Licensed Financial Services Provider EXTRACT TAKEN FROM: Premiums & Problems Edition No. 113 July 2016 Open Rubric Business Assurance Extract Premiums and Problems Edition 113 Business Assurance Valuing Business Interests 1. Introduction Placing the correct value on a business is a difficult and involved exercise. Various methods, assumptions and techniques can be used as well as numerous adjustments to the underlying cash flows, income statement and balance sheet items before a reasonable valuation can be reached. It is expected to have different valuation results given by different valuators, advisors and underwriters, potentially leading to confusion and disagreements. This section aims to reduce and ultimately limit any potential disagreements by discussing the basic principles underlying the valuation of a business, plus going into some detail on the different valuation methods and assumptions used in the market. Please note that these are guidelines and great care is required when valuing a business. They need to be interpreted in line with the specifics of the business being valued. In no way can these principles be applied without serious consideration of the specific situation being analysed. 2. Assumptions used in business valuations The assumptions used when valuing a business are of critical importance and can significantly affect the final valuation result. Particularly important is the fair rate of return used in the business valuation. The fair rate of return is the annual return an investor should expect to receive should the capital be invested in a reasonable similar business in the same industry. A reasonable rate of return would range between 10% and 20% depending on the business historical performance. It is thus important to assess the “riskiness” and “track record” of the business being valued and to adjust the assumptions accordingly. 3. Valuation methods The methods used to value a business entity could vary depending on the purpose of the valuation. The following four valuation methods should be viewed from a life insurance business cover perspective. For example buy and sell valuations are different from contingent liability. When assessing buy and sell cover, we need to establish the respective entity’s worth from either a net assets or an income generating ability point of view. This then differs with the issue of contingent liability cover, as some of the new established business entities will probably run with a negative net asset value due to the outstanding loans and other liabilities. It is therefore essential to establish whether the business entity can still service the loans, meet its financial obligations (including expected premium payments of the proposed life insurance business policies) and stay profitable. Some underwriting challenges include: Inflated values; and Deciding on whether the assumptions are optimistic or pessimistic. The basic assumption is that the value will change over time. An upward trend is always welcomed as opposed to a downward trend. There is always a wide gap between projections and reality. 3.1. Intrinsic Value Method This method is particularly applicable to investment and property businesses, because the values of these businesses are mainly in the assets. The intrinsic value method values the business as the difference between the assets and liabilities; it is also called the “net asset value” method. Business Assurance Extract Premiums and Problems Edition 113 Steps: (a) Establish the total value of the assets at an acceptable market value. (b) Establish the total liabilities. (c) Deduct the liabilities from the market value of the assets. Step (c) gives the intrinsic value of the business. To calculate the value of a particular individual’s share in the business, multiply the Intrinsic Value by the percentage of the individual’s interest. Example: Assets R8 700 000 Fixed assets Current assets R6 200 000 R2 500 000 Liabilities R3 700 000 Long-term liabilities Current liabilities R2 500 000 R1 200 000 Intrinsic Value R5 000 000 If there are three partners, namely A, B and C, with ownership percentages of 35%, 40% and 25% respectively, their individual interest in the business would be: A: 35% x R5 000 000 = R1 750 000 B: 40% x R5 000 000 = R2 000 000 C: 25% x R5 000 000 = R1 250 000 Advantages of using the Intrinsic Value Method: This method can be used if the business entity’s value is demonstrated mainly in its assets. The calculations are easy as the figures are taken directly from the balance sheet. Disadvantages of using the Intrinsic Value Method: This method does not take any future growth in the business into account. On some occasions the book value is far below the real market value. There are no guidelines for establishing the market value of assets unless you involve a valuation expert. It is hardly used in the first 5 years of the life of a business entity, as a result of the small expected net asset value due to the loan accounts and accumulation of other liabilities. 