5260.07%
Before there was Luo Yonghao holding hands with Shangwei shares, and then there was a well-known Internet celebrity blogger "originally Ximen Sister-in-law" who wanted to marry Yuan Long Yatu. At a time when the Internet celebrity economy is booming, more and more Internet celebrities or live broadcasters want to catch the big ship of A-share companies.
Recently, Yuen Long Yatu issued an announcement that the company intends to acquire 60% of the equity of Beijing Youhuaguo Culture Media Co., Ltd. (hereinafter referred to as "Youhuaguo Media") for a transfer consideration of 270 million yuan. The founder of the company is Zhang Xinxin, and her more well-known identity is "originally Ximen sister-in-law", and there are more than 100 signed incubation bloggers under the company.
However, the scene of Lao Luo's failure to reorganize is still vividly remembered, and Ximen's sister-in-law's move is not to hit the south wall and not return, or does she have a unique winning magic weapon?
Surprisingly, the appraisal price of 100% equity of Huaguo Media was 454 million yuan, while as of September 30, its net assets were only 8.5101 million yuan, with an appreciation rate of 5230.07%. Previously, the premium rate of Sunwell's acquisition of Starry Sky Wild Hope was 2819.13%.
Compared with the two, the acquisition premium of Youhuaguo Media is almost twice that of Starry Sky Wild Hope, why is the reason?
Founder or financial freedom
According to public information, Youhuaguo Media was established in August 2016 with a registered capital of 1.5 million yuan.
According to Yuanlong Yatu, as of September 30, 2020, there are 102 bloggers signed and incubated by Huaguo Media, 258 accounts on the whole network, 152 million fans on the whole network, 34 accounts with advertising prices of more than 50,000 yuan, and 14 bloggers with annual income of more than 1 million yuan, which belong to the head echelon in the industry.
At present, there are the head bloggers of Huaguo Media, "Originally Ximen Sister-in-law", "Fashionbaby", "Guo Jieda", and the actor of the movie "Little Times" Kitty, "Shangkan Kiwi". Among them, "it was originally Ximen Sister-in-law" whose real name is Zhang Xinxin, who is also the founder of Youhuaguo Media. It was first popular in a group of photos on Douban and Cat Flutter, and then became a full-time blogger, mainly sharing original content such as beauty, dressing, and celebrity interviews, and currently has more than 18 million fans on the whole network.
The company's announcement shows that the legal representative is Zhang Xinxin. Zhang Xinxin serves as an executive director in the company, and two partners, Yan Ran and Yu Yin, serve as managers and supervisors respectively.
In terms of equity structure, before the transaction, Zhang Xinxin, Yan Ran and Yu Yin held 45.8%, 29.75% and 24.45% respectively. After Yuanlong Yatu acquires 60% of the shares, Zhang Xinxin's shareholding will drop to 18.32%, becoming the second largest shareholder of Youhuaguo Media.
Of the transfer fee of up to 270 million yuan, Zhang Xinxin can get the transfer consideration of 124 million yuan, yan ran and Yu Yin can get 80.325 million yuan and 66.015 million yuan respectively. It is worth mentioning that Zhang Xinxin, Yan Ran and Yu Yin are all "post-85s", and the three founded Huaguo Media in 2016.
This means that by transferring part of the equity of Huaguo Media, these three "post-85s" are expected to achieve financial freedom, and Zhang Xinxin is about to become a billionaire.
Performance soared
The announcement said that through the incubation of "originally Ximen Sister-in-law", Youhuaguo Media has undergone a complete process of building su ren into a head blogger, systematizing the replicable parts of it, and establishing a set of standard processes for blogger discovery, contract management, account positioning, content support, traffic operation, and business docking.
In terms of finance, from January to September 2019 and 2020, the operating income achieved by Youhuaguo Media was 42.4943 million yuan and 79.3251 million yuan, and the net profit was 6.661 million yuan and 28.5166 million yuan, respectively.
At present, the business composition of Youhuaguo Media is divided into two parts, one is the MCN matrix blogger contract incubation and advertising business, and the other is the content e-commerce and live e-commerce business.
From January to September 2019 and 2020, the advertising revenue of the target company was 37.8362 million yuan and 69.3229 million yuan, accounting for 89.04% and 87.4% of the main business income, respectively; the content e-commerce revenue was 4.6581 million yuan and 6.2144 million yuan, accounting for 10.96% and 7.84% of the main business income, respectively; from January to September 2020, the live streaming income was 3.0353 million yuan, accounting for 3.83% of the main business income.
Different from Shangwei's main e-commerce live broadcast, the core business of Huaguo Media is advertising business, and live streaming has just started.
The "International Finance News" reporter noted that the performance of Huaguo Media has grown rapidly. In the first three quarters of 2020, the revenue achieved by Youhuaguo Media has exceeded the revenue of the whole year of 2019, and the net profit achieved in the first three quarters of 2020 has been 4.3 times the net profit of the whole year of 2019.
