,355 161 0 0 0 0 11,069 Changes in operating assets and liabilities: Inventories Accounts receivable, net and other Accounts payable Accrued expenses and other Unearned revenue Change in net working capital Net cash provided by (used in) operating activities 1,343 1,095 (4,760) (2,851) (468) (5,641) (3,972) (822) 72 747 822 423 1,242 2,923 (518) (296) 829 518 118 652 2,435 (1,177) (2,026) 5,672 2,124 134 4,728 7,249 (1,175) (1,155) 2,488 614 207 980 8,635 1,408 1,492 (5,382) (2,355) (447) (5,285) (3,239) (968) 76 890 968 497 1,462 3,524 (604) (347) 966 604 139 757 2,944 (1,364) (2,368) 6,584 2,465 156 5,472 8,561 (1,529) (1,148) 3,057 1,682 345 2,406 11,789 1,638 1,746 (6,255) (2,738) (524) (6,133) (3,717) (1,130) 85 1,042 1,130 583 1,710 4,143 (701) (406) 1,121 701 162 877 3,459 (1,574) (2,763) 7,625 2,850 180 6,319 9,958 (1,766) (1,337) 3,533 1,943 401 2,773 13,842 INVESTING ACTIVITIES Purchases of property and equipment, including intern (1,355) % of revenue 6.00% % of depreciation & amortization 109.1% Acquisitions, net of cash acquired, and other 0 Sales and maturities of marketable securities and othe 0 Purchases of marketable securities and other investme 0 Net cash provided by (used in) investing activities (1,355) (1,333) 6.00% 109.1% 0 0 0 (1,333) (1,422) 6.00% 109.1% 0 0 0 (1,422) (2,030) 6.00% 109.1% 0 0 0 (2,030) (6,141) 6.00% 109.1% 0 0 0 (6,141) (1,583) 6.00% 109.1% 0 0 0 (1,583) (1,560) 6.00% 109.1% 0 0 0 (1,560) (1,664) 6.00% 109.1% 0 0 0 (1,664) (2,375) 6.00% 109.1% 0 0 0 (2,375) (7,181) 6.00% 109.1% 0 0 0 (7,181) (1,851) 6.00% 109.1% 0 0 0 (1,851) (1,825) 6.00% 109.1% 0 0 0 (1,825) (1,947) 6.00% 109.1% 0 0 0 (1,947) (2,776) 6.00% 109.1% 0 0 0 (2,776) (8,399) 6.00% 109.1% 0 0 0 (8,399) FINANCING ACTIVITIES Excess tax benefits from stock-based compensation Dividends issued Common stock proceeds Common stock repurchased Debt issuance (repayment) Capital/finance lease repayment Net cash provided by (used in) financing activities 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Foreign-currency effect on cash and cash equivalents Net increase (decrease) in cash and cash equivalents 0 (5,327) 0 1,590 0 1,013 0 5,219 0 2,494 0 (4,822) 0 1,964 0 1,280 0 6,186 0 4,608 0 (5,568) 0 2,318 0 1,512 0 7,182 0 5,444 Beginning Cash and Cash Equivalents Ending Cash and Cash Equivalents 14,557 9,230 9,230 10,820 10,820 11,833 11,833 17,051 14,557 17,051 17,051 12,230 12,230 14,193 14,193 15,474 15,474 21,660 17,051 21,660 21,660 16,091 16,091 18,409 18,409 19,921 19,921 27,103 21,660 27,103 Table 5 – Enterprise Value & Overview Valuation Overview & EV Multiples - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Amazon.com Inc. - Assumptions & Valuation Overview Valuation Date: Ticker: Company Name: Share Price (closing, non-adjusted): Diluted Shares Outstanding (average): --> Yahoo finance/10K on 31 Dec of year: $ 250.87 $ 461,000 2012 01.01.2015 AMZN Amazon.com Inc. 398.79 $ 310.35 467,000 472,000 2013 2014 Last Historical Year: Fiscal Year Ends: Days in Year: Share Units: Tax Rate: Blue indicates hard-coded numbers. Black indicates formulas. Green indicates links from other worksheets. (Only applies to valuation worksheets) 2014 Dec 31 360 1000 33% Amazon.com Inc. - Enterprise Value and Equity Value Enterprise Value Calculation FY2012 FY2013 FY2014 Diluted Equity Value (Market Cap): $ 115,651 $ 186,235 $ 146,485 Less: Cash & Short-Term Investments Plus: Short-Term & Long-Term Debt Plus: Minority Interest Plus: Preferred Stock Enterprise Value: $ $ $ $ $ 11,448 3,084 107,287 $ 12,447 $ 3,191 $ $ $ 176,979 $ $ $ $ $ 17,416 8,265 137,334 EV / Revenue EV / EBIT EV / EBITDA EqV / (L)FCF P / E (adjusted, diluted) P / E (GAAP, diluted) P / B (tangible, diluted) FY2012 1.8 x 71.1 x 28.0 x 292.8 x 161.2 x NM 20.1 x Valuation Multiples FY2013 FY2014 2.4 x 1.5 x 94.2 x 81.9 x 33.7 x 21.0 x 91.7 x 153.3 x 676.8 x 26.2 x 75.1 x 145.8 x NM 19.3 x FY2015E 1.3 x 64.3 x 17.2 x FY2016E 1.1 x 43.4 x 13.8 x FY2017E 1.0 x 35.5 x 11.7 x 58.7 x 94.8 x 1426.3 x 15.8 x 31.8 x 65.1 x 243.3 x 12.3 x 26.9 x 53.4 x 171.4 x 9.7 x 99 Table 6 – Public Company Comparables Public Company Comparables - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Comparable Companies - World's Largest Online Retailers by Revenue Valuation Metrics Comparable Companies - Operati Capitalization Projected Projected Share Equity Enterprise Revenue EBITDA (adj.) Diluted EPS (adj.) Revenue EBITDA Company Name Price Value Value 2014 2015E 2014 2015E 2014 2015E Growth Growth eBay Inc. $ 56.21 $ 70,937 $ 68,466 $ 17,902 $ 19,099 $ 5,742 $ 5,911 $ 2.95 $ 3.08 6.7% 2.9% Staples Inc. 17.61 11,790 12,287 22,690 22,500 1,387 1,371 0.95 0.94 (0.8%) (1.2%) Wal-Mart Stores Inc. 85.90 278,574 316,927 487,061 499,966 37,148 39,046 5.00 5.22 2.6% 5.1% Apple Inc. 109.33 642,970 646,910 199,800 238,232 67,663 82,721 7.42 9.33 19.2% 22.3% Alibaba Group 103.60 268,117 257,767 11,462 15,787 6,186 8,287 2.13 2.61 37.7% 34.0% Maximum 75th Percentile Median 25th Percentile Minimum $ 109.33 103.60 $ 85.90 56.21 17.61 $ 642,970 278,574 $ 268,117 70,937 11,790 $ 646,910 316,927 $ 257,767 68,466 12,287 Amazon.com Inc. $ 310.35 $ 146,485 $ 137,334 Comparable Companies - Valuatio Capitalization Share Equity Enterprise Company Name Price Value Value eBay Inc. $ 56.21 $ 70,937 $ 68,466 Staples Inc. 17.61 11,790 12,287 Wal-Mart Stores Inc. 85.90 278,574 316,927 Apple Inc. 109.33 642,970 646,910 Alibaba Group 103.60 268,117 257,767 $ 487,061 199,800 $ 22,690 17,902 11,462 $ 499,966 238,232 $ 22,500 19,099 15,787 $ 67,663 37,148 $ 6,186 5,742 1,387 $ 82,721 39,046 $ 8,287 5,911 1,371 $ 7.42 5.00 $ 2.95 2.13 0.95 $ 9.33 5.22 $ 3.08 2.61 0.94 37.7% 19.2% 6.7% 2.6% (0.8%) $88,988 $102,348 $6,555 $7,967 $2.13 $3.27 15.0% Enterprise Value / Enterprise Value / EBITDA Revenue 2014 2015E 2014 2015E 3.8 x 3.6 x 11.9 x 11.6 x 0.5 x 0.5 x 8.9 x 9.0 x 0.7 x 0.6 x 8.5 x 8.1 x 3.2 x 2.7 x 9.6 x 7.8 x $ 109.33 103.60 $ 85.90 56.21 17.61 $ 642,970 278,574 $ 268,117 70,937 11,790 $ 646,910 316,927 $ 257,767 68,466 12,287 3.8 x 3.4 x 1.9 x 0.6 x 0.5 x 3.6 x 2.9 x 1.7 x 0.6 x 0.5 x 11.9 x 10.2 x 9.2 x 8.8 x 8.5 x 11.6 x 9.6 x 8.5 x 8.0 x 7.8 x 19.1 x 18.7 x 17.9 x 16.6 x 14.7 x 18.7 x 18.4 x 17.4 x 15.3 x 11.7 x Amazon.com Inc. $ 310.35 $ 146,485 $ 137,334 1.5 x 1.3 x 21.0 x 17.2 x 145.8 x 94.8 x 34.0% 22.3% 5.1% 2.9% (1.2%) 54.0% 33.9% 32.1% 7.6% 6.1% 52.5% 34.7% 30.9% 7.8% 6.1% 21.5% 7.4% 7.8% Amazon.com Inc. - Possible Peer Groups Jefferies S&P Capital IQ Yahoo finance eBay Expedia Alibaba Group Groupon Priceline Apple Cimpress NetFlix Shutterfly Overstock.com Blue Nile 1-800-FLOWERS Morningstar Alibaba Group eBay AutoZone O'Reilly Automotive Rakuten Inc. ADR Sector / Industry US TechnolConsumer Discr Catalog & Mail Consumer Cyclical Internet Internet Retail Speciality Retail Sources (accessed 06 Oct 2015): Jefferies and S&P Capital IQ: Amazon stock reports Yahoo fina https://finance.yahoo.com/q/co?s=AMZN Morningst http://www.morningstar.com/stocks/XNAS/AMZN/quote.html With 22.5x and 16.3x EV/Revenue, 41.7x and 31.1x EV/EBITDA, and 48.7xand 39.7x P/E most likely outliers (usually excluded from the analysis); taken out here since it distorts the valuation summary chart (even though peer group is very small already) --> to include values again, just copy formula from above! P / E Multiple 2014 2015E 19.1 x 18.3 x 18.5 x 18.7 x 17.2 x 16.5 x 14.7 x 11.7 x Maximum 75th Percentile Median 25th Percentile Minimum EBITDA Margin 2014 2015E 32.1% 30.9% 6.1% 6.1% 7.6% 7.8% 33.9% 34.7% 54.0% 52.5% Table 7 – Precedent Transactions Precedent Transactions - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) E-Commerce M&A Transactions Over $1 Billion with US-Based Sellers Since 1/1/2012 Amazon.com Inc. - Comparable M&A Transactions Acquirer Name Expedia Inc. Priceline.com Inc. Staples Inc. QVC Inc. Priceline.com Inc. Target Name Orbitz Worldwide Inc. Kayak Software Corp. Office Depot Inc. Zulily Inc. OpenTable Inc. Maximum 75th Percentile Median 25th Percentile Minimum Operating Metrics Announcement Equity Date Value 02/2015 $ 1,328 11/2012 1,800 02/2015 6,300 08/2015 2,400 06/2014 2,600 $ $ 6,300 2,600 2,400 1,800 1,328 Enterprise Value $ 1,600 1,650 5,950 2,086 2,381 Trailing Revenue $ 932 283 16,157 1,281 190 Forward Trailing Revenue EBITDA $ 978 $ 156 NA 68 15,780 565 1,428 45 NA 64 Forward EBITDA $ 166 NA 778 77 NA $ $ $ $ $ 5,950 2,381 2,086 1,650 1,600 $ 16,157 1,281 932 283 190 $ 15,780 8,604 1,428 1,203 978 $ $ 565 156 68 64 45 $ 778 472 166 121 77 EV / Trailing Revenue 1.7 x 0.4 x 1.6 x 1.7 x 1.7 x 1.6 x 1.0 x 0.4 x Valuation Multiples EV / EV / Forward Trailing Revenue EBITDA 1.6 x 10.2 x NA 24.2 x 0.4 x 10.5 x 1.5 x 46.2 x NA 37.4 x 1.6 x 1.5 x 1.5 x 0.9 x 0.4 x 46.2 x 37.4 x 24.2 x 10.5 x 10.2 x EV / Forward EBITDA 9.6 x NA 7.6 x 27.2 x NA 27.2 x 18.4 x 9.6 x 8.6 x 7.6 x With 5.8x and 12.5x most likely outliers (usually excluded from the analysis); taken out here since it distorts the valuation summary chart (even though peer group is very small already) --> to include value again, just copy formula from above! 