Disney – Game changer
Nov 2018 ($117)
Charlie Munger’s observation that the emergence of video cassette players in the early 80s was a game changer for Disney because it allowed the company to re-monetise its exceptional quality content we think is apt. In other words, there was latent pricing power within the business that was only realised due to a new distribution channel. Today we believe Disney’s Direct-to-Consumer opportunity is another such game changer.
“So a lot of the great record of Eisner and Wells was utter brilliance but the rest came from just raising prices at Disneyland and Disneyworld and through video cassette sales of classic animated movies” – Charlie Munger – A Lesson on Elementary Worldly Wisdom
Reams have been written on the rapidly changing media landscape of the last decade: on Netflix spending $8bn to develop its own content, on Amazon (a book seller) winning a Golden Globe, on Disney buying Fox (thwarting Comcast, who bought Sky), on AT&T buying TimeWarner (and then raising prices) and on and on. What every player agrees though is the obvious point: Content is King (us too, as you know: Holland Views – Disney – Content King – October 2016).
What strikes us as curious though is that, in Disney’s case, whilst many industry observers write and opine very favourably[1] on Bob Iger’s strategic nous and Disney’s execution and prospects – Mr Market still remains sceptical. Sceptical, it seems, on the costs of such change, the ability to scale the offering and the pain of cannibalising existing distribution routes. Mr Market is highly sceptical that moving to OTT[2] distribution will be accretive.
Wholesaler becomes retailer
At 16x PE, Disney’s shares discount no benefit from the game changing move from being essentially a wholesaler of content to suddenly becoming the retailer of it too. Disney is in effect getting access to a low-rent, global shopfront of its own with control of pricing for its unique products – not to mention direct contact with its customers!
We see this is another golden opportunity for Disney to re-monetise the back catalogue and realise increased pricing power in the future. That makes it an opportunity that surely will be accretive to the business. The more we have analysed and debated Disney’s prospects over the last two years, the higher our conviction has become that this is a mispriced share.
At the same time, we fully accept that things (forecasts, sentiment, roll-out and cannibalisation costs) could quite possibly get worse before they get better.
We make it our job to seek great companies that are priced like OK ones. Disney owns the best global content and the brands that will keep producing it and it is a high return business with strong FCF generation. It also has the determination to execute this move to becoming a retailer of its own brands online in the same way it is in the theme parks
“When Disney gets behind something, look out.” – Steve Jobs[3]
Three Misconceptions
We summarise Mr. Market’s three misconceptions thus:
- Disney will not be able to execute this transition to a proprietary ‘Disney+[4]’ streaming service seamlessly and therefore risks killing its Golden Goose.
- The move to direct selling will cannibalise existing revenue streams from the traditional distributors and the streaming market is just too competitive.
- Disney will take a huge hit to its earnings as it builds out this network and we have no idea if/or for how long it will take to get back to steady state.
We take down those misconceptions one by one later on. In doing so, we draw heavily on Bob Iger’s thoughtful and candid comments on the motivation and consequences of Disney’s move to direct consumer selling of its media.
Crucially though, we also draw on our own experience as very close-followers of the evolution of WWE (and Formula 1) – two other unique media brands who are embracing the opportunity that direct selling of content is affording them. Importantly, their evolution was two-fold: 1) in terms of their business models and 2) of Mr Market’s confidence in such moves. Our earlier work has looked in detail at business model evolution – this note primarily addresses the latter.
“in the future, all companies will be internet companies” – Andy Grove, Intel founder, 1999
First, a reminder of what a great business Disney is
This note is not intended to be a rehash of our earlier work. In our first note on Disney we asked the rhetorical question – “Could Disney turn out to be one of the few old school companies to truly benefit from the internet”? This note builds on that earlier work and our now increased conviction that Disney’s equity price is attractive thanks to market scepticism. We encourage you to review our earlier work on Disney[5] (including – notably – a detailed rebuttal of misplaced ESPN concerns in that first note).
Our earlier work concluded that:
- Bob Iger is a world-class manager of creative talent and brands with an impeccable track record. He is a terrific capital allocator. Iger is also exceptionally candid and consistent in his communication as evidenced in his quotations through this report.