In this transaction, Zhang Xinxin and three others made a performance commitment, from 2020 to 2022, the net profit attributable to the parent company (after deducting non-recurring gains and losses) should be no less than 30 million yuan, 39 million yuan and 50.7 million yuan, respectively.
But what is puzzling is that Youhuaguo Media was founded in 2016, why will the performance in 2020 be improved by leaps and bounds? And the target company's net profit margin in the first three quarters of 2020 reached 35.94%, but the net interest rate for the whole year of 2019 was only 15.67%, what is the reason for the sharp increase in net interest rate? Will it be stable in the future?
In addition, in terms of performance commitments, the net profit growth rate in 2021 and 2022 is 30%, while the net profit growth rate in 2020 is as high as 350.38%. What is the reason for such a big change?
52 times premium
Although Huaguo Media is in full swing in 2020, such a high acquisition premium still shocks many investors.
As of September 30, 2020, the total assets of Youhuaguo Media were 65.4324 million yuan, but the net assets on the book were only 8.5101 million yuan. According to the third-party appraisal report, according to the income method, the total equity value of the shareholders of Youhuaguo Media was 454 million yuan, and the appreciation rate was as high as 5260.07%.
For such a high acquisition premium, Yuanlong Yatu said that it is mainly based on the valuation results of the core assets that are not reflected in the books, such as the target assets with strong asset profitability and higher performance growth rate, on the other hand, because the transferor distributed the rolling profit before the acquisition, which reduced the net assets on the book of 30.2711 million yuan.
At the same time, Yuanlong Yatu also suggested that the transaction has the risk of a higher valuation appreciation rate of the underlying asset.
In addition, the acquisition will recognize $265 million of goodwill. If the future operating conditions of the target company do not meet expectations, there will be an impairment risk of the goodwill formed by the acquisition of the target assets, which will adversely affect the operating performance of the listed company.
It is worth mentioning that in addition to the recent failure of the restructuring of the Internet celebrity Lao Luo, at the beginning of this year, the acquisition of MCN institutions by the media, which was jokingly called "the first share of the merger and acquisition of domestic MCN", also ended in failure.
In January, Internet software company 35.com disclosed that it would purchase all or part of Shanghai Wanrui's shares by issuing shares and paying cash.
It is reported that Shanghai Wanrui is an MCN agency, creating a pan-life content as the carrier of the Internet celebrity IP ecological platform, to provide different needs of customers with content e-commerce, integrated marketing, content advertising and other Internet marketing services, Shanghai Wanrui has now mastered more than 700 Internet celebrities.
During the period, the Shenzhen Stock Exchange issued an inquiry letter, requesting 35.com to explain whether it was a flickering restructuring and whether the restructuring was for the actual controller to reduce its shares and speculate on the stock price.
Six months later, 35.com terminated the major asset restructuring matter, citing the following reasons: the preliminary due diligence showed that the target company's situation was not as expected, and the progress of the work was relatively slow, and the target company and its major shareholders may sue the listed company to terminate the acquisition agreement.
Cash flow is under pressure
It is reported that Yuanlong Yatu landed on the A-share market in June 2017. At that time, the main business of Yuanlong Yatu was to supply promotional products for fortune 500 companies and well-known domestic enterprises, and at the same time to provide customers with promotional services, positioning itself as a "professional promotional products provider".
Shortly after the listing, Yuanlong Yatu acquired a 60% stake in the new media integrated marketing company Qianma Network in 2018, thus entering the new media advertising industry. In 2019, Qianma Network set up Hangzhou Qianmei to specialize in MCN business.
For the acquisition of Huaguo Media, Yuanlong Yatu believes that the company's new media marketing business layout will be more perfect.
According to Yuanlong Yatu, in the internet celebrity advertising industry chain, the business of Qianma Network is biased towards the downstream client, serving brand customers with creativity and media, and does not own media resources, and buys bloggers or self-media accounts for the brand to advertise on the whole network. On the other hand, Huaguo Media is biased towards the upstream media side, with incubation and signing bloggers, content operation and fan operation of Internet celebrity accounts as the core of its business, mainly by undertaking advertising for commercial realization.
After the completion of the acquisition, Yuanlong Yatu will have both content capabilities and proposal capabilities in the field of new media integrated marketing, media resources and brand resources, account traffic operation capabilities and network-wide media data platform capabilities, becoming a company with real new media integration capabilities.
However, it should be noted that this acquisition is a cash acquisition, although it is paid in three installments, but the listed company still has a lot of cash pressure. As of the third quarter of this year, the monetary cash on the books of Yuanlong Yatu was only 178 million yuan.
Perhaps because of this, on the night of announcing the intention to acquire, Yuanlong Yatu also disclosed the news that it borrowed 200 million yuan from the controlling shareholder Yabei Investment. The term of the loan shall not exceed 3 years, and the annual interest rate shall be the actual financing cost of the money invested by Yabei Investment, but the maximum shall not exceed 8%.