100 Table 8 – Weighted Average Cost of Capital WACC Analysis - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Discount Rate Calculation - Assumptions Risk-Free Rate (10y Treasury as of 12/31/2014): Equity Risk Premium: Cost of Debt (after taxes): Cost of Equity: Source: 2.92% 6.00% 2.06% 11.08% http://www.federalreserve.gov/releases/h15/data.htm Comparable Companies - Levered Betas and Unlevered Beta Calculation Levered Equity Unlevered Name Beta Debt Value Tax Rate Beta eBay Inc. 0.91 $ 7,627 $ 70,937 16.5% 0.84 Staples Inc. 1.40 1,116 $ 11,790 33.0% 1.32 Wal-Mart Stores Inc. 0.82 47,488 $ 278,574 32.0% 0.73 Apple Inc. 1.09 36,403 $ 642,970 26.0% 1.05 Alibaba Group Holding Ltd. 11,180 $ 268,117 15.5% --> Unlevered beta = Levered beta / (1 + (1 - tax rate) * D/E) Source: Morningstar/Yahoo finance (as of 06 Oct 2015) Median 0.91 Overall Industry - Levered and Unlevered Beta Number Levered Industry of Firms Beta Retail (Online) 46 1.4 D/E Ratio 0.0752 0.84 Unlevered Tax Rate Beta 9.38% 1.31 --> Unlevered beta = Levered beta / (1 + (1 - tax rate) * D/E) Comparable Companies Overall Industry Historical Beta Calculation 0.84 1.31 $8,265 $8,265 Equity Value $ 146,485 $ 146,485 Tax Rate Amazon.com Inc. - Cost of Debt Calculation Maturity Name Coupon % Date Amazon Com 0.65 11/27/2015 Amazon Com 1.20 11/29/2017 Amazon Com 2.60 05/12/2019 Amazon Com 3.30 05/12/2021 Amazon Com 2.50 11/29/2022 Amazon Com 3.80 05/12/2024 Amazon Com 4.80 05/12/2034 Amazon Com 4.95 05/12/2044 Source (accessed 06 Oct 2015): Coupon Type (Fix/Float) Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Weighted YTM % 0.054 0.143 0.249 0.312 0.410 0.479 0.628 0.802 9,000 3.077 http://quicktake.morningstar.com/StockNet/bonds.aspx?Symbol=AMZN&Country=USA Amount $m 750 1,000 1,000 1,000 1,250 1,250 1,250 1,500 Price 100 99.8 101.5 102.9 97 102.8 103.6 102.3 Yield to Maturity % 0.65 1.29 2.24 2.81 2.95 3.45 4.52 4.81 Cost of Debt based on bonds outstanding (before taxes) Cost of Debt based on balance sheet (before taxes) --> most recent annual interest expense /2-year average interest-bearing debt 3.08% 3.67% Cost of Debt based on bonds outstanding (after taxes) Cost of Debt based on balance sheet (after taxes) 2.06% 2.46% Which Cost of Debt should be used for calculation of WACC? Source (data as of Jan 2015, accessed 06 Oct 2015): http://people.stern.nyu.edu/adamodar/New_Home_Page/datafile/Betas.html List of firms included in industry: http://www.stern.nyu.edu/~adamodar/pc/datasets/indname.xls Amazon.com Inc. - Levered Beta & WACC Calculation Unlevered Beta Debt Amazon.com Inc. - Levered Betas for Comparison to Calculated Values Data Provider Levered Beta Date Data Source S&P Capital IQ Report 0.96 09/26/2015 http://www.netadvantage.standardandpoors.com Yahoo Finance 1.33 06/10/2015 http://finance.yahoo.com/q?s=AMZN Morningstar 1.33 06/10/2015 http://www.morningstar.com/stocks/XNAS/AMZN/quote.html Google Finance 0.74 06/10/2015 https://www.google.com/finance?cid=660463 Reuters 0.75 06/10/2015 http://www.reuters.com/finance/stocks/overview?symbol=AMZN.OQ Balance Sheet Bonds Outstan Bonds Outstanding Levered Beta 33% 33% 0.87 1.36 1.06 --> Levered beta = Unlevered beta * (1 + (1 - tax rate) * (D/E) Cost of Equity Based on Comparables: Comparables Cost of Equity Based on Overall Industry: Overall Industry Cost of Equity Based on Historical Beta: Historical Which Cost of Equity should be used for calculation of WACC? 8.12% 11.08% 9.26% Overall Industry --> (WACC = ke x %-equity + kd x (1-tax rate) x %-debt + kps x %-preferred stock) Amazon.com Inc. - WACC 10.60% 101 Table 9 – Beta Estimation Beta Estimation - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Amazon.com Inc. - Input Data for Regression Model Date Amazon.com S&P500 R(stock)(market) 01.12.2009 134.52 1115.10 04.01.2010 125.41 1073.87 -6.77% -3.70% 01.02.2010 118.40 1104.49 -5.59% 2.85% 01.03.2010 135.77 1169.43 14.67% 5.88% 01.04.2010 137.10 1186.69 0.98% 1.48% 03.05.2010 125.46 1089.41 -8.49% -8.20% 01.06.2010 109.26 1030.71 -12.91% -5.39% 01.07.2010 117.89 1101.60 7.90% 6.88% 02.08.2010 124.83 1049.33 5.89% -4.74% 01.09.2010 157.06 1141.20 25.82% 8.76% 01.10.2010 165.23 1183.26 5.20% 3.69% 01.11.2010 175.40 1180.55 6.16% -0.23% 01.12.2010 180.00 1257.64 2.62% 6.53% 03.01.2011 169.64 1286.12 -5.76% 2.26% 01.02.2011 173.29 1327.22 2.15% 3.20% 01.03.2011 180.13 1325.83 3.95% -0.10% 01.04.2011 195.81 1363.61 8.70% 2.85% 02.05.2011 196.69 1345.20 0.45% -1.35% 01.06.2011 204.49 1320.64 3.97% -1.83% 01.07.2011 222.52 1292.28 8.82% -2.15% 01.08.2011 215.23 1218.89 -3.28% -5.68% 01.09.2011 216.23 1131.42 0.46% -7.18% 03.10.2011 213.51 1253.30 -1.26% 10.77% 01.11.2011 192.29 1246.96 -9.94% -0.51% 01.12.2011 173.10 1257.60 -9.98% 0.85% 03.01.2012 194.44 1312.41 12.33% 4.36% 01.02.2012 179.69 1365.68 -7.59% 4.06% 01.03.2012 202.51 1408.47 12.70% 3.13% 02.04.2012 231.90 1397.91 14.51% -0.75% 01.05.2012 212.91 1310.33 -8.19% -6.27% 01.06.2012 228.35 1362.16 7.25% 3.96% 02.07.2012 233.30 1379.32 2.17% 1.26% 01.08.2012 248.27 1406.58 6.42% 1.98% 04.09.2012 254.32 1440.67 2.44% 2.42% 01.10.2012 232.89 1412.16 -8.43% -1.98% 01.11.2012 252.05 1416.18 8.23% 0.28% 03.12.2012 250.87 1426.19 -0.47% 0.71% 02.01.2013 265.50 1498.11 5.83% 5.04% 01.02.2013 264.27 1514.68 -0.46% 1.11% 01.03.2013 266.49 1569.19 0.84% 3.60% 01.04.2013 253.81 1597.57 -4.76% 1.81% 01.05.2013 269.20 1630.74 6.06% 2.08% 03.06.2013 277.69 1606.28 3.15% -1.50% 01.07.2013 301.22 1685.73 8.47% 4.95% 01.08.2013 280.98 1632.97 -6.72% -3.13% 03.09.2013 312.64 1681.55 11.27% 2.97% 01.10.2013 364.03 1756.54 16.44% 4.46% 01.11.2013 393.62 1805.81 8.13% 2.80% 02.12.2013 398.79 1848.36 1.31% 2.36% 02.01.2014 358.69 1782.59 -10.06% -3.56% 03.02.2014 362.10 1859.45 0.95% 4.31% 03.03.2014 336.37 1872.34 -7.11% 0.69% 01.04.2014 304.13 1883.95 -9.58% 0.62% 01.05.2014 312.55 1923.57 2.77% 2.10% 02.06.2014 324.78 1960.23 3.91% 1.91% 01.07.2014 312.99 1930.67 -3.63% -1.51% 01.08.2014 339.04 2003.37 8.32% 3.77% 02.09.2014 322.44 1972.29 -4.90% -1.55% 01.10.2014 305.46 2018.05 -5.27% 2.32% 03.11.2014 338.64 2067.56 10.86% 2.45% 01.12.2014 310.35 2058.90 -8.35% -0.42% Annualized St 27.78% 13.01% Correlation coefficient 0.5086 RISK ANALYSIS Systematic Risk = beta² x StD (market)² 0.0200 Unsystematic Risk 0.0572 Total Risk = StD (stock)² = Variance 0.0771 Systematic Risk (%) = R Square Unsystematic Risk (%) Total Risk (%) 0.2587 0.7413 1.0000 BETA SMOOTHING Beta derived from regression analysis Beta adjusted for mean-reversion 1.0856 1.0574 Data Source: Yahoo finance - use closing price, not adj. closing price (adjusted for dividends and splits) http://finance.yahoo.com/q/hp?s=^GSPC&a=11&b=1&c=2009&d=11&e=31&f=2014&g=m http://finance.yahoo.com/q/hp?s=AMZN&a=11&b=01&c=2009&d=11&e=31&f=2014&g=m Instructions 1.) Dowload 61 most recent monthly closing prices to valuation date 2.) Paste them in the table on the left (= 60 pairs of historical monthly returns) 3.) Sort the data ascending (i.e. from far back to most recent) 4.) Set up Excel for Data Analysis: Excel Options --> Add Ins --> Manage --> Go --> Analysis ToolPak --> Ok (Data Analysis should then appear on the Data Tab) 5.) Under Data Analysis choose Regression: Input Y Range: stock returns, Input X Range: market returns 6.) Choose Outpout Range: Mark Cell H46 and click Ok Blue indicates hard-coded numbers. Black indicates formulas. Green indicates link from raw regression output. (Only applies to this worksheet) Estimated Regression Equation for AMZN vs. S&P500 30.00% R(stock) 25.00% 20.00% y = 1.0856x + 0.0052 R² = 0.2587 15.00% 10.00% 5.00% -10.00% R(market) 0.00% 0.00% -5.00% -5.00% 5.00% 10.00% 15.00% -10.00% -15.00% SUMMARY OUTPUT Regression Statistics Multiple R R Square Adjusted R Square Standard Error Observations 0.508603295 0.258677312 0.245895886 0.06962755 60 ANOVA df SS 1 0.098116324 58 0.281183751 59 0.379300075 MS 0.098116 0.004848 F Significance F 20.23853354 3.33749E-05 Coefficients Standard Error 0.00520084 0.00937024 1.085632102 0.241319911 t Stat 0.555038 4.498726 P-value Lower 95% 0.581002994 -0.013555733 3.33749E-05 0.602577821 Regression Residual Total Intercept X Variable 1 REGRESSION STATISTICS Multiple R R Square Adjusted R Square Standard Error Observations ANOVA Regression (RSS) - explained Residual (SSE) - unexplained Total (SST) - explained + unexplained REGRESSION COEFFICIENTS TABLE Intercept X Variable 1 F-TEST DATA (F-Distribution) 0.508603295 0.258677312 0.245895886 0.06962755 60 df df numerator (k) df denominator (n-k-1) Significance level (α) Upper critical F-value H0: ALL slope coefficients = 0 Upper 95% Lower 95.0% Upper 95.0% 0.02395741 -0.013555733 0.02395741 1.56868638 0.602577821 1.56868638 T-TEST DATA (Student's T-Distribution) 1 Degrees of freedom (n-2) 58 0.05 Significance level (α) 4.007 Critical t-value (two-tailed) H0: SINGLE slope coefficient = 0 SS 1 0.098116324 58 0.281183751 59 0.379300075 MS 0.098116 0.004848 F Stat Significance F 20.23853354 3.33749E-05 Coefficients Standard Error 0.00520084 0.00937024 1.085632102 0.241319911 t Stat 0.555038 4.498726 P-value Lower 95% 0.581002994 -0.013555733 3.33749E-05 0.602577821 58 0.05 2.0017 Upper 95% Lower 95.0% Upper 95.0% 0.02395741 -0.013555733 0.02395741 1.56868638 0.602577821 1.56868638 --> Adjusted Beta = 0.33 + 0.67 x Raw Beta 102 Table 10 – Discounted Cash Flows Discounted Cash Flow Analysis - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Amazon.com Inc. - Operating Assumptions FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 19.5% 15.0% 16.9% 17.0% 17.0% 16.0% 15.0% 14.0% 13.0% 12.0% 11.0% GAAP Operating Income % Revenue Depreciation & Amortization % Revenue Amortization of Intangibles % Revenue Stock-Based Compensation % Revenue 0.2% 5.3% 0.1% 1.7% 0.4% 5.5% 0.2% 1.7% 1.0% 5.5% 0.2% 1.7% 1.1% 5.5% 0.1% 1.7% 1.3% 5.5% 0.1% 1.8% 1.3% 5.5% 0.1% 1.8% 1.5% 6.0% 0.1% 1.8% 1.5% 6.0% 0.1% 1.9% 1.5% 6.0% 0.1% 1.9% 1.5% 6.0% 0.1% 1.9% 1.5% 6.0% 0.1% 2.0% Increase in Working Capital % Revenue CapEx % Revenue: 1.1% 5.5% 1.0% 6.0% 2.0% 6.0% 2.0% 6.0% 2.5% 6.0% 2.5% 6.0% 2.7% 6.0% 2.7% 6.0% 3.0% 6.0% 3.0% 6.0% 3.0% 6.0% Revenue Growth % Amazon.com Inc. - DCF Assumptions & Output Yes No Use Multiples Method? Yes WACC: 10.60% Discount Rate: 10.50% FY2024 Terminal EBITDA Multiple: Terminal Growth Rate: Terminal Value: 11.0 x 3.5% $ 365,628 PV of Terminal Value: Sum of PV of Cash Flows: Enterprise Value: $ 134,715 $ 61,307 $ 196,022 Amazon.com Inc. - Cash Flow Projections FY2014 Revenue: EBITDA: GAAP Operating Income: FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 Less: Taxes 88,988 102,348 119,687 139,977 163,773 189,977 218,473 249,060 281,437 315,210 349,883 $6,422 $7,765 $9,746 $11,567 $14,084 $16,338 $20,318 $23,412 $26,455 $29,630 $33,239 $ 179 $ 415 $ 1,150 $ 1,514 $ 2,129 $ 2,470 $ 3,277 $ 3,736 $ 4,222 $ 4,728 $ 5,248 7.22% 7.59% 8.14% 8.26% 8.60% 8.60% 9.30% 9.40% 9.40% 9.40% 9.50% ($59) ($137) ($379) ($500) ($703) ($815) ($1,081) ($1,233) ($1,393) ($1,560) ($1,732) Plus: Depreciation & Amortization Plus: Amortization of Intangibles Plus: Stock-Based Compensation $ 4,746 $ 133 $1,497 Less: Increase in Working Capital: Less: Capital Expenditures $ 6,583 $ 185 $2,013 $ 7,699 $ 161 $2,355 $ 9,008 $ 188 $2,948 $ 10,449 $ 219 $3,420 $ 13,108 $ 251 $3,933 $ 14,944 $ 286 $4,732 $ 16,886 $ 324 $5,347 $ 18,913 $ 363 $5,989 $ 20,993 $ 402 $6,998 $980 ($6,141) $2,406 ($7,181) $2,773 ($8,399) $2,670 $2,540 $4,777 $4,112 $5,603 $4,365 $7,838 $5,526 $9,092 $5,802 $12,278 $7,090 $14,246 $7,445 $16,943 $8,012 $18,976 $8,121 $21,413 $8,293 1.000 0.500 2.000 1.500 3.000 2.500 4.000 3.500 5.000 4.500 6.000 5.500 7.000 6.500 8.000 7.500 9.000 8.500 10.000 9.500 78.9% 17.3% 39.9% 16.0% 35.0% 16.0% 18.9% 12.0% 12.8% Amazon.com Inc. - Net Present Value Sensitivity - Terminal Growth Rates Discount Rate ##### 7.5% 8.5% 9.5% 10.5% 11.5% 0.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 12.5% $ 375.00 13.5% $ 349.04 $ 375.00 $ 349.04 Unlevered Free Cash Flow Present Value of Free Cash Flow Normal Discount Period: Mid-Year Discount: Terminal Growth Rate Free Cash Flow Growth Rate: 1.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $4,094 $4,749 $5,899 $6,725 $8,443 $9,456 $10,496 ($9,826) ($11,399) ($13,108) ($14,944) ($16,886) ($18,913) ($20,993) 2.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $ 375.00 $ 349.04 3.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $ 375.00 $ 349.04 4.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $ 375.00 $ 349.04 5.5% $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $ 375.00 $ 349.04 9.0 x $ 479.92 $ 444.43 68.7% $ 196,022 $ 17,416 $ 8,265 $ $ $ 9,151 $ 205,173 Implied Price Per Share: $ 434.69 For calculation of data tables, either hit "F9" on keyboard to recalculate the worksheet or make sure to activate the automatic calculation of data tables in Excel options; Office Button --> Excel Options --> Formulas --> Calculation Options --> Workbook Calculation --> Set to "Automatic" (could slow down the entire workbook considerably!) Amazon.com Inc. - Net Present Value Sensitivity - Terminal EBITDA Multiples Discount Rate $ 434.69 7.5% 8.5% 9.5% 10.5% 11.5% 8.0 x $ 445.75 $ 413.28 $ 383.75 $ 356.85 $ 332.32 Terminal EBITDA Multiple $974 ($4,892) $ 5,629 $ 202 $1,722 Terminal Value % EV: Enterprise Value: Plus: Cash & Short-Term Investments Less: Short-Term & Long-Term Debt Less: Minority Interest Less: Preferred Stock Balance Sheet Adjustment: Implied Equity Value: $ 412.16 $ 382.80 $ 356.04 12.5% $ 309.94 13.5% $ 289.49 $ 331.63 $ 309.34 10.0 x $ 514.08 $ 475.58 $ 440.58 $ 408.74 $ 379.75 $ 353.31 $ 329.19 11.0 x $ 548.25 $ 506.72 $ 469.00 $ 434.69 $ 403.46 $ 375.00 $ 349.04 12.0 x $ 582.42 $ 537.87 $ 497.41 $ 460.64 $ 427.17 $ 396.69 $ 368.89 13.0 x $ 616.59 $ 569.01 $ 525.83 $ 486.58 $ 450.88 $ 418.37 $ 388.74 103 Table 11 – Valuation Summary Valuation Summary & Graph - Amazon.com Inc. ($ in Millions, Except Per Share Amounts in Dollars and Share Counts in Thousands) Amazon.com Inc. - Valuation Statistics Amazon.com Inc. - Range of Valuation Multiples / Premiums 25th Minimum Pecentile Multiple Multiple Methodology Name Median Multiple 75th Pecentile Multiple Amazon.com Inc. - Implied Per Share Value Range Applicable Maximum Amazon.com Inc. Minimum Multiple Figure Multiple 25th Pecentile Multiple 75th Pecentile Multiple Median Multiple Maximum Multiple Public Company Comparables: 2014 EV / Revenue: 2015E EV / Revenue: 2014 EV / EBITDA: 2015E EV / EBITDA: 2014 P / E: 2015E P / E: 0.5 x 0.5 x 8.5 x 7.8 x 14.7 x 11.7 x 0.6 x 0.6 x 8.8 x 8.0 x 16.6 x 15.3 x 1.9 x 1.7 x 9.2 x 8.5 x 17.9 x 17.4 x 3.4 x 2.9 x 10.2 x 9.6 x 18.7 x 18.4 x 3.8 x 3.6 x 11.9 x 11.6 x 19.1 x 18.7 x $88,988 $102,348 $6,555 $7,967 $2.13 $3.27 $ 121.48 137.80 137.87 151.40 31.37 38.37 $ 136.92 152.08 141.27 155.15 35.27 50.00 $ 385.94 382.52 147.29 163.53 38.02 56.81 $ 657.47 655.33 160.37 181.72 39.74 60.15 $ 740.43 796.71 184.98 214.91 40.56 61.34 Precedent Transactions: Trailing EV / Revenue: Forward EV / Revenue: Trailing EV / EBITDA: Forward EV / EBITDA: 0.4 x 0.4 x 10.2 x 7.6 x 1.0 x 0.9 x 10.5 x 8.6 x 1.6 x 1.5 x 24.2 x 9.6 x 1.7 x 1.5 x 37.4 x 18.4 x 1.7 x 1.6 x 46.2 x 27.2 x $88,988 $102,348 $6,555 $7,967 $ 88.82 101.15 161.73 148.48 $ 207.57 218.62 165.64 165.33 $ 326.31 336.08 355.99 182.19 $ 334.66 355.07 538.92 330.63 $ 343.02 374.06 660.74 479.07 $ 331.63 $ 379.75 $ 434.69 $ 497.41 $ 569.01 Discounted Cash Flow Analysis: 8.5-12.5% Discount Rate, 9-13x Terminal Multiple: Amazon.com Share Price on 12/31/2014: $310.35 DCF Analysis 8.5-12.5% Discount Rate, 9-13x Terminal Multiple: Precedent Transactions Forward EV / EBITDA: Trailing EV / EBITDA: Forward EV / Revenue: Min to 25th Trailing EV / Revenue: 25th to Median Median to 75th Public Company Comps 75th to Max 2015E P / E: 2014 P / E: 2015E EV / EBITDA: 2014 EV / EBITDA: 2015E EV / Revenue: 2014 EV / Revenue: $0 $200 $400 $600 $800 $1000 $1200 104 11.2. Financial Model Quick Steps Contents 1. Create Segment Estimates (blue highlighted values) 2. Add Income Statement Links 3. Create Income Statement Estimates (blue highlighted values) 4. Create Balance Sheet Estimates (blue highlighted values) 5. Create Cash Flow Statement Estimates (blue highlighted values) 6. Add Cash Flow Statement Links 7. Add Balance Sheet Links 1. Create Segment Estimates (blue highlighted values) Revenue: %-growth rate per sub-segment. Segment operating expenses/income: % of revenue per segment. 2. Add Income Statement Links North American net sales: flows in from Segment Estimates. International net sales: flows in from Segment Estimates. AWS net sales: flows in from Segment Estimates. Pro-forma operating income (loss): flows in from Segment Estimates. 3. Create Income Statement Estimates (blue highlighted values) Reconciliation of (aggregated) segment operating expenses: Cost of sales/Fulfillment/Marketing/Technology and content % of revenue (General and administrative is used as the balancing variable). Stock-based compensation: % of revenue. Other operating expense (income), net: forecasted annual values taken from most recent annual report and equally distributed over four quarters. Depreciation and amortization: % of revenue. Interest income: % of average cash and cash equivalents and marketable securities. Interest expense: % of average long-term debt balances. 105 Other income (expense), net: safest to set to zero, since they are one-time events (random, not planned 5y ahead) maybe use % of revenue formula and keep flat to not constantly underestimate earnings). Equity-method investment activity, net of tax: safest to set to zero, since they are onetime events (random, not planned 5y ahead) maybe use % of revenue formula and keep flat to not constantly underestimate earnings). Provision (benefit) for income taxes: usually % of pre-tax income simply set to 33% in this case, since % of pre-tax income doesn’t work for Amazon. Tax adjustments for non-GAAP/pro-forma items: Amazon specific line item similar to taxes we chose a 25% adjustment. Basic/diluted (weighted average) shares outstanding: assumed constant for simplicity. 4. Create Balance Sheet Estimates (blue highlighted values) Inventories: % of cost of sales. Accounts receivable, net and other: % of revenue. Goodwill: assumed constant unless there is impairment. Accounts payable: % of cost of sales. Accrued expenses and other: % of cost of sales. Unearned revenue: % of revenue. 5. Create Cash Flow Statement Estimates (blue highlighted values) Net cash provided by (used in) operating activities (CFO) Losses (gains) on sales of marketable securities: safest to set to zero and hold constant, since we don't have enough info. Other expense (income), net: safest to set to zero and hold constant, since we don't have enough info. Deferred income taxes: safest to set to zero and hold constant, since we don't have enough info. Net cash provided by (used in) investing activities (CFI) Purchases of PP&E: % of revenue. 106 Acquisitions, net of cash acquired, and other: safest to set to zero, since they are onetime events (random, not planned 5y ahead). Sales and maturities of marketable securities and other investments: safest to set to zero, since they are one-time events (random, not planned 5y ahead). Purchases of marketable securities and other investments: safest to set to zero, since they are one-time events (random, not planned 5y ahead). Net cash provided by (used in) financing activities (CFF) Excess tax benefits from stock-based compensation: safest to set to zero, since they are one-time events (random, not planned 5y ahead). Dividends issued: safest to set to zero, since they are one-time events (random, not planned 5y ahead) Amazon has never paid dividends; usually estimated in line with historic trend. Common stock proceeds: safest to set to zero, since they are one-time events (random, not planned 5y ahead). Common stock repurchased: safest to set to zero, since they are one-time events (random, not planned 5y ahead) not entirely true, since repurchases are typically planned ahead in a buyback schedule. Debt issuance (repayment): safest to set to zero, since they are one-time events (random, not planned 5y ahead) not entirely true, since debt has fixed maturity dates and companies often indicate if they simply retire or refinance their debt. Capital/finance lease repayment: safest to set to zero, since they are one-time events (random, not planned 5y ahead). Foreign-currency effect on cash and cash equivalents: safest to set to zero, since they are one-time events (random, not planned 5y ahead). 6. Add Cash Flow Statement Links Adjustments to reconcile net income (loss) to net cash from operating activities Net income (loss): flows from income statement. Depreciation and amortization: flows from income statement. Stock-based compensation: flows from income statement. 107 Other operating expense (income), net: flows from income statement. Excess tax benefits from stock-based compensation: linked to same line item under CFF with different sign (reclassification to properly calculate CFO and CFF; doesn't affect net cash). Changes in operating assets and liabilities Inventories: flows in from balance sheet. Accounts receivable, net and other: flows in from balance sheet. Accounts payable: flows in from balance sheet. Accrued expenses and other: flows in from balance sheet. Unearned revenue: flows in from balance sheet. 7. Add Balance Sheet Links Assets Cash and cash equivalents: flows in from bottom of the cash flow statement (ending cash balance). Marketable securities: flows in from CFI (sales and purchases of marketable securities) and CFO in this case (losses/gains on sales of marketable securities) often assumed to remain constant. Deferred tax assets: flows in from CFO (deferred income taxes), split between longterm and short-term deferred tax assets in this case often assumed to remain constant. Property and equipment, net: flows in from CFO (depreciation and amortization) and CFI (purchases of property and equipment). Other assets: flows in from CFO (other operating expense/income) and CFI (acquisitions) in this case often assumed to remain constant (safer approach, especially with long-term other assets that are not part of the operating process, whereas short-term other assets could also be linked to revenues). Liabilities Long-term debt: flows in from CFF (debt issuance/repayment). 108 Other long-term liabilities: flows in from CFF (capital lease repayments) in this case often assumed to remain constant (safer approach, especially with long-term other liabilities that are not part of the operating process). Treasury stock, at cost: flows in from CFF (common stock repurchased). Additional paid-in capital: flows from CFO (stock-based compensation) and CFF (common stock proceeds) if additional shares are issued. Accumulated other comprehensive loss: flows in from bottom of the cash flow statement (currency effects) and CFO (other expense/income) in this case should technically only include CFF items that are not reflected on the balance sheet, yet). Retained earnings: flows from the income statement (reported net income) and CFF (dividends issued) if dividends are paid. 109 11.3. Amazon’s Strategic Analysis Contents 1. Environmental Analysis (Notation: T = Threat; O = Opportunity) 2. Industry Analysis (Porter’s Five Forces) 3. Internal Analysis - Amazon’s Competitive Advantage(s) 4. Do Amazon’s Competitive Advantages match its Environment? 