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State of the industry: BerryDunn's 3Q 2024 business valuation quarterly report

Our perspective on 3Q 2024 

By: Casey Karlsen,

Lexi Dysinger, CVA is a Senior Valuation Analyst in BerryDunn’s Valuation Services Practice Group. She provides analysis for valuations for gifting, estate planning, ESOPs, transaction support, and other purposes. She holds a Bachelor of Business Administration in Finance from Stetson University.

Lexi Dysinger
12.16.24

The election created a sense of anxiety and uncertainty among many people for a variety of reasons. One such concern was around how the election would affect business value. Elections often lead to changes in consumer behavior, new regulations, and changes in existing policies, directly affecting business operations and value. Furthermore, elections influence market conditions and the economy, impacting factors such as interest rates, tax policies, and government spending, which in turn affect the cost of capital and the overall business environment. With the election uncertainty now behind us, we can now start making more informed decisions. The increased certainty in the political landscape allows us to better assess geopolitical risks and their implications on business value.

In our ESOP sector, we continue to perform annual valuations to assist employee-owned companies with share repurchases upon employee retirement. We saw a pickup in that activity in the third quarter, as not all of our ESOP clients have a calendar year valuation date. We are actively preparing for our “ESOP season” as we approach the end of the calendar-year.

Meanwhile, other members of the valuation team have been focusing on assisting business owners with exit planning through their value acceleration service. Recently, Casey Karlsen from our valuation team presented about this topic at the Maine Tax Forum, highlighting its growing interest. The value acceleration exit planning framework is designed to help business owners identify and address value constraints and transferability limitations, but like turning a ship, it takes time. We recommend that business owners understand their strengths, limitations, and value at least five years before planning to exit. This proactive approach allows for a smoother transition and maximizes the business’s value.

We track trends in several databases of private company transactions, among them GF Data, Capital IQ, DealStats, and BIZCOMPS. As presented below, we saw a slight downturn in multiples in the third quarter of 2024. We also saw the number of transactions decrease slightly in the third quarter compared to the first and second quarters of 2024.

Don’t get too fixated on the multiples in this chart as an indicator of value for your company. Look at the trends. Multiples vary dramatically from industry to industry and business to business. If you are interested in exploring value drivers for your company, read this recent article.  

The value of privately held companies often isn’t as volatile as share prices for public companies. However, activity in the stock market provides general guidance that is often much more timely than data available for private companies.

There are a few indexes we keep an eye on. The S&P 500 is generally considered the go-to benchmark for stock market performance, although it is dominated by a handful of large tech stocks. The Russell Midcap Index cuts out the largest 200 companies in the Russell 1000 Index, keeping 800 US companies with market capitalizations between $2 billion and $10 billion. The Dow Jones Industrial Average is comprised of 30 “blue chip” US stocks that may be similar to many private companies.

Stock prices have followed a generally upward trend throughout the first three quarters of 2024.

Many drivers of business value can be influenced or controlled by the decisions of the business’s management team, including product diversification, brand recognition, and employee retention. Other drivers are outside of management’s control, such as inflation and unemployment rates. As summarized below, key drivers of the US economy generally remained near similar levels in 3Q as in 2Q.1

1 Source: Federal Reserve Economic Data, available at https://fred.stlouisfed.org/.

2 Indicates the likely effect on business value for most businesses. Depending on the business model, certain businesses may demonstrate an inverse relationship to economic variables compared to the market as a whole.

As many of our clients are located in New England, we’ve included a summary below of some of the key economic drivers that affect businesses in the Northeast3. If your business is headquartered outside of New England, reach out to us for an economic analysis specific to your market area. 

Economic activity  

Economic activity was roughly flat overall. Employment was unchanged and wages rose moderately. Prices increased only slightly, although isolated cost pressures were still noted. Retail and tourism led in terms of activity—including moderate gains in international travel—but still showed only slight growth on balance as consumers’ price sensitivity persisted or even intensified. Manufacturing revenues were down slightly amid weak demand at most firms. Demand and revenues were steady among software and IT services firms. Home sales posted modest gains from a year earlier despite an especially soft summer. Commercial real estate activity was flat but varied across property types. Sentiment for late 2024 and 2025 was cautiously optimistic on average but ranged from bullish, among tourism contacts, to pessimistic, among some manufacturers.

Labor markets  

Employment was flat net of seasonal increases, and wages increased further at a moderate pace. Among IT services contacts, headcounts were stable, and wage increases ranged from slight to moderate. Summer hiring on Cape Cod in retail and hospitality was facilitated by a resurgence in short-term visas for foreign-born workers as well as increased supply of domestic seasonal workers. Hotel contacts around Boston also reported a normalization of labor supply, notwithstanding the ongoing hotel worker strike in the area. Manufacturing employment was stable overall, but one firm paused hiring and incentivized early retirement, while another increased headcount slightly. Manufacturers reported either no changes in wages or standard raises, but one firm continued to face above-average wage pressures, and another reported a large increase in healthcare costs. The outlook for hiring was subdued, as only one contact (a manufacturer) planned to expand its headcount significantly in the coming months; at the same time, no contacts intended to make layoffs.

Prices 

Prices increased slightly on balance. Most manufacturers held output prices steady over the quarter, in one case despite a significant rise in healthcare costs, but one offered discounts in response to declines in input prices. Otherwise, manufacturers’ nonlabor costs (excluding healthcare) increased modestly, and one firm was concerned about increased uncertainty in shipping costs. Among IT firms, output prices increased slightly to adjust for inflation. Retail prices were stable despite slight input cost pressures. Hotel room rates in the Greater Boston area rose modestly on a year-over-year basis, though marking a step down from the pace reported in the previous quarter. Hospitality contacts on Cape Cod said that average rates for accommodations were down slightly this past summer from the previous one. Across all sectors, planned output price increases for 2025 were modest, and contacts did not express major concerns about cost pressures aside from healthcare and shipping.