“Journalist Question: what is the content industry going to look like in five years?
Bob Iger: “I believe we have to look at this as opportunity versus threat. Meaning I’ve tried to manage this company … in a way that enables us to not only survive but to thrive in a world that doesn’t look anything like the world that existed just a few years ago… There are three ways to do that. The first is make great content. And this is very relevant to the Fox acquisition. The second is to be incredibly innovative about how you bring that content to market. By the way, there isn’t a better example than Netflix. The third is to be truly global in nature. – Hollywood Reporter
2. Disney is perhaps a surprisingly high return, high Free cash generating company. The group as a whole makes a 25% RoNTA (after tax). Excluding theme parks, these returns are c.35%. In 2018 its EBIT outside the parks was c.$11bn. It’s CAPEX for the same divisions a mere $1.2bn.
3. With Disney-Fox, and a post more than decade of judicious investment in content brands (Pixar, Marvell, Star Wars), infrastructure (China theme parks and BAMTech streaming technology) and their pipelines, Iger now has an unparalleled ‘stable’ of proven content and proven content producers to leverage globally. That is fact.
4. There is clear demand to meet that supply of content. Thanks to the OTT wave, demand for media, in our view, has never been stronger. The ability to create personalised household bundles of content (say WWE, F1, ESPN, HBO, Netflix, Prime, Sky Now etc.) is enormously disruptive for the cable aggregators whose stranglehold of living rooms is ending. For those who actually own unique content production and brands – and Disney is one of the largest – OTT is a massive opportunity.
This is not just applicable to movies: our work on ESPN in the first Disney note showed clearly that the move from wholesale to direct selling could release a lot of value in this division also. As a reminder, ESPN generates (i.e. receives) only $8 per subscriber per month in wholesale revenue whereas its peer Sky Sports – a business we know well – generates circa $40 directly selling direct to its subscribers. ESPN’s monthly $8 could also be compared to a typical US pay-TV retail bundle (incl. sports/ESPN) that averages over $120 a month.
5. The OTT channel is highly synergistic for existing content owners. Existing cable companies still need content which is in finite supply. WWE has also shown us just how accretive to brand equity having a direct relationship with consumers can be. It is true that Disney has lacked this engagement (outside of theme parks, Disney had extremely limited contact with the consumers of its movies) until now. As such in the long term we expect this direct relationship to be helpful to Disney’s marketing efficiency, brand equity and even product innovation.
Taking down Mr Market’s fears
Mr Market is being what you might call ‘rationally irrational’ in his attitude to Disney. It is quite understandable that a period of uncertainty is coming for Disney investors – a period in which earnings will be clearly difficult to forecast. We see that. But the key word is we think is “uncertainty”. As we have stated before high ‘uncertainty’ is different form high ‘risk’.
We now seek to address those three misconceptions outlined above:
Misconception #1: That Disney will not be able to undertake this transition seamlessly
This is an obvious uncertainty – Disney is launching a new distribution channel which involves technological and consumer adoption unknowns. But let’s put it into this context: Disney has not just a Golden Goose but a flock of Golden Geese and all are alive and well. The question in front of us is the manner in which these golden eggs are being sold – not whether the goose is being sacrificed in some high risk business pivot, nor indeed whether demand will remain high.
We don’t try to predict the future but we are relaxed about Disney’s transition to OTT distribution. Here are three reasons:
- With BAMTech, Disney has an established and proven technology platform in-house.
- Disney has used the ‘DisneyLife’ streaming trial in the UK to understanding pricing sensitivities and platforms etc. In fact, Disney might have a ‘late mover’ advantage in this regard.
- The Golden Geese are being well looked after and they remain highly sought after. Disney-Fox’s content pipeline is unmatched globally.