5. Is Amazon a Strategically Competitive Company? 6. Do Amazon’s Financials support this Strategic Analysis? The following analysis focuses mainly on Amazon’s core business, which is e-commerce, since a comprehensive analysis of all business segments (e.g. Amazon Web Services, Amazon Kindle, Amazon Fire Phone) would also involve analysis of the consumer electronics industry as well as the information storage and computing industry, among others, which all have different competitive drivers. Also, it would require a more differentiated internal analysis, which would go far beyond the scope of this paper. 1. Environmental Analysis (Notation: T = Threat; O = Opportunity) An environmental analysis explores dimensions in broader society that influence an industry and the firms within it: Demographics: e.g. population size, age structure, geographic distribution, ethnic mix, income distribution. Economics: e.g. interest rates, inflation rates, GDP growth, FX rates, overall state of the economy. Sociocultural: e.g. cultural values, lifestyle changes, workforce diversity, society’s attitudes, product preferences. Political/legal: e.g. antitrust laws, taxation laws, deregulation, lobbying, embargos. Global: e.g. critical global markets that are changing, important political events, relevant new global markets. Technological: e.g. product innovations, new ICT, R&D expenditures, government subsidies, new knowledge. (Hitt, Ireland, and Hoskisson, 2014) 110 Demographics Development of disposable income/consumer spending (also influenced by economic factors) Increase/decrease in potential customers [O and T]. Growth of 'online' households/population using internet Increase in internet users [O]. Economics Growth of the 'online-shopping'/e-commerce sector (influenced by political and social factors) Increase in market share compared to brick-and-mortar retailers [O]. Sociocultural Shifts in buyer behavior (e.g. rather buy online than in stores) Increase in potential customers [O]. Increase in social networking Rise of new marketing channels [O]. Political/legal Governments promote e-commerce through ICT (“Information and Communication Technology”) investments Increase in internet users [O]. National/international regulations in e-commerce and data protection law, especially in the European Union (i.e. EU Electronic Commerce Directive; e.g. Google was banned in China) Could negatively affect growth in potential future markets [T]. Global Growing demand in emerging markets (strong GDP growth in China/India vs. Europe/US) Development of potential future markets [O]. Global technological inequality limits business to countries with high internet penetration Could negatively affect the development of potential future markets [T]. Technological ICT development for more and faster internet access (e.g. mobile phones, TV, broadband, 4G) Increased frequency/new sources of internet usage [O]. Improvements in internet security (also influenced by legal factors) Increase in internet users [O]. 111 Key takeaways: The general environment shows an increasing and attractive market to be exploited. It is most positively influenced by sociocultural and technological factors. Amazon’s strategy should comply with legal regulations and global technological inequalities. The bankruptcy of Borders Group Inc. is a paramount example of how the external environment affects industries and firms. Borders relied on its large storefronts, which were conveniently located for customers to visit. However, technology rapidly changed customers’ shopping patterns. By relying on the internet, Amazon changed the competitive landscape and it is possible that Borders’ core competencies eventually became its core rigidities. 2. Industry Analysis (Porter’s Five Forces) The following analysis is focused on the structure of the e-commerce industry in general. More specifically, it looks at the five forces that characterize the industry and its profitability through the distribution of value-added among participants, suppliers and buyers. Also, there will also be a focus on how these forces affect Amazon in particular. The five forces that affect the ability of all firms to operate profitably within a given industry as well as factors influencing each of the five forces are as follows: Threat of new entrants: economies of scale, product/brand differentiation, capital requirements, switching cost, government policy, cost disadvantage independent of scale, access to distribution channels, expected retaliation. Bargaining power of suppliers: large and few/concentration, no substitutes, many small individual buyers, goods critical to buyer, high switching costs, threat to integrate forward. Bargaining power of buyers: large and few/concentration, significant portion of sales, low switching costs, threat to integrate backward. Threat of substitutes: few switching costs, lower substitute price, equal substitute quality and performance, low differentiation. Rivalry among firms: slow industry growth, numerous equally balanced/fragmented industry, high fixed costs, lack of differentiation, low switching costs, high strategic stakes, high exit barriers. (Hitt, Ireland, and Hoskisson, 2014) 112 Threat of new entrants LOW High capital investment needed to establish an efficient supply chain and logistics network, even though the initial investment to enter the industry is quite low (only shopping-website needed). Strong brand differentiation, since established online retailers’ brands like Amazon create trust and loyalty. Large global online retailers like Amazon buy in bulk and are therefore able to offer lower prices (i.e. economies of scale), which is a major competitive advantage, as there is much choice online. Experience in e-commerce yields advantages in terms of technology and customer loyalty (e.g. Amazon's first mover advantage in e-commerce and its high level of customer satisfaction). Bargaining power of suppliers VERY LOW In terms of business models, online retailers mostly need to source server capacity. Since only few companies offer the technology needed by large online retailers like Amazon, suppliers could have some bargaining power (high supplier concentration combined with high switching costs once a server infrastructure is established). However, depending on size (e.g. Amazon) this power could be mitigated. In terms of products, suppliers have virtually no bargaining leverage against large global online retailers like Amazon, since they often are the largest purchasers for them. However, this could be different for smaller players in the industry and also for some special brand-name products. A contributing factor here is the declining supplier concentration, since in general more suppliers are available due to global shipping. Bargaining power of buyers VERY LOW The bargaining power of buyers against large global online retailers like Amazon is virtually non-existent, since customers are mostly individuals (low buyer concentration). However, this is mitigated to some degree by low switching costs for customers due to a large variety of online shops and price comparison websites. 