Whose money is Feng Xiaogang's 230 million bet?
On May 26th, Feng Xiaogang, the famous director of "Heroic Old Man", was still on Weibo hot search.
The 63-year-old has paid Huayi Brothers performance compensation for the second time, this time it was 168 million yuan.
Many netizens discussed that even after paying 230 million yuan before and after, Feng Xiaogang still made a profit with the newly established company in exchange for the 1.05 billion yuan acquisition of Huayi Brothers (300027.SZ).
So, in this acquisition case that is not "equal", who is Feng Xiaogang's 230 million loss?
168 million to the account
Huayi Brothers "stopped falling in time"
On May 24, Huayi Brothers issued an announcement on the completion of compensation for Zhejiang Dongyang Meila Media Co., Ltd. (hereinafter referred to as "Dongyang Meila") for its 2020 performance commitments.
Although the share price of Huayi Brothers did not turn around significantly, it at least stopped the decline in the past few days. As of yesterday's close, Huayi Brothers rose 1.12% to 3.62 yuan per share.
At the same time, the five-year gambling between Feng Xiaogang and Huayi Brothers is finally over.
In 2015, Huayi Brothers spent 1.05 billion yuan to acquire a 70% stake in Dongyang Meira under the control of Feng Xiaogang, and was bound with Feng Xiaogang.
At the same time, the two parties signed a gambling agreement, stipulating that from 2016 to 2020, Dongyang Meila will need to achieve net profits of 100 million, 115 million, 132 million, 152 million and 174.9 million (an annual increase of 15%). If the target cannot be achieved , Feng Xiaogang needs to make up the difference with cash.
In 2016 and 2017, with the box office of 483 million yuan "I am not Pan Jinlian" and the box office of 1.423 billion yuan "Fang Hua", Dongyang Meira easily fulfilled its first two years of performance commitments.
But in 2018, as there were no new works released, Feng Xiaogang failed the bet.
According to the 2018 annual report of Huayi Brothers, Feng Xiaogang is willing to bet and lose 68.21 million yuan to Huayi Brothers out of his pocket.
On April 28 this year, Huayi Brothers released its 2020 annual report.
The annual report shows that Dongyang Meira only achieved a net profit of 5.5238 million yuan, which was lower than the 174.9 million yuan promised in performance.
According to the gambling agreement, Feng Xiaogang needs to pay about 168 million yuan in performance compensation.
In addition to the 68.21 million yuan in 2018, Feng Xiaogang paid a total of 230 million yuan in performance compensation to Huayi Brothers.
Wang Zhonglei once publicly stated that Feng Xiaogang had laid down half of Huayi's world.
Some people have even calculated the gambling agreement under extreme circumstances. Even if Feng Xiaogang did nothing for 5 years, there would still be 377 million yuan left.
But this transaction seems to be satisfactory for both parties.
Feng Xiaogang "netted" 800 million yuan, and this 800 million is far from being compared with "Half of Huayi's World".
Film and television people and film companies who gamble on "addiction"
In addition to Feng Xiaogang himself, the films he directed have also been used as a "bet."
2016 was the first year of the gambling agreement between Feng Xiaogang and Huayi Brothers. All parties had high hopes for the film "I'm not Pan Jinlian", and Huayi Brothers also worked hard to contribute 100 million yuan this year. Net profit target sprint.
Unexpectedly, Wanda Cinemas did not give enough support to the film, and the film placement rate was only 13%. Feng Xiaogang was very dissatisfied.
Gambling and gambling, one of the producers, Yaolai Film and Television Culture (hereinafter referred to as "Yolai"), and the other two producers, Huayi Brothers, and Ferris Wheel Culture signed a guaranteed release agreement: if the box office is less than 500 million, Yaolai Lai will pay 200 million yuan in net box office revenue, and part of the net income from 500 million to 800 million yuan at the box office will be exclusively used by Sparkle Roll; for the box office exceeding 800 million yuan, Sparkle Roll will receive 50% of the net box office revenue.
For this reason, Yaolai directly increased the film scheduling rate to 90%. According to Maoyan data, "I am not Pan Jinlian" finally won a total box office of 480 million yuan.