It is important to note that Disney is undertaking this move by its own volition and it is the value of its intellectual property that is the ultimate margin of safety in assessing the risk “if things go wrong”. In the end, the main point here is that in an unlikely worst-case scenario, it can still revert back to its old distribution channels who will always need and pay-up for good content. So, whilst we think the move to OTT can be accretive, in the worst-case, the company can revert to the status quo. We might also add that far smaller peer businesses like WWE (whom we know well) have been through this transition. They emerged with a far increased brand equity value and a platform for truly global growth.
Here is Iger on why Disney can pace itself on the move to OTT:
Analyst: “Bob, are there any overarching principles that is driving how much you think is the right investment level in streaming? For example, is there a need to move quickly because otherwise the market would be passing by? Or should you move slowly to manage the impact on earnings? Any framing of the factors that determine how aggressively the company is turning to digital would be helpful?
Iger: “to answer the first question, we don’t see the need to rush because the market will pass us by, simply because the only place people are going to be able to get Disney, Pixar, Marvel, Star Wars original product is going to be on this app. And so, we believe whenever we launch, it will be attractive. – Disney Q3 2018 conference call
Iger’s point about not needing to rush the transition is subtle but absolutely key to acknowledge as it reminds us of the quality of the Disney assets. Remember, what we ought to be debating here is not the ‘ins and outs’ of a partial shift to a new distribution channel but whether the underlying product being sold is in fact sought after.
It should be obvious that the likes of Netflix – who is trying to build a ‘culture of content creation’ from scratch, simply don’t not have the luxury of patience – they have to hurry. Bear in mind too, Disney is not really competing head-head with Netflix. Randall Stephenson, AT&T’s Chief Executive, makes as similar point as he referred to HBO as Tiffany’s to Netflix’s Walmart:
“Netflix is like the Walmart of subscription video — while HBO is Tiffany & Co” – Randall Stephenson, CEO of AT&T
“Well, I happen to like Walmart; we do a lot of business with them. So maybe I’d say it a different way. They’re a volume play with a lot of quality within their volume. And we’re going to be a quality play with enough volume and enough scale to provide the consumer with a good price-to-value relationship” – Bob Iger, referencing Stephenson’s statement
As we wrote in March of this year, Disney is certainly not immune from making (or admitting to) mistakes – Iger has candidly discussed the “rookie mistakes” incurred during the trial launch of Disney Life – its early OTT experiment in the UK. As we mention later, one of Iger’s great traits as a businessman is his candid nature of saying things as he sees them. Is that to say that Disney (and its BAMTech division) will execute flawlessly? Of course not. In fact it is surely likely that there will be periods of margin erosion as high investment costs (including necessary tailor-made content) coincide with fewer cable/Netflix eyeballs as consumers get to know the vagaries of the new internet bundles and pricing. We’ll address that later in this note.
Such uncertain times might just be the period of maximum opportunity investors seek.
Misconception #2: That the move to direct selling will cannibalise existing revenue streams
Actually, we absolutely agree that Disney’s move to direct selling will cannibalise its existing business! In some ways, that’s the whole point. But – and it’s a big “But”, the key point here is that Disney will cannibalise some wholesale revenues and replace them with retail revenues. Said differently, we strongly believe that Disney’s move to direct selling will be significantly accretive due to 1) cutting out the aforementioned aggregator middlemen and 2) increasing the cross selling opportunities inherent in direct customer access (i.e. targeted bundling of theme parks passes, shorter movie release windows, customised content, merchandise etc etc). This is not a one-sided win – crucial to all of this is that the consumer gets offered better value (and thus the flywheel of synergistic growth continues).
It’s easy to overlook that movie theatres retain c.50% of box office receipts. Disney movies generated $2.4bn at the US box office last year of which $1.2bn was paid-away to the cinemas. Roughly a similar amount was spent in US retail stores on Disney Video/DVD sets for which retailers probably get a 100% mark-up – i.e. Disney received 50% of this). Some of the marginal revenue Disney+ will realise may be these former wholesale sales, but now at a higher $ value per unit sale.
WWE Learnings
As alluded to above, Mr Market’s fear about cannibalisation in effect says that Disney’s content value is already fully realised. We disagree, because DTC offers consumers increased value.