113 Threat of substitutes MEDIUM In terms of the e-commerce business model there are two major threats: Physical stores (major advantage: review and touch the product before buying it). Mail order (not as popular anymore). Rivalry among existing firms HIGH The industry is highly fragmented, since brick-and-mortar retailers, department stores as well as specialty stores operate their own shopping websites (besides direct competitors like Alibaba or Ebay). High fixed costs (distribution centers) and storage costs (wide product inventory for fast deliveries). Increased opportunities for smaller retailers targeting niche markets, as search engines like Google become more popular for online shopping (combined with low switching costs). Strong growth of the e-commerce industry mitigates competition to some degree. Competitor Environment in E-commerce: As mentioned before, Amazon has several business segments and hence competes against a variety of companies in different markets. When solely looking at the e-commerce business, Amazon most directly competes with other online retailers like Alibaba (China), Zalando (Europe) or Rakuten (Japan). However, Ebay (auctions) and Google (search engine), even though they have a different business model, are also strong competitors in the online environment. Zappos could also be considered a direct competitor, but was acquired by Amazon in 2009. Additionally, almost all brick-and-mortar retailers (especially Wal-Mart, Target, or Barns & Noble) and also department stores (Macy’s, for example) or specialty stores (Staples, for example) are operating sophisticated shopping websites. Taken together, this competitor analysis shows the high degree of fragmentation and hence the intense competition in the e-commerce industry. 114 3. Internal Analysis - Amazon’s Competitive Advantage(s) Following the discussion of Amazon’s external environment, the following section will cover an internal analysis of the company. More precisely internal analysis aims to discover a firm’s core competencies, which it uses to create superior value for customers. These core competencies, by definition, are sources of competitive advantages. While the analysis of resources includes threshold resources (e.g. capable IT-technology) and unique resources (e.g. Jeff Bezos as a strategic leader), the analysis of capabilities focuses merely on unique capabilities and hence potential core competencies. Since a firm’s intentions regarding value-creation also guide its choice of business-level strategy, Amazon’s business-level strategy will also be examined. In theory, firms create value by innovatively bundling and leveraging their resources to form capabilities and core competencies. Resources by themselves typically are not competitive advantages; in fact, resources create value when the firm uses them to form capabilities, some of which become core competencies, and hopefully competitive advantages. Because of the relationship among resources, capabilities, and core competencies, we also discuss the value chain and examine four criteria firms use to determine if their capabilities are core competencies and, as such, sources of competitive advantage. When using their core competencies to create superior value for customers (1. “do better”, i.e. create more value than competitors ) that competitors cannot duplicate (2. “do what others can’t”), firms have established a competitive advantage. The stronger the core competencies, the higher the value created. In theory, firms create value by innovatively bundling and leveraging their resources to form capabilities and core competencies. Resources by themselves typically are not competitive advantages; in fact, resources create value when the firm uses them to form capabilities, some of which become core competencies, and hopefully competitive advantages. Because of the relationship among resources, capabilities, and core competencies, we also discuss the value chain and examine four criteria firms use to determine if their capabilities are core competencies and, as such, sources of competitive advantage. (Hitt, Ireland, and Hoskisson, 2014) 115 A business-level strategy is an integrated set of commitments and actions the firm uses to gain a competitive advantage by exploiting core competencies in specific product markets. What the firm intends regarding value creation affects its choice of business-level strategy. Value is created by a product’s low cost, by its differentiated features, or by a combination of low cost and high differentiation. A business-level strategy is effective only when it is grounded in exploiting the firm’s capabilities and core competencies to gain a competitive advantage in specific product markets. • Cost-leadership strategy: An integrated set of actions taken to produce goods or services with features that are acceptable/competitive to customers at the lowest cost, relative to that of competitors. • Differentiation strategy: An integrated set of actions taken to produce goods or services at an acceptable/competitive cost that customers perceive as being different in ways that are important/valuable to them. (Hitt, Ireland, and Hoskisson, 2014) The value chain allows a firm to understand the parts of its operations that create value and those that do not. The firm earns above-average returns only when the value it creates is greater than the costs incurred to create that value (thereby resulting in a profit margin).Ultimately, creating superior value for customers is the source of above-average returns. The value chain separates a business into a series of value-generating activities to better understand the activities through which a firm develops a competitive advantage and creates shareholder value. The goal of these activities is to offer customers a level of value that exceeds the cost of the activities, so that the amount that the customer is willing to pay for a product exceeds the cost of the activities in the value chain. Hence, the value chain is a useful analysis tool for defining a firm’s core competencies and the activities in which it can pursue a competitive advantage through either low cost (“squeezing them out of the value-adding activities”) or differentiation (“focus on activities associated with core competencies to perform better than competitors”). Evaluating a firm’s capability to execute its value chain activities and support functions is challenging. Just as identifying and assessing the value of a firm’s resources and capabilities requires judgment it is equally necessary when using value chain analysis because no obviously correct model or rule is universally available to help in the process. (Hitt, Ireland, and Hoskisson, 2014) 116 Amazon’s Resources Capable IT-technology and internet as sole distribution channel. State-of-the-art warehouses and distribution centers for fast deliveries. Unique patent-protected software/shopping platform (e.g. '1-click'-shopping feature). Range of product categories, large inventories and different geographic markets. Long-established and powerful brand/image (#1 global online shopping/service). Jeff Bezos as an outstanding strategic leader. Amazon’s Capabilities (Notation: BOLD = Competitive Advantages) Efficient supply-chain and logistics management. Excellent CRM (e.g. website personalization, customer service/-satisfaction, corporate culture/vision). Customer innovation and technological development (new features and tools to improve shopping experience, e.g. 'Look Inside the Book' or Amazon Web Services (AWS)). Effective inventory control through customer-data collection to anticipate their needs. E-commerce experience (first-mover advantage: customer loyalty, market leader, economies of scale/scope). Value Chain Analysis and VRIN Criteria: Using value chain analysis to discover sustainable competitive advantages, it becomes obvious that Amazon has several core competencies, which serve as sources of competitive advantage and create superior value for customers on both the direct and the indirect level. Amazon’s excellent CRM and e-commerce experience (both are highlighted above) clearly create unique value for customers and also meet the VRIN criteria for sustainable competitive advantages in that both core competencies are highly valuable, rare, inimitable and non-substitutable. The other core competencies, however, may not last forever if not constantly improved and hence may only yield a temporary competitive advantage. For example, Amazon’s efficient SCM and its control of inventories through customer-data collection are not unique (e.g. Wal-Mart also possess this capabilities) and can also be more easily imitated than Amazon’s e-commerce experience. 