Fei Le audio acquisition suspect cloud: the performance of the underlying assets has risen

On July 29, Feile Audio (600651.SH) announced that the company plans to spend RMB 1.59 billion to acquire 100% equity of Beijing Shenan Group. In 2013, before the acquisition, Beijing Shenan Group's performance rose more than 200%, which is far higher than the companies in the same industry.

It is worth noting that with the substantial growth of the company's performance, Beijing Shenan Group's accounts receivable has also increased significantly. From 2012 to 2013, Beijing Shenan Group's operating income came from accounts receivable exceeding 50% and 90% respectively.

Some market participants pointed out that Beijing Shenan Group used a large amount of accounts receivable to boost its performance, which may be to enhance the valuation of the acquisition. In addition, a large number of accounts receivable also laid the risk of bad debts for them.

High acquisition premium <br> <br> Feile Audio-Visual was established in November 18, 1984, and on December 19, 1990 listed on the Shanghai Stock Exchange. From 1984 to 1997, the company's main business is home appliance marketing, professional production and sales of audio. From 1997 to 2002, the company's industrial structure was adjusted to transform into the IC card industry. In 2002, the company acquired 100% equity of Shanghai Yaming Bulb Factory Co., Ltd. and entered the green lighting industry. In 2009, the company's strategic adjustment, the main business focused on green lighting, and gradually withdrew from the IC card industry.

With the development of the lighting business, this business has become the main source of revenue for Feiyue Audio. At present, the company's wholly-owned subsidiary Shanghai Yaming Lighting Co., Ltd. and its holding subsidiary Shanghai Shengyi Industrial Co., Ltd. produce LED lighting products.

From 2012 to 2013, the company realized revenues of 2.014 billion yuan and 2.142 billion yuan respectively, and net profit of 105 million yuan and 57.44 million yuan respectively. In the same period, Shanghai Yaming Lighting Co., Ltd. realized total operating income of 1.642 billion yuan and 1.649 billion yuan respectively, net profit of 44.467 million yuan and 8.18 million yuan respectively; Shanghai Shengyi Industrial Co., Ltd. realized total operating income of 287 million yuan and 384 million yuan. Yuan, net profit was 3,491,190 yuan and 4,095,000 yuan respectively.

The Beijing Shenan Group, which is planned to be acquired, is a large-scale LED lighting solution provider in China. Feile Audio said that the acquisition of Beijing Shenan Group will help the company to accelerate the company's LED lighting business segment with the experience of LED lighting application field and engineering construction experience, channel resources and customer resources accumulated by Beijing Shenan Group for many years. Expansion is an important measure to achieve the company's established strategic development goals.

However, the high purchase price is quite concerned by the market. As of May 31, 2014, the audited net assets attributable to the parent company were 413 million yuan, with an estimated value of 1.593 billion yuan and an evaluation appreciation rate of 285.45%. It is understood that this transaction uses the income method evaluation results as the final evaluation results.

According to the data, Beijing Shen'an Group's forecasted net profit for 2014 is 136 million yuan. According to the evaluation value of 1.593 billion yuan, the price-earnings ratio of the acquisition of Beijing Shenan Group by Feile Audio is 11.71 times.

Compared with the acquisition of Feile Audio, Zhongjing Electronics (16.77, -0.71, -4.06%) (002579.SZ) acquired LED assets with a lower P/E ratio. In February of this year, Zhongjing Electronics announced its plan to acquire 100% of Founder's equity for 286 million yuan. Fang Zhengda expects net profit in 2014 to be no less than 28 million yuan. Based on this calculation, Zhongjing Electronics acquired Founder's P/E ratio of 10.21 times. According to the data, Founder's current main business is the development, production and sales of flexible printed circuit boards (FPC), which is the leading enterprise in the FPC market for LED energy-saving lighting.

Similarly, Liard (18.820, -0.80, -4.08%) (300296.SZ) acquisition of Jinda Lighting is also more cost-effective. In November last year, Liard spent 203 million yuan to acquire 100% equity of Jinda Lighting. The main business is the design of lighting schemes for buildings and roads, the construction of lighting projects and the design, installation and sales of supporting lamps. Jinda Lighting is expected to deduct non-net profit of not less than 22.5 million yuan in 2014. The acquisition price of Jinda Lighting is 9 times.