Case-in-point: the ardent WWE fan was paying c.$70 for the annual Wrestlemania show on pay-per-view (PPV) back in 2014 and also paying c.$30 for each of eight other PPV events throughout the year. Well for $10/month in 2018, that same fan can now get the same Wrestlemania show on-demand, plus all the other PPV’s, plus bespoke content plus the entire back catalogue of wrestling content. Today what might have cost >$300 in 2014 a WWE fan can get for $120. Who were the losers here? – the cable middlemen of course. The winner was the customer who got more value and WWE who got the platform and growth that lower pricing and better product brings.
You might say that proves Mr Market’s fear just there – but to do so is to ignore the fact that the lower retail price (and higher value afforded by additional streaming services of the back catalogue) also attracts additional new global customers (with a lower marginal acquisition cost) who then have a relationship directly with the brand, not via a marked-up cable product. WWE’s massive success in OTT has not just been in creating the new distribution channel; it has also been in the increased fan engagement and associated brand building that internet platforms enable. The c.$500m 10-year contract which WWE won this year in Saudi Arabia was won in no small part thanks to WWE’s unmatched brand presence on YouTube (Saudi has one of the largest per capita consumption of YouTube globally). In WWE’s case, this, in turn got reflected in the legacy TV distribution contract renewals (valued at over 3x the previous contract’s value).
Let’s also not forget the key attribute of DTC – it is two-way – it therefore allows for tremendous insight into, and feedback from, customer preferences.
Its hardly contentious to say that demand for high quality long form video content has never been so strong. What is changing is how it is consumed. In short, the content owners are getting a bigger share of the pie (by cutting out the middleman) but the pie is getting bigger too. This is due to the ability of customer now to personalise content spending the same (or often more) but often getting better value by paying the old wholesale rate rather than retail price. Our last point is an obvious one of a bigger addressable market. Any product that was bundled had a limited reach (i.e. it could only be sold to those within that cable contract) – Formula 1 experiences in markets like Brazil and Italy are good examples of this.
DTC could have a much wider potential and appeal and outside the US where Cable networks are less developed but there is still a very big untapped market for branded and quality content.
Analyst: “think you’re going through a pretty notable renewable cycle between your major affiliate deals up in 2019. The question is really how you’re balancing those negotiations with the distributors given your high profile direct-to-consumer priorities?
Iger: “I think there is a reality that is set-in in the distribution side of the business that the business is changing, that consumer habits have changed, and that the over-the-top SVOD product is here to stay and is real, and is probably going to continue to either compete with the more traditional platforms or complement the more traditional platforms. So we don’t really see it complicating our negotiations with the primary distributors. – Disney Q3 2018 conference call
We could be even bolder and take a much bigger picture view here. That is, Disney has a much wider scope of businesses when you consider theme parks, DVDs etc. By gaining an access to its own ardent movie fans directly, Disney is offered the opportunity to create a seamless direct link between media, real world experiences and merchandise.
“Rather than creating movie stars, as the Hollywood enterprises of yore did, or elevating auteur-directors, as the Miramax-style studios did, Iger has focused on establishing brands. “He’s refined the business,” says Rupert Murdoch, executive co-chairman of Fox. “He built this thing around reliable franchises, whether it’s with Pixar, with Lucasfilm or with Marvel, which then play right into the theme parks and everything.” – Time Magazine, October 15 2018
Misconception #3. Disney will take a hit to its earnings as it builds-out this network – indeed, who knows just how long it will take to get back to steady-state?
“You can’t manage a company just because of what analysts expect you to do” – Iger (11:20 excellent 2015 Vanity Fair interview[6])
“If you really look across all of our businesses and you include ESPN and ABC and ABC News and what we’re buying with Fox, we probably spend upwards of what they (Netflix) are spending. It’s just that we’re distributing differently. So the pivot for us is not necessarily substantially more spending, it’s substantially different distribution. But while we’re migrating to new distribution models, we have to spend enough [to populate] the new distribution until we can move content on the older ones over. – Bob Iger, Hollywood Reporter Interview (emphasis ours)
Again, we do not contest that Disney will take a hit to earnings in 2019 and possibly in 2020. That seems likely. Our earlier work referred to the hit that WWE took. WWE also showed that investors who were willing to look-through the earnings hit were able to enjoy significant increase in profits and, ultimately a share price, that is 7x(!) higher.
