Prologue:
So, ever since the big deal took place, there are so many
posts, tweets and facebook “FB” updates all over the place about the BIG number
“the 19 Billion”
When me and my classmate & friend Hitesh Saini first
learned about the deal, we knew one thing – as an MBA, we cannot just be
“feeling amused” with a weird smiley posted on our FB walls. After finishing
our core terms here at IE business School, and after having taken many Finance
related classes from Financial Accounting with Garen Markarian to Investment
Analysis with Luis Sanz, and from Cost Accounting with Luis Revuelta to Applied
Corporate Finance with Conchita Martin, this deal of 19 Billion USD should be
something, which we can make sense of.
Scratching the surface:
Scratching the surface:
During last week, while we were preparing for our Applied
Corporate Finance exam, we figured out at least two things. One: this is what
can be labelled as ‘Acquisition of
Assets’ kind-of deal, where the target firm is acquired only by taking over the
assets of this firm and the name of company is still maintained as a face-off
to the customers.
And two: the valuation that team FB [comprising Mark Zuckerberg, FB management, advisors of FB] did for Whatsapp has to be based on the method of ‘Real Options’ – a method to handle any valuation of a project or a firm as the firm will yield returns similar to that of an Option – the financial instrument that we know of. Basically, this valuation assumes that there will be a certain minimum price to be invested, a premium, which is the risk a company takes, to have a possibility of an unlimited upside gain potential.
[I know some of the words in this post may sound too “finance”-like to my regular readers, but I would urge them to get help from google, investopedia, wikipedia and if nothing works, reply to this post with a comment to get clarification on any term they don’t know or can’t understand.]
But this was still too vague for explaining the whole thing, yet there was not much time in last week, as we were busy with all the exams and final presentations and write-ups for term four.
Finally, after relaxing for two days over the weekend, and doing nothing much during the day today, as I lay down in my bed, the chain of thoughts triggered again. The blogger in me now decided to take this thought process in all directions and details possible, to make good sense of the latest FB deal. And finally, when I could not manage to work on numbers all in my mind alone, I just got up and started writing the post to preserve the thought process and check if the numbers match my theory :-)
And after this sort of a long introduction and landing, here it goes – my take on how the 19 Billion USD deal can be broken down in different elements to make a sense of each of this element.
To start with let me divide the post into two parts: Qualitative reasoning for the deal, and Quantitative reasoning for the deal.
Facebook-Whatsapp deal : Qualitative Reasoning:
And two: the valuation that team FB [comprising Mark Zuckerberg, FB management, advisors of FB] did for Whatsapp has to be based on the method of ‘Real Options’ – a method to handle any valuation of a project or a firm as the firm will yield returns similar to that of an Option – the financial instrument that we know of. Basically, this valuation assumes that there will be a certain minimum price to be invested, a premium, which is the risk a company takes, to have a possibility of an unlimited upside gain potential.
[I know some of the words in this post may sound too “finance”-like to my regular readers, but I would urge them to get help from google, investopedia, wikipedia and if nothing works, reply to this post with a comment to get clarification on any term they don’t know or can’t understand.]
But this was still too vague for explaining the whole thing, yet there was not much time in last week, as we were busy with all the exams and final presentations and write-ups for term four.
Finally, after relaxing for two days over the weekend, and doing nothing much during the day today, as I lay down in my bed, the chain of thoughts triggered again. The blogger in me now decided to take this thought process in all directions and details possible, to make good sense of the latest FB deal. And finally, when I could not manage to work on numbers all in my mind alone, I just got up and started writing the post to preserve the thought process and check if the numbers match my theory :-)
And after this sort of a long introduction and landing, here it goes – my take on how the 19 Billion USD deal can be broken down in different elements to make a sense of each of this element.
To start with let me divide the post into two parts: Qualitative reasoning for the deal, and Quantitative reasoning for the deal.
Facebook-Whatsapp deal : Qualitative Reasoning:
Did you all receive this latest notification when you opened
FB on your mobile: “Update FB to make it faster” and did you all notice that if
you select to run this update, among the various permissions that the update
confirms, one is to let FB messenger have a direct access to the SMS in your
phone?