A brokerage analyst told the China Business Journal that the price-earnings ratio of Fei Le Audio's acquisition of Beijing Shenan Group was significantly higher than the price-earnings ratio of the two companies mentioned above.

Awkward performance "myth"

Feile Audio uses the income method as the basis for the evaluation results based on the high growth of the underlying company's performance. The "myth" of Beijing Shenan Group's performance on the eve of the listing undoubtedly supported such a high valuation.

Data show that from 2012 to 2013, Beijing Shenan Group's operating income was 137 million yuan, 419 million yuan, net profit of 20,335,900 yuan, 70,701,900 yuan. In 2013, the above two indicators increased by 205.83% and 247.16% respectively. This increase is much higher than that of Qinshang Optoelectronics (15.69, -0.30, -1.88%), Liard, Jufei Optoelectronics (16.060, -0.16, -0.99%) and Sunlight (9.43, -0.28, -2.88%) and Lehman Optoelectronics (15.540, -0.34, -2.14%).

In 2013, among the listed companies in the LED industry, Lehman Optoelectronics, Qinshang Optoelectronics, and Sunshine Lighting achieved a year-on-year increase in net profit attributable to listed companies of -23.04%, -1.17%, and 4.52%, respectively. The growth rate of Dehe and Jufei Optoelectronics in the same period was only 37.81% and 43.06% respectively.

For the Beijing Shenan Group's profit growth is much higher than the performance of peer listed companies, the above-mentioned brokerages said that even if the company's LED business capability is stronger, it will not be much better than the listed company's performance in the same period. Beautiful."

In response, Fei Le Audio responded to an interview with reporters. The main business of Beijing Shenan Group is to provide customers with various types of outdoor lighting, landscape lighting, indoor lighting and other lighting engineering project design, construction, contracting and technical services. Supporting sales of various types of LED lighting products or custom lighting products, as well as providing contract energy management services to customers. Feile Audio said that Beijing Shenan Group and Qinshang Optoelectronics, Liard, Jufei Optoelectronics, Sunlight Lighting and Lehman Optoelectronics have certain differences in the main business types.

With the substantial increase in the company's operating income and net profit in 2013, the balance of accounts receivable of Beijing Shenan Group also increased significantly from 802.568 million yuan in 2012 to 397 million yuan, which accounted for the proportion of operating income in the same period. 58.39% increased significantly to 94.75%.

The financial director of a listed company told reporters that it can be seen from the above data that the income of Beijing Shenan Group in the past two years mainly comes from accounts receivable, and the income in 2013 actually exceeded 90% from accounts receivable. The situation is very rare in listed companies with engineering as their main business.

It further pointed out that from the above situation, it can be seen that the substantial increase in accounts receivable is the "most important" hero of Beijing Shenan Group's two-year performance increase, but such performance growth is not stable. And it does not rule out its aggressive approach to increase performance in order to raise the price of the acquisition.

The chief financial officer pointed out that if the above-mentioned high-value accounts receivable are in a difficult position to be recovered after the completion of the acquisition, it will have an adverse impact on the operation of the company.

It is worth noting that Feile Audio stated in the report that, considering the nature of the business, the accounts receivable period is long and there is a certain risk of bad debts. Therefore, this assessment predicts the future year of the enterprise according to 1% of the operating income of the year. Asset impairment losses.

The above analysts pointed out that according to the 1% of the operating income of the year, the company's future asset impairment losses are predicted. This is a good insurance for Beijing Shenan Group to guarantee its performance from 2014 to 2016. After the performance commitment period, it is unreasonable to predict the future annual asset impairment loss based on 1% of operating income. At that time, if the above accounts receivable risk breaks out, Feile Audio will have to be the bad debt risk of Beijing Shenan Group. Make a buy order.

What is even more puzzling is that Beijing Shen’an Group’s five major customers from January to May 2014, the reader publishing media (7.37, -0.17, -2.25%) Co., Ltd. is the largest customer with a purchase amount of 111 million. Yuan, accounting for 28.29%. Reader Publishing Media Co., Ltd. is a cultural company, why it is so large-scale purchase of Beijing Shenan Group's products this year, the reasons are puzzling.

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