3.2. Earnings Yield Method This method is applicable where the asset base is not directly related to the earning potential of the business, for example a business that provides professional services or a trading business. The actual value is derived from the net earned income after tax generated from the services delivered. Business Assurance Extract Premiums and Problems Edition 113 Steps: a. Establish the expected future annual net income after tax: aa. The current net income after tax can be taken straight from the income statement. bb. Multiply this figure by an appropriate annual increase factor to calculate the future expected net income after tax. b. Establish a reasonable fair rate of return. c. Capitalise the annual future net income at the fair rate of return. Example: Current annual net income after tax R1 500 000 Expected annual growth factor 10% Expected future net income after tax R1 500 000 + (R1 500 000 X 10%) R1 650 000 Fair rate of return 15% (Assuming a well-established business) Earning yield value R1 650 000 ÷ 15% R11 000 000 Notes: It is important to consider the net earnings in detail. Once off amounts, such as exceptional profits, or major expense outlays, can impact the net income of the business in a particular year, and should sometimes be excluded. This is a complicated area and care must be taken to only adjust the income where really deemed appropriate. It is recommended that the income used should be net of all expenses and tax. Advantages of using the Earnings Yield Method: This is a forward looking method and values the future net income streams of the business. It is a good method because it is based on the present value of the expected future income. Therefore it provides the assessor with an idea of the possible future earnings of the business entity assuming optimal or steady economic growth. This method is most applicable where the asset base is not directly related to the earning potential of the company, e.g. services companies. It is widely used in the insurance industry. Disadvantages of using the Earnings Yield Method: Care must be taken when considering the appropriate fair rate of return. This method ignores the capital employed in the business. It treats the profits as ceaseless. Business Assurance Extract Premiums and Problems Edition 113 3.3. Dividend Yield Method This method is applicable when valuing minority shares in a larger established business that provides a steady stream of dividend income. Steps: (a) Establish the future dividend declaration. This can be calculated from the current dividend declaration. (b) Multiply the current dividend declaration by an appropriate annual increase factor to calculate next year’s dividend declaration. (c) Establish a fair rate of return. (d) Capitalise the annual future dividend declaration. (e) Multiply this capitalised value by the number of shares held. Example: Annual dividend per share Expected annual growth R45 10% Expected future dividend declaration R45 + (10% x R45) Fair rate of return R49.50 15% (Assuming a well-established business) Capitalised value of each dividend R49.50 ÷ 15% R330 Assuming 1000 shares held Dividends yield value 1000 X R330 R330 000 Advantages of using the Dividend Yield Method: Most suitable when valuing shares related to a small percentage shareholding in a business entity. Disadvantages of using the Dividend Yield Method: Seldom used in the insurance industry; Ignores the assets value. The assessor should consider the historical performance of the dividends over a sufficient period of time before starting the calculations 3.4. Super Profits Method The super profits method is essentially a combination of the intrinsic value method and the earnings yield method. It thus takes the asset value as well as the future expected income of the business into account with the intention of arriving at a business value. It is an appropriate method to use where the value of the business is contained in its assets as well as in its future earning potential. Business Assurance Extract Premiums and Problems Edition 113 The super profits method takes into account the present value of the future expected earnings, assuming a reasonable fair rate of return is used. These “super” earnings or profits are then capitalised over a predetermined period, during which the business is reasonably expected to maintain this high level of return on investment. A five-year period is commonly used for the purpose of this time value of money calculation. Once the present value of the super profits during the proposed five-year period has been calculated, the net asset value of the business is added to arrive at the total business value. Steps: (a) Establish the net assets employed in the business after deducting liabilities i.e. establish the intrinsic or net asset value. (b) Determine the annual expected income after tax. These allow for the super profits expected. (c) Determine a reasonable fair rate of return and the number of years over which super profits are expected e.g. 5 years. (d) Calculate what is considered as fair income i.e. the assets employed X a reasonable fair rate of return. (e) Calculate the super profits i.e. the projected income – the calculated fair income. (f) Calculate the discounted value of super profits over a number of years by using the assumptions. (g) Calculate the final value of the business = value of assets (Step a) + discounted value of super profits (Step f). Example: Total capital employed R5 000 000 Total net assets R4 000 000 Expected annual income per year from this capital (Expected annual income estimated for the next five years) Fair rate of return (low risk investment) Projected income from capital employed R5 000 000 X 15% R850 000 15% R750 000 Super profits per year (Expected annual income – projected income from capital) R850 000 – R750 000 Discounted value of super profits at 15% over 5 years to present value. R100 000 x 3.35 Total value of the business R100 000 R335 000 (Total net assets + the discounted value of super profits) R4 000 000 + R335 000 R4 335 000 Business Assurance Extract Premiums and Problems Edition 113 Advantages of using the Super Profits Method: This method is the most suited for valuing a majority holding in a business entity. It takes both asset value as well as expected income into account, offering a fair approach to the valuation. Disadvantages of using the Super Profits Method: It is a complicated method and care needs to be taken when it is used. The results can be easily influenced by changing the assumption. It can be used to enhance the business valuation but often either the intrinsic or earnings yield methods are broadly preferred in the life assurance industry.