Amazon Paid $9B for Whole Foods' Goodwill: CNBC

Goodwill isn’t a balance sheet item that most investors give much thought to, but with $9 billion of Amazon.com Inc.’s (AMZN) Whole Foods Market purchase price coming from goodwill, they may want to think again.

According to CNBC, Amazon’s goodwill accounted for $9 billion of the $13.7 billion acquisition price for Whole Foods. That means roughly 70% of the price Amazon paid was for the future growth it expects to get from Whole Foods while a mere 30% was based on the value of Whole Foods current business and assets. CNBC reported Amazon’s goodwill balance was at $13.4 billion as of the end of 2017, which it said was the largest in the company’s history and the first time it represented more than 10% of total assets. (See also: Amazon Price Targets Raised After Smash Quarter.)

While attributing a lot of the purchase price to future growth shows Amazon’s confidence in its ability to grow the organic supermarket operator more under its purview, CNBC noted that it also injects some risk into the e-commerce giant’s balance sheet. If the deal doesn’t work out, Amazon would have to write off the goodwill, which would hurt profits. That was the case with Microsoft Corp. (MSFT) and its failed purchase of Nokia’s assets and Hewlett-Packard’s acquisition of Autonomy, noted Peter Atwater, president of Financial Insyghts, in the CNBC report. He said that in addition to the risk of writing down the goodwill, having 70% of purchase price attached to goodwill is higher than other deals that have physical stores. He said companies that don’t have a lot of physical assets such as a software firm typically gets higher goodwill. (See also: Amazon's 'Melt-Up' Seen Fueling 15% Stock Gain.)

Amazon: No Regrets

"It's a very significant premium for a company that's in an old industry like grocery shopping," said Atwater in the CNBC report. "The issue is going to be whether strategically they can create the value that is now reflected in the balance sheet in the form of that goodwill."

Much of the concerns when it comes to goodwill lies in the acquisition not being a success. But judging from Amazon’s commentary on that front, so far it's off to a good start. On a conference call to discuss fourth-quarter results with Wall Street, Amazon Chief Financial Officer Brian Olsavsky said Whole Foods had an operating profit and was the main reason the company had $4.5 billion in physical store sales. According to Forbes, Olsavsky said it was “slightly better” than the e-commerce giants past guidance. He said the company is focused on lowering Whole Foods prices more than initially.