Once again, Iger is very candid about the double whammy of sacrificing Netflix’s licensing income coupled with the increased spend on bespoke platform content.
“Two things are happening here. We’re weaning ourselves off licensing revenue from third parties. That kicks in, really, in 2019, when the movie studio output, which was licensed to Netflix, will cease in terms of new films. At the same time, we are investing more in content to seize these direct-to-consumer businesses before we can move content from the more traditional platforms over. So there’s more spend in production and there’s less licensing revenue.
There will be an impact on our bottom line in fiscal ’19 because of what I just described, and it’s with the full support of the Disney board because we all believe that the reality of transformation is staring us in the face, and we have to transform with it. In order to transform successfully, it means that you’re going to go through a period of time where you’ve reduced your profitability somewhat. It’s the right thing because we’re playing the long game and not the short.” – Bob Iger, Hollywood Reporter interview (emphasis ours)
So there is a very real headwind to short term profit forecasts as Disney has made a stand on exclusivity of content (as Iger says “the long game”). It is either not renewing content distribution deals with the likes of Netflix or delaying the monetisation of 2019 releases so that they can be offered more exclusively on the Disney platform. As the Disney+ platform does not start until end 2019 and will presumably take at least a few years to achieve any sort of scale it could be assumed to be lossmaking during that 2019-21 period. Furthermore, the existing distribution deals that Disney are not renewing (and are thus losing) were likely to have been highly profitable. The scale of hit this combined factors will have on Disney earnings at a group level we are unsure of but our best guess is a 10-15% hit to EBIT (we are happy to share our workings).
However we find ourselves wanting to ignore it anyway.
The reason being that we think Iger is right. Disney has the brands to build a quality content platform that no others can match. It, like WWE, also has a huge advantage in that the content that populates these platforms is being produced anyway and it has perpetual ownership of it. That is a model any aggregator is going to find very very hard to match. In short, we think the Disney streaming platform will win share and be a powerful driver of the companies longer term monetisation of its IP. If on the road to that, short-term profits fall 10-20% due to this investment phase maybe we should just look past this. As for Mr Market – well he is always hard to judge. Our money is on him being more swayed by the speed of take up of the new platform, but we accept that ‘investment phases’ are very hard to judge.
ESPN upside and thoughts on the asymmetry of the bet
In all the discussions on Disney’s DTC future, much is made of the film brands it possesses and the additional content that Fox will bring. However, we think the success or not of ESPN+ and what follows it, combined with any changed market attitude to this division is potentially significant. With its falling headline subscriber base and ESPN’s past 35% contribution to Disney group EBIT it has been the reason for many franchise investors to stay away. However, we think ESPN is a great snapshot of today’s content world (i.e. still high content costs and yet falling subs). Arguably therefore, a change in the economics and recognition of the monetisation potential of this channel could have the greatest effect on the investor sentiment around Disney and thus the share piece. We note that ESPN+ has already passed the 1m subscriber level in under a year (at $4.99 per month) – not too shabby considering that, so far, this is a distinct and niche extra products from the much larger ESPN offering.
Heads I win, Tails I don’t lose too much
Returning to the idea of high uncertainty vs. high risk we think potential Disney investors may be well served by inverting the problem. What happens to Disney if it fails in this DTC venture?
“Invert, invert, always invert” – Charlie Munger
We could define failure as the content side of the business being still in good shape with great films, programming and parks enjoyed by its consumers. However, Disney just cannot sort the technology or the pricing or get enough customers to connect directly with it despite the significant investment in new IP and the back catalogue it has put in place on the Disney+ platform.
At the financial level we could make a short cut and say that in four years Disney does not grow its Net income at all as any organic growth it would normally experience is wiped out by start up costs and the attrition of lost content sales via past profitable channels. In 4 years’ time it might have bought back c.10% of its stock, or be debt free.