Well, I had noticed this and had decided to postpone the FB update until I figure out implications of such an access. A part of why I could write this post is that I had been thinking of this FB update for a while now, and so a lot of things were already laid out for me.
So, the point I am trying to make is: FB realizes or rather realized that FB messenger can be all sorts of things, but it may never replace the mobile SMS mechanism. So, while it tried to provide the messenger as an independent app, and while it tried to add features to the messenger, and synchronize its messenger with the mobile SMS systems [to which have seen many FB posts of people complaining about this SMS access thingy], the FB management also realized that the best thing out there, which has really succeeded in replacing the SMS systems in mobile phones, is Whatsapp.
So, should FB invest a huge capital, trying to come up with an alternative free messaging system, and gather all those members to create a network effect, and take away the market share of Whatsapp in next two to three years, OR should it just buy Whatsapp and add it to the FB portfolio of companies and apps?
The decision made by FB to answer this dilemma, “If you can’t beat it soon enough, buy it”.
What does Whatsapp gain from this, getting bought? Well, for starters, Whatsapp future development now has access to the bigger chunk of capital that FB possesses, so no further round of funding is needed; and when the rivals like Viber are finally catching the vibe and getting back in the game with high velocity, having support of big brother FB will always benefit Whatsapp management. Ultimately, it has to ensure that it maintains it market share advantage.
And now, instead of talking too much in qualitative terms let me throw in some numbers.
Facebook-Whatsapp deal : Quantitative Reasoning:
Well, I had noticed this and had decided to postpone the FB update until I figure out implications of such an access. A part of why I could write this post is that I had been thinking of this FB update for a while now, and so a lot of things were already laid out for me.
So, the point I am trying to make is: FB realizes or rather realized that FB messenger can be all sorts of things, but it may never replace the mobile SMS mechanism. So, while it tried to provide the messenger as an independent app, and while it tried to add features to the messenger, and synchronize its messenger with the mobile SMS systems [to which have seen many FB posts of people complaining about this SMS access thingy], the FB management also realized that the best thing out there, which has really succeeded in replacing the SMS systems in mobile phones, is Whatsapp.
So, should FB invest a huge capital, trying to come up with an alternative free messaging system, and gather all those members to create a network effect, and take away the market share of Whatsapp in next two to three years, OR should it just buy Whatsapp and add it to the FB portfolio of companies and apps?
The decision made by FB to answer this dilemma, “If you can’t beat it soon enough, buy it”.
What does Whatsapp gain from this, getting bought? Well, for starters, Whatsapp future development now has access to the bigger chunk of capital that FB possesses, so no further round of funding is needed; and when the rivals like Viber are finally catching the vibe and getting back in the game with high velocity, having support of big brother FB will always benefit Whatsapp management. Ultimately, it has to ensure that it maintains it market share advantage.
And now, instead of talking too much in qualitative terms let me throw in some numbers.
Facebook-Whatsapp deal : Quantitative Reasoning:
Let’s start with first breaking down the USD19 Billion into
what the deal is really comprised of [based on details in FT.com article “Facebook
buys WhatsApp in $19bn deal”:
1. USD12Billion worth of facebook Shares;
1. USD12Billion worth of facebook Shares;
2. USD4 Billion in Cash upfront;
3. USD3 Billion in form of restricted facebook
shares vesting over four years
[in other words, stock option].
So, FB paid USD 4 Billion, yes, but the rest of the deal is in form of FB stock and stock options. What does that mean?
So, FB paid USD 4 Billion, yes, but the rest of the deal is in form of FB stock and stock options. What does that mean?
It means two things:
1. FB has managed to provide a prompt buy-out
benefit to Whatsapp bosses, and at the same time, provided incentive for them
and for the employees of whatsapp to keep working hard and keep innovating and
keep acquiring market share, to make sense of their stock option in four years
time, and to maintain worth of their USD12 Billion payout intact. This is an
excellent breakup to ensure that whatsapp remains a market leader in its space
even after being acquired by FB. It has found a good way to answer the principal-agent
problem that arises post many acquisitions.