117 Amazon’s capabilities mapped on the Value Chain Model: Effective control of inventories through customer-data collection Customer innovation & technological development E-commerce experience State-of-the-art CRM Efficient supply-chain and logistics management Amazon’s Business-Level Strategy: In theory, firms using the integrated cost leadership/differentiation strategy strive to provide customers with low-cost products and valued differentiated features. The following analysis shows that Amazon pursues this kind of strategy: Differentiation: As Amazon is in the e-commerce business, differentiation can only be achieved through offered services to customers as there is no differentiation among products. Amazon clearly provides differentiated features with its excellent customer service, its patentprotected shopping software and its fast deliveries. Also, it continues to innovate and enhance customer experience through innovation and technology development. In the end, shopping at Amazon is not only about the product, it is about the shopping experience. Cost leadership: At the same time, Amazon provides customers with low-cost products due to economies of scale and scope. Also, using the Internet as a distribution channel allows Amazon to sell at prices that are lower than those of brick-and-mortar competitors. Additionally, Amazon’s scalable business model allows it to grow sales whereas costs are 118 largely fixed. In fact, it appears that Amazon is the low-cost leader in the industry, which is valuable when dealing with rivals because they then hesitate to compete on the basis of price. This low-cost position is also supported by Amazon’s efficient supply-chain management and its effective control of inventories. 4. Do Amazon’s Competitive Advantages match its Environment? To answer this question, a traditional SWOT analysis will be used as a tool to summarize the above internal and external analysis (in less detail) and also to introduce some new points, which were not mentioned before (e.g. Amazon’s scalable business model is clearly a strength, but difficult to address within the resources/capabilities framework; also weaknesses were not covered in the above analysis). Matching what a firm can do (a function of its resources, capabilities, and core competencies in the internal organization) with what it might do (a function of opportunities and threats in the external environment) is a process that yields insights the firm requires to select its strategies. In other words, a firm’s core competencies, integrated with an understanding of the conditions in the external environment, should drive the selection of strategies. (Hitt, Ireland, and Hoskisson, 2014) Key takeaways: The SWOT analysis clearly shows Amazon’s strong market position within e-commerce, which is achieved through brand, size, technology, customer loyalty, partnerships, and lowest prices. Therewith, Amazon is perfectly positioned to exploit the opportunities and reduce the threats in its external environment. For example, Amazon’s scalable business model and experience allow it to enter new markets quickly to increase revenues and market share. Also, its strong brand, patented technology and economies of scale and scope allow Amazon to strengthen entry barriers and deal with intense competition within the industry. Of course, some threats (e.g. laws or regulations) and weaknesses (e.g. the lack of physical presence) remain. However, these are either hard to address (in case of physical stores) or almost impossible to control at all (in case of laws and regulation). 119 Regarding the lack of physical presence, in 2015 it was rumored that Amazon might buy the struggling electronics retailer RadioShack. While this major strategic move would contain lots of risks, it would wipe out some of Amazon’s major weaknesses. For example, Amazon could finally showcase its products and services to customers in “physical” stores and employees could educate potential customers similar to what happens at Apple stores. With local stores Amazon could also improve its distribution services by offering pick-ups and storage opportunities. SWOT Model applied to Amazon: Strengths Powerful brand and strong e-commerce experience Customer innovation and technological development Economies of scale and scope and low-price strategy (Amazon is the world’s largest online retailer) Efficient supply-chain and excellent CRM Partnerships and licensing (e.g. Amazon Payments/Webstore, Fulfillment by Amazon) Scalable business model (revenue growth in new markets without much costs, as software exists already) Diversification (product categories and geographical markets) Skilled workforce (besides tax reasons Jeff Bezos founded Amazon in Seattle, WA, because of the large pool of software engineers there [Microsoft and technical universities]) Opportunities Growing e-commerce sector and consumer spending opportunity to increase market share Global increase in internet-users/frequency of usage potential future markets and customers Become a technology provider license software to companies looking for e-retailing proficiency Further strengthen barriers to entry (brand/image, patented technology, experience, partnerships) Further exploit cost advantage through economies of scope and scale Expansion through acquisitions (e.g. Twitch acquisition) Weaknesses No physical presence/stores (high degree of market dependence) Low price strategy (threat of cheaper deals of competitors) Delivery time vs. obtain directly in stores (also the “free delivery” strategy is very expensive due to rising logistics costs) Threats Laws and regulations with negative impact dependency on internet leads to risk Strong competition (e.g. eBay or Alibaba); also “physical” stores go online (e.g. Barnes & Noble) Threat of substitution from “physical” retailing industry (review, touch and feel products) Changing product demand combined with strong seasonality risk of obsolete inventory 120 5. Is Amazon a Strategically Competitive Company? Strategic competitiveness and above-average returns result only when core competencies (identified by studying the internal organization) are matched with opportunities (determined by studying the firm’s external environment). (Hitt, Ireland, and Hoskisson, 2014) To be a strategically competitive company, Amazon must have successfully implemented a value-creating strategy (i.e. exploit core competencies and gain competitive advantage) to create superior value for its customers and hence earn above-average returns. According to this definition, the above discussion of core competencies, value creation, and competitive advantage clearly shows that Amazon is a strategically competitive company. Hence, the following section will focus on the indicators that suggest that Amazon will be able to stay strategically competitive in the future: First, Amazon has developed a unique position in the e-commerce industry. More specifically, Amazon is almost a synonym for e-retailing and with its size and market dominance Amazon clearly is the industry leader. As mentioned before, even though it is difficult to find reliable market share data, Amazon is the world’s largest online retailer with sales totaling $74.5bn in 2013 compared to $8.6bn of Alibaba and estimated online-sales of $9bn for Wal-Mart, for example (margins will be discussed in the next section). Also, recent predictions show that ecommerce sales will grow more than any other segment of the retail industry in the years to come. While this will probably attract even more competitors, it also suggests a bright future for Amazon, since market growth means less intense rivalry (at least in theory) and Amazon could further exploit its dominance. Regarding growth rates (see charts below), for the United States eMarketer predicts a CAGR of 12.8% until 2018, while Forester Research projects a CAGR of 10.1% for Europe until 2017. Developing markets will also play a major role in ecommerce going forward. For example, the Chinese e-commerce market (the largest national e-commerce market) grew by 65% in 2013 compared to 23% in North America and 17% in Europe. 