Goheal揭上市公司控股权收购的“灰犀牛”：库存、账期和自由现金流

Core Viewpoint - The article emphasizes the hidden risks in controlling stake acquisitions, particularly focusing on inventory, accounts receivable periods, and free cash flow as significant factors that can derail acquisition plans [1][3][4]. Group 1: Inventory Risks - High inventory levels, particularly when they exceed 50% of current assets, signal potential issues such as unsold products and low turnover efficiency [1]. - A case study involving a solar equipment company revealed that despite appearing profitable, it had two-year-old components in stock, indicating a risk of acquiring outdated inventory [1]. Group 2: Accounts Receivable Risks - Lengthening accounts receivable periods, especially exceeding 90 days, can indicate a company's struggle with cash flow and may lead to a "ticket-for-ticket" survival mode [3]. - An example of a new energy materials company showed an increase in accounts receivable turnover days from 48 to 126 days without a significant rise in sales, raising questions about the sustainability of reported growth [3]. Group 3: Free Cash Flow Risks - Negative free cash flow indicates a company is reliant on external financing, akin to a patient needing blood transfusions to survive [4]. - A real estate industry case highlighted a company with three consecutive years of negative operating cash flow, suggesting deeper operational and financing issues [4]. Group 4: Interconnected Risks - The three identified risks often coalesce, creating a "capital exhaustion flywheel" that can ensnare acquirers, as seen in a case where a large private enterprise faced cash flow issues due to high inventory and extended accounts receivable periods [4]. - The article warns that these risks are frequently overlooked due to the urgency of acquisitions, with acquirers focusing on net profits and valuations rather than cash flow realities [4][6]. Group 5: Recommendations for Mitigation - Goheal suggests a three-step approach to identify and manage these risks: assessing inventory aging and technology depreciation, establishing a linkage model between accounts receivable and sales, and conducting sensitivity tests on free cash flow [4][6]. - It is recommended to include performance guarantees and cash flow targets in acquisition agreements to prevent inflated profits through extended accounts receivable periods [6].