2. To extend the thought, if you really think of
it, the deal is USD4 Billion in Cash, 183,865,778 shares of FB in stock, and
45,966,444 restricted shares of FB additionally. And if you look at the FB share
price between 19th Feb when the deal was announced and last night,
it has changed from 68.06 to 67.41 as of tonight, we can already see that what
team Whatsapp has, is a reduction in price they got by approximately USD150
million. I am not saying that the price they got will reduce in future, and
depending on when we look at it they may seem to have earned a premium as well.
The point I am trying to make is that the major chunk [78.95%] of price that
Whatsapp has received makes sense only as long as FB is doing good. The day, FB
stock crashes, Whatsapp acquisition may effectively be reduced to just the USD4
Billion of cash they receive. So, FB has managed to transfer the risk
associated with this acquisition effectively to the owners and employees of
Whatsapp very well.
Facebook-Whatsapp
deal : That USD42 per user:
So far, from the write-up above, I believe you have all
figured out that with 450 million current users of Whatsapp as of 19th
Feb, which must have already grown to 460 million by today [increase at rate of
1 million new users per day] the USD42 per user that Whatsapp got, is actually,
USD8.85 per user in cash up-front, USD26.53 per user in stock and USD6.62 in
stock option to be realized after 4 years.
So, it’s time now to construct that cash-flow and take a
look at the financial and operational synergies that add up to numbers in the
cash flow. I am going to consider the forecast horizon of six years to allow two
years further time after stock option is realized in four years.
Considering the rate at which Whatsapp membership is
growing, and considering that it now has the FB network effect to build on, it
is safe to say that it will reach a billion active users in three years and
this number will grow to two billion in around six years.
To talk about various aspects and possibilities for the top
line:
- Whatsapp is currently charging one dollar per user. If this membership structure is maintained all along, Whatsapp will generate around USD 450 million at end of this year. To keep things simple, I would like to talk about forecast in terms of revenue or expense per user, moving ahead. So, we have one dollar of subscription revenue per user per year for Whatsapp.
- I am actually surprised that Whatsapp is currently not doing this [at least, I have not read that it is using this one], but eventually, it will resort to ‘Network Streaming’. Imagine the vast number of teenagers, students, housewives and employed people, who buy the network/data plans every month, only so that they can use Whatsapp. In a place like India, where a package of 1 GB per month from any telecom operator costs around USD2, it means every member of Whatsapp is paying a minimum of USD24 per year to the network providers only for using likes of whatsapp and facebook, and now these two major reasons for their data usage are one. So, if Whatsapp management can provide the telecom providers with statistics of network bandwidth that Whatsapp alone consumed per month for each user, and then demand say 1% of revenue that the telecom providers make from data plans, this can add up another minimum 25 cents to the yearly revenue [This revenue streaming was one of my revenue generation suggestions for our Entrepreneurship class project as well and I seriously believe that it is going to get big in days to come]
- So far Whatsapp has not introduced any advertisements. And the biggest strength of FB lies in its success to do non-obtrusive advertisements i.e. advertisements, which don’t disturb or annoy its users and that do not interfere in their usage of FB. If this expert team of FB works and figures out a way to work the same magic for Whatsapp, there can be additional revenue from advertisement for each user. Let’s give this development a two years time to launch and consider that it will provide Whatsapp with a minimum of USD1 per year per each user.
- So, what we have is minimum revenue of USD1 in first year, USD1.25 in second year, and USD2.25 from year three onwards per user of Whatsapp, for Whatsapp.
- So far, we were only looking at revenue generation for Whatsapp. Now let us look at Facebook. For that I am going to throw in a situation. Suppose that being an MBA student, I have some group work in school on a Sunday afternoon. What will be my FB status? “In School on a Sunday” with a checkout at Maria de Molina 31 and a feelings smiley stating “feeling tired”. What will be the FB message that I may have? A message to my Cousin “Talk to you later. Got some work in School today".