121 Second, Amazon was a first-mover in e-commerce and shaped the industry from its beginnings. Jeff Bezos (Founder and CEO) claims that one of the major reasons for his firm’s leadership position is innovation and experimentation. Over the years, Amazon was able to maintain this position and today Amazon still remains the industry standard and shapes the industry. This is clearly evidenced by Amazon’s high investments in future growth. In 3Q 2014, Amazon reported earnings with a net loss of $437mn or 95 cents per share (vs. -$41mn or -9 cents in 3Q 2013), which was mainly due to high investments not only in technology and retail activities but also in categories as diverse as book publishing, same-day grocery delivery (“Amazon Fresh”) and video game live-streaming ($970mn acquisition of Twitch). All these investments will support Amazon’s growth for years to come. Third, Amazon enjoys a very high customer loyalty through its excellent customer relationship management and also the shopping experience it offers to customers. More specifically, Amazon’s corporate culture is all about creating superior customer value (and hence aboveaverage returns) with the following mission statement: “Amazon.com strives to be Earth's most customer-centric company where people can find and discover virtually anything they want to buy online. By giving customers more of what they want - low prices, vast selection, and convenience - Amazon.com continues to grow and evolve as a world-class e-commerce platform.” Another indicator of Amazon’s customer centric vision is Jeff Bezos’ 1997 letter to shareholders, which is attached to every annual report since then. This letter contains two key topics: It is all about the long term and it is all about increasing customer value. These two statements serve as a paramount example of strategic thinking. Also, in a recent interview with Forbes magazine, Bezos said that he isn’t focused on the optics of the next quarter. Instead he is planting seeds today to wait for them to grow into trees and he is focused on what is good for customers. 122 E-Commerce Market Projections: Sources: http://www.internetretailer.com/trends/sales/us-e-commerce-sales-2013-2017/ and http://www.internetretailer.com/trends/sales/european-e-commerce-forecast-2013-2017/ Sources: http://www.internetretailer.com/trends/sales/china-leads-way-e-commerce-growth/ and http://www.internetretailer.com/trends/sales/how-china-and-us-compare-e-commerce-2010-2013/ 123 6. Do Amazon’s Financials support this Strategic Analysis? Ultimately stock market investors are interested in only two figures: revenues and margins. More precisely, they are not interested in the status quo, but want to see revenue (“top line”) growth and margin stability going forward, which when both goals are achieved leads to earnings (“bottom line”) growth and eventually to rising stock prices. Since Amazon is a publicly traded company this notion forms the basis for the following financial analysis. The analysis over the four-year period from 2010 to 2013 shows a tremendous top-line growth with a revenue CAGR of 29.6%, whereas net income deteriorated during the same period. When looking at financial ratios, the results regarding efficiency measures (ROA, ROE, and ROIC) and also profitability measures (gross, operating and net margin) are quite similar. While both, efficiency and profitability measures (except gross margin) were on average decreasing since 2010, they saw their lows in 2012 with a slight improve in 2013. The reason for that lies in the constant increase in revenues, assets, long-term liabilities and equity, while operating and net income actually decreased. Interestingly, at the same time gross profit and gross margin increased, which clearly implies Amazon’s economies of scale in COGS. The decreasing operating and net income figures can be attributed to an over-proportional increase in operating expenses (compared to revenue growth) as well as an increase in non-operating expenses (mainly interest expense, equity investments and other). However, these cost increases are no major cause for concern, since they show Amazon’s continued effort to expand its business through high investment activity, which is also evidenced by increasing CAPEX. After all, Amazon still generates positive free cash flow to provide for debt service/repayment and dividend payments (even though Amazon never paid a dividend so far). Another mitigating factor for Amazon’s very weak earnings is its constant increase in operating cash flow as well as its constantly increasing cash conversion rate (operating cash flow/operating income), even though its cash flow-to-sales ratio slightly declined since 2010. Furthermore, one has to consider that Amazon is a technology firm and as such can be categorized as a growth stock (vs. a value stock), which usually trade at higher P/E ratios due to their low earnings. Altogether, the above analysis shows that Amazon is a financially solid company, which has successfully formulated and implemented a value-creating strategy in the past and the indicators discussed in the preceding section show that it will also be able to do so in the future. Hence, 124 despite its weak profitability, Amazon has strong potential and from the standpoint of an investment analyst I would recommend to buy the stock (not considering the current economic/stock market environment). Amazon’s Financial Analysis 30% 1,600 1,400 25% 1,200 20% 1,000 800 15% 600 10% 400 5% 200 0% 0 -200 2010 Operating Income 2011 Net Income 2012 Operating Margin (%) 2013 Net Margin (%) -5% Gross Margin (%) 6,000 12% 5,000 10% 4,000 8% 3,000 6% 2,000 4% 1,000 2% 0 0% 2010 OCF 2011 CAPEX FCFF (OCF - CAPEX) 2012 CAPEX/Sales (%) 2013 OCF/Sales (%) 125 20% 16% 12% 8% 4% 0% 2010 2011 2012 2013 -4% ROE (%) ROA (%) ROIC (%) Notations and formulas used in the above diagrams: ROIC (return on invested capital) = NOPAT/Invested Capital NOPAT (net operating profit after tax) = EBIT x (1-tax rate) Invested Capital = Book Value of Long-term Debt + Book Value of Equity ROA (return on assets) = Net Income/Total Assets ROE (return on equity) = Net Income/Total Equity FCFF (free cash flow to firm) = OCF (operating cash flow) – CAPEX (capital expenditures) (only approximated due to missing information about cash interest) Gross Margin = Gross Profit/Total Revenues Operating Margin = EBIT/Total Revenues Net Margin = Net Income/Total Revenues 126 Income Statement Revenues % change COGS % change Gross profit % change OPEX (excl. COGS) % change Operating Income % change Pretax Income Income Taxes % tax rate Net Income % change 2010 34,204 26,561 7,643 6,237 1,406 1,497 352 23.5% 1,152 - 2011 48,077 40.6% 37,288 40.4% 10,789 41.2% 9,927 59.2% 862 -38.7% 934 291 31.2% 631 -45.2% 2012 61,093 27.1% 45,971 23.3% 15,122 40.2% 14,446 45.5% 676 -21.6% 544 428 78.7% (39) n/a 2013 74,452 21.9% 54,181 17.9% 20,271 34.0% 19,526 35.2% 745 10.2% 506 161 31.8% 274 n/a Balance Sheet Total Current Assets Total Assets Total Current Liabilites Total Liabilities Total Equity 2010 13,747 18,797 10,372 11,933 6,864 2011 17,490 25,278 14,896 17,521 7,757 2012 21,296 32,555 19,002 24,363 8,192 2013 24,625 40,159 22,980 30,413 9,746 Cash Flow Statement OCF CAPEX CAPEX incl. acquisitions 2010 3,495 979 1,331 2011 3,903 1,811 2,516 2012 4,180 3,785 4,530 2013 5,475 3,444 3,756 Financial Ratios ROE (%) ROA (%) Gross Margin (%) Operating Margin (%) Net Margin (%) ROIC (%) CAPEX/Sales (%) OCF/Sales (%) FCFF (OCF - CAPEX) Cash Conversion Rate 2010 16.8% 6.1% 22.3% 4.1% 3.4% 12.8% 3.9% 10.2% 2,516 249% 2011 8.1% 2.5% 22.4% 1.8% 1.3% 5.7% 5.2% 8.1% 2,092 453% 2012 -0.5% -0.1% 24.8% 1.1% -0.1% 1.3% 7.4% 6.8% 395 618% 2013 2.8% 0.7% 27.2% 1.0% 0.4% 3.9% 5.0% 7.4% 2,031 735% ROIC Calculation Cash and Equivalents Marketable Securities Ling-term debt Short-term debt 2010 3,777 4,985 1,561 - 2011 5,269 4,307 2,625 - 2012 8,084 3,364 3,084 - 2013 8,658 3,789 3,191 - IC = BV LTD + BV EQ 8,425 10,382 11,276 12,937 NOPAT = EBIT * (1 - tax %) 1,075 593 144 508 127