So, what might happen next? Well, assuming others have succeeded where Disney has not, then Netflix, Amazon and A.N. Other will have huge DTC global platforms. As such were Disney to turn to this market and say “we give up, lets do a deal” – what happens then? In short, we think the mother of all bun fights ensues to try and secure the greatest content on the planet with prices reflecting not only the draw this content would bring, but also the knowledge that to lose the deal would give your competitor a huge advantage. In such a scenario, it is not outlandish to suggest that bids for Disney (the company) could even result.
If properly cared for, Disney assets will only increase in value over time as a look at its past compounding attests. Today’s DTC route can create an exciting future for the group with direct relationships with millions of global customers – but it is not the only route. Companies like Netflix must grow and innovate in the DTC arena to survive – they have no choice. Disney is different. It has the brands, the history and the IP innovation that ensure its continued success. Reflecting in this way suggests to us there is limited downside in the shares.
Capital Allocation and a Conclusion
We have written in other pieces that Iger and his team are strongly focused on returns. Despite being previously acquisitive they have shown great returns resulting from those purchases (including the sizable goodwill paid). The Fox deal might be interpreted by some that they have lost that discipline, but we feel such a unique opportunity to scale up was worthwhile for the scale of the global content model that it creates.
That Disney lost/chose not to keep bidding up for Sky we think is also interesting in the effect it can have on future capital allocation. Despite all its past acquisitions, Disney still cancelled 20% of its shares in the last 10 years thanks to its strong cash generation.
Post the Fox deal buybacks have been stopped until the company gets back to investment grade. If they had purchased Sky (for 17x EBITDA) then Disney’s Net Debt/EBITDA would have been c.4x. By selling Sky this is reduced closer to 2x. In c.18 months’ time, this ratio could be back to the level Disney had before the Fox deal (and thus presumably buybacks will be resumed). In essence Disney chose to pass on Sky at 17x EV/EBITDA and will be buying its own shares back at 10x EBITDA. That looks good allocation to us.
The price of success?
At this point of technological uncertainty over Disney’s future, investors having considered ‘failure’ above might now also consider the following question:
“What would be an appropriate PE rating for Disney shares if the company is successful in its move to profitably build scale in Direct to Consumer distribution?
Consider that the resulting company would enjoy one of the greatest portfolios of global content and brands with a direct channel into potentially every consumer on the planet and the ability to monetise all the future distribution of these brands (media, parks and merchandise) directly with that customer.
Our best guess of a future Disney Group PE multiple is least 20x and maybe even c.25x. This is as Mr Market starts to consider the ongoing future growth potential of the groups brand and network combining and the operational gearing that will start to come from marginal new global subscribers joining a by then, well-established, network.
We suggest that were Disney to keep compounding earnings at a modest c. 10% for the next 4 years and end up on a PE of 20x in four years’ time; its 4 year IRR from today’s starting values would be 17%. Were the end multiple to be 25x the IRR rises to a whopping 23%. Clearly things may prove a little more bumpy than that during the required investment years but long term we see the share rating of new Disney higher than today’s valuation.
In 2016 we asked ‘Could Disney turn out to be one of the few old school companies to truly benefit from the internet?’ – We believe the answer to this question today is ‘Yes’. The mispricing, if one exists, is that Mr Market has yet to come round to that view.
Andrew Hollingworth & Mark Power
The Directors and employees of Holland Advisors may have a beneficial interest in some of the companies mentioned in this report via holdings in a fund that they also act as advisors to.
Disclaimer
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- TIME’s recent profile on Iger is a great example ↑
- Over-The-Top – i.e. distributed over the internet ↑
- ‘The Pixar Touch’ book ↑
- Disney+ is the planned name of Disney’s streaming service to be launched in 2019 ↑
- Holland Views – Disney – Content King, Oct 2016Holland Views – Disney – Mouse Marries Fox, March 2018
Holland Views – Disney – Blowing Up The Castle, July 2018 ↑
- https://www.youtube.com/watch?v=FtsBBKAJgFQ ↑