- Now, we all know that FB makes money from advertisements. So, if I open my FB during my group meeting, what will be the side-ads that I will see? An Ad of the nearby burger place, based on my location checkout, an ad of a good spa place based on my emoticon, an ad about student discount based on my message with keyword school. Three possibilities to get me clicking, generate a CPC item out of me, and earn some money out of it.
- Now imagine this. What will be the message or rather messages that I will be either putting or receiving on my Whatsapp for the same event? And these are a few samples with no authorship assigned that I would get in my Whatsapp group or individual conversation. “Running late, will be there in 5 minutes”, “Having hangover, cannot make it in time”, “Coming via Starbucks, anyone wants anything”, “Printer not working, we will need to go out”, “Cooking food today. Want to join?”, “We are in Gran Via. What was the Chinese Restaurant you were talking about?”
- Firstly, it is not just one chat per day like FB status update and it is definitely more number of chats than number of posts that any super user of FB puts. It is also not the kind of message that FB messenger is used for. And it is instantaneous messaging. So, if this data is “also” available to FB algorithm, I can additionally have the side-ads and news-feed ads that inform me about Starbucks, that inform me about may be a scooter renting agency [to avoid delay], that inform me about some supermarket for getting groceries and fresh vegetables, that inform me about restaurants in Gran Via, that inform me about nearest PC shops; and all of these double the amount of ads that FB can throw at me, and double my chances of clicking on these ads, thus doubling probability and click-through-rate and FBs current revenue :-)
- So, at least for the users that have both FB and Whatsapp, FB has a potential to double its revenue, just by having this additional access to Whatsapp data. FB generated USD7 per user in the year 2013, and even if we consider that it generates a minimum of 30% revenue from the whatsapp users, thats USD2 per whatsapp user of additional revenue for FB and at no extra cost for collecting this data.
So, we can take a look at what these most feasible and
easily implementable possibilities can do for FB, at a minimum level. At an
assumed discount rate of 4% [this discount rate is purely an assumption], we
can have the cash flows for Whatsapp revenues and FB increase in revenues for
next six years and evaluate if this deal looks good.
And yes, talking about the real options method of valuation,
FB will generate additional revenue through advertisements in Whatsapp and
through Network streaming sales, only if it invests into the required R&D
and develops these revenue streams. If not, the value generated from these
options is zero and at the same time, the valuation of revenues from Whatsapp
will be lesser than what it will be with these options. However, it cannot make
profit out of Whatsapp tomorrow unless it buys it today.
While we can consider all the investments made as exercise
price of the option, and the revenues generated as spot price, with time
horizon of 6 years as for everything else, and get a option price for these
additional investments, and while this will be a more accurate way to do the
valuation of this deal, I would present the simplest DCF method valuation here,
with cash flow for these options already included.
And I am going to ignore a lot of technical details like
depreciation and taxes and stuff.
The point I want to make here is, that even a simple model
can help us understand the mechanics of this deal, and those who wish to be
more accurate can always resort to more sophisticated and detailed approach.
Having said that I would quickly do a sensitivity analysis
of these options by increasing payoffs of these additional revenue options by
20% to showcase the upside potential that these yet-to-be-developed revenue
streams can have for FB-Whatsapp combo. Of course, there is a downside risk as
well that these revenues will not pick up, but then, FB has already committed
the buyout price and locked in its downside to a cash and stock combination of
USD19 Billion. For me, it’s already a sunk cost.
Here are some numbers, firstly without any additional
revenue from sources yet to be developed; then with additional revenue from
these new revenue sources; and lastly with these additional revenues scaled up
by 20% of their assumed values to showcase the upside potential for FB:
Conclusion:
The Facebook-Whatsapp deal makes sense when
Facebook will make use of additional synergies that this deal has to offer, and
if whatsapp continues to maintain its growth rate. That is the current
challenge before FB management, and I hope it already had a strategy to address
this challenge when making the offer to Whatsapp.Of course, this is just my thought on the matter and all the feedback, reviews, reactions, comments, queries are welcome as always :-)
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