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Invest1 publisher3 min readPublished

Quad Asset presses Daeyang Electric to spend a quarter of its cash retiring shares

Quad Asset Management wants Daeyang Electric to buy back and cancel 30 billion won of shares over three years and lift its dividend payout above 30%. The board has until Oct. 16 to answer a demand that its record profits make hard to refuse for lack of cash.

The Investor · Invest desk

Illustration accompanying Quad Asset presses Daeyang Electric to spend a quarter of its cash retiring shares

What happened

  • By the fund's count, Daeyang held 122.7 billion won in cash and financial assets at end-June, about 44% of equity and 70% of market value, with shares at 0.6 times book.
  • Return on equity fell to 9.6% last year from 13.1% in 2011, even as net profit rose 2.4-fold and the earnings stayed on the balance sheet.
  • Quad's first letter, last November, pressed for a merger with affiliate Daeyang Jeonjang, and in January the company disclosed a plan to buy a stake in it.
  • Quad says it still lacks the board minutes it requested and that the largest shareholder appears to have voted on the director pay cap despite a conflict of interest.

Compiled by The InvestorSomething wrong?How this is made

Why it matters

  • cost Ten billion won of buybacks plus a 30% payout on last year's 24.8 billion won profit comes to about 17.4 billion won, roughly 70% of earnings and above the 50% the fund sought in November.
  • constraint A 500-won-per-share dividend paid regardless of earnings would turn part of the payout into a fixed charge the board could not trim in a weak year.
  • decision Adopting the plan would commit the board for close to three years, because its only off-switch, a price-to-book above 1.5, is 2.5 times today's ratio.

Work backwards from the fund's ratios and Daeyang Electric's market value comes out near 175 billion won [1]. The proposed 10 billion won a year is therefore about 5.7% of the company [2]. That sits just above the line Quad drew in its own study of 4,508 buybacks by listed Korean companies from August 2016 to August this year [12]. The sample is companies that chose to buy heavily on their own, which is a different situation from a board answering a shareholder's letter. The result is still specific: where a buyback exceeded 5% of market value, the fund found, shares rose an average of 22.8% during the program, 10.4 percentage points ahead of the index, and 37.1% through six months after it ended [12].

Daeyang is coming off a record year of 230.1 billion won in revenue and 27.1 billion won in operating profit [7]. It made 14.9 billion won of net profit in the first half [8]. That pace is about 29.8 billion won a year [4], so the full three-year buyback costs roughly one year of profit. Spending the 30 billion won would leave about 92.7 billion won of cash and financial assets before any new earnings, still more than half the current market value [5].

The suspension clause is the term I find most interesting. Buybacks stop in any quarter when the price-to-book ratio exceeds the 1.5 target [10]. That puts Quad's estimate of value into the policy. The company keeps buying while the price sits below 1.5 times book and stops once the market agrees with the fund. Quad argues that the build-up of non-operating assets is what depresses return on equity and produces the discount [16].

The board has options. It can take the plan close to whole. It can raise the dividend and skip the cancellations. Or it can argue that the cash already has a use, and the Daeyang Jeonjang stake is the obvious candidate. The report does not include a response from Daeyang Electric or a price for that stake. On these figures I think a refusal on grounds of capacity is hard to make; a refusal would be a choice about priorities, or rather about whose priorities set the payout. That view is wrong if the stake, once priced, takes most of the cash, or if the company shows the cash is working capital the business needs.

The money demand comes with the governance complaint still attached. "The audit function has failed to work as a substantive check on directors' execution of their duties," the fund said. "We believe a more active role is needed." [15] The letter is one fund pressing one company, with a numeric target and a stop condition. On its own it does not show that Korean activists in general have moved to balance-sheet demands of this kind.

What to watch

  • Daeyang Electric's answer to the board letter by Oct. 16, and whether it includes share cancellation or only a dividend change.
  • A disclosed price and funding source for the Daeyang Jeonjang stake, which would show how much of the 122.7 billion won is already committed.
  • Whether Quad obtains the Daeyang Jeonjang board minutes or escalates over the largest shareholder's vote on the pay cap.
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