This also means that Yaolai still needs to pay 200 million yuan in net box office receipts. Therefore, Feng Xiaogang is able to complete the gambling agreement this year.
The market is well aware of the huge profits behind the "guaranteed issuance" and will also bear a high risk of failure. Feng Xiaogang's gambling agreement with Huayi Brothers quietly replaced the payers.
In the same year that it acquired Dongyang Meira, Huayi Brothers was also "purchasing actors" in addition to "buying in directors".
In October 2015, Huayi Brothers issued an announcement that it plans to acquire 70% of the target company’s total equity held by Dongyang Haohan’s shareholder artists or artist brokerage managers at a share transfer price of 756 million yuan. Its star shareholders include Yin Variety "Run Bar". Brothers" Li Chen, Feng Shaofeng, Yang Ying, Zheng Kai, Du Chun, Chen He, etc.
According to the promise, Dongyang Haohan's net profit after tax in 2015 will not be less than 90 million yuan, and the company's annual net profit growth rate from 2016 to 2019 will not be less than 15%, and the final total net profit promised will exceed 600 million yuan.
At that time, Dongyang Haohan was established only one day, and Dongyang Haohan, like Feng Xiaogang, had not completed the gambling agreement five years later.
At the same time, it is not uncommon for film and television listed companies to acquire shell companies at a high premium and to pay for personal IP.
Pledge, enforced, crazy loss
The film and television brother loses in "buying" and "selling"
As the first listed company in the film and television industry, Huayi Brothers no longer has the aura of "One Brother in Film and Television".
The latest heat of Wang Zhonglei and Wang Zhongjun also stayed in a piece of execution news.
On May 10 this year, Wang Zhonglei and Wang Zhongjun were exposed as being executed again, with the execution target amounting to 300 million yuan.
After many transactions, Huayi Brothers has already shown weakness, and lack of money has become the consensus of the industry.
In 2015, Huayi Brothers acquired a number of shell companies, and also set a peak of nearly 90 billion in total market value that year. It also "paid in" a large amount of purchase money, and its business risks rose sharply, so that there were frequent thunderstorms. The stock price plummeted.
In 2018, Fan Bingbing was suspected of tax evasion due to issues such as "large and small contracts" and "yin-yang contracts", which attracted regulatory attention. Feng Xiaogang's new film "Mobile Phone 2" also ended without a problem, and the total market value of Huayi Brothers directly evaporated nearly 80 billion yuan .
Since then, Huayi Brothers has fallen into the storm of "the brothers of the actual controllers pledged to cash out", and closed sharply that day, closing at 6.85 yuan per share.
Subsequently, Huayi Brothers announced that: equity pledge financing is a common phenomenon, which does not mean that it is not optimistic about the company's future.
The actual controllers Wang Zhongjun and Wang Zhonglei (name of the announcement) have not reduced their holdings of the company's shares since 2014, and have increased their holdings by about 640 million yuan.
Wang Zhongjun even Changwen responded to taxation, equity pledges, acquisitions and other issues in order to stabilize the situation, but the stock price fell sharply.
Now, from the trough of 2018, Huayi Brothers' share price has obviously been cut in half again.
According to the 2020 financial report of Huayi Brothers, the company has lost money for three consecutive years, with a loss of nearly 6.2 billion yuan.
The company achieved total operating income of 1.5 billion in 2020. From 2018 to 2020, the company's revenue dropped by 3.34%, 41.18% and 33.14%, respectively. The net losses attributable to shareholders of the parent company were 1.169 billion, 3.978 billion and 1.048 billion, respectively.
No funding solution has been found yet. On May 12, Huayi Brothers issued an announcement again, announcing the suspension of the review of the 2.29 billion yuan fixed increase.
Regarding the performance compensation paid by Feng Xiaogang this time, some voices also said that whether it is buying a shell company at a high premium or Feng Xiaogang paying to "fill the gap", the bottom line is that investors are paying.
Without the Huayi Brothers who bet against the director and the celebrity, how to achieve profitability in the future and whether investors will still pay is still unknown.
Chengdu Commercial Daily-Red Star News Reporter Yu Yao and Deng Lingyao