Retail and tourism 

First District4 retail and tourism contacts reported slight growth in revenues in recent months. Retailers on Cape Cod had a strong summer season, with activity that was roughly level with the summer of 2023. An online retailer had stable revenues overall but observed a growing gap in sales volumes between promotional periods and off-promotion periods, especially for higher-priced items. Airline passenger traffic through Boston increased moderately year-over-year, with international travel up more than 15% over 2019 levels. Hotel occupancy in greater Boston rose modestly in August from earlier in the summer, consistent with seasonal expectations and on par with August 2023. Contacts are forecasting strong tourism and convention activity for Boston for the rest of 2024 and early 2025, supported by both domestic and international visitors. Retailers expressed cautious optimism that demand would hold steady moving forward.

Manufacturing and related services 

Manufacturing revenues were down slightly from the previous quarter. Most firms described demand as weak, although a frozen food producer reported strong growth in year-to-date revenues compared with the same period in 2023. For one contact, third-quarter revenues beat expectations despite declining slightly from a year earlier, while a semiconductor manufacturer said that recent results fell short of expectations because of an ongoing industrywide slump. Inventories rose modestly at selected firms, approaching higher-than-desired levels. Capital expenditures were consistent with previous plans, with one firm spending much more than last year to add a new production facility. Most firms expected stable or improving demand for the rest of 2024, but the outlook for 2025 was mixed. Half of contacts were either cautiously or unreservedly optimistic, but the other half perceived a high degree of uncertainty and feared that sales would fall short of targets.

IT and software services 

Among First District IT services contacts, demand and revenues held steady on average. Concerning revenues, one firm beat expectations with a healthy increase from the previous quarter, and another saw a temporary dip that was attributed to the firm’s transition to a subscription-based model. Capital spending was flat at very low levels or declining in one case due to increased reliance on cloud-based servers. Contacts held neutral-to-positive expectations for activity at their respective businesses, based on beliefs that demand for their products and services was on the rise. Nonetheless, contacts saw risks to the overall business climate from uncertainty surrounding the presidential election, and one firm worried that inflation could surge again and hurt its profit margins.

Commercial real estate 

Commercial real estate activity was stable on average, but office leasing fell short of seasonal expectations. In the Boston area, legal and financial tenants continued to provide decent office demand, but weak demand from high-tech firms persisted. The life sciences industry buoyed leasing activity in Providence, but not enough to drive meaningful changes in vacancy rates or rents. Contacts reported no recent office foreclosures, though many properties remained distressed. Industrial leasing was stable but on the slower side, especially for larger spaces, although industrial sales picked up moderately. Retail leasing was stable, and retail rents showed slight increases. Lending conditions remained tight relative to historical norms, especially for office properties, while funding was comparatively more available for industrial and multifamily properties. The outlook for the sector was mixed, with some contacts expecting no major changes in conditions and others expecting a significant increase in activity in 2025 as election-related uncertainty was resolved and interest rates fell further.

First District contacts described commercial real estate activity as flat overall. Office leasing slowed somewhat, as is typical for summer, but fell to an extremely low level in Hartford, CT. Office rents were flat, and office vacancy rates increased slightly. After having softened earlier in the year, industrial leasing was stable. Industrial vacancy rates remained extremely low, and industrial rents have reportedly stabilized at levels well above 2019 averages. The retail sector experienced steady demand, but tenants showed greater caution amid worries about consumer spending. Investment sales were flat, even though demand for non-office properties remained healthy. In general, bank lending to commercial real estate remained weak, but the CMBS market and life insurance companies continued to provide funding. However, one small regional bank expanded its (non-office) CRE portfolio modestly. Construction was flat or down slightly and still concentrated in the multifamily sector. For non-office properties, contacts expected stable, if restrained, activity going forward, reflecting elevated political and economic uncertainty. The outlook for office properties weakened further, as contacts expected a significant increase in foreclosures in the coming 12 months.

Residential real estate 

First District residential home sales in August 2024 were up modestly from a year earlier but were down slightly from June net of seasonal factors. Single-family home sales increased moderately on a year-over-year basis (to August 2024) in most states but fell slightly in Massachusetts. (No data were available for Connecticut.) Contacts in Massachusetts said that summer home sales were muted, even relative to seasonal norms, as prospective buyers waited for mortgage rates to fall further; the same contacts noted that home prices softened for two consecutive months but still increased moderately from a year earlier. Home prices were also up moderately from August 2023 in the other First District states, on average, but the price changes were somewhat mixed across markets. For-sale inventories rose substantially on a year-over-year basis (to August) in every market except Massachusetts, where inventories were flat from one year earlier. Contacts were guardedly optimistic that home sales would improve further in late 2024 and into 2025, based on the likelihood that mortgage rates would fall further during that period.

3 Quoted from the Beige Book – October 2024 from the Board of Governors of the Federal Reserve System.

4 The Federal Reserve System’s First District includes Connecticut (excluding Fairfield County), Massachusetts, Maine, New Hampshire, Rhode Island, and Vermont.

Where to find us

Casey Karlsen and Seth Webber are leading a four-part workshop series for business owners about increasing business value and liquidity. We previously summarized this content in a couple of blog posts (Session 1 and Session 2). Take a look if you missed us! The next session is February 11. Register to join us here. Each session is designed to stand alone, so don’t worry if you missed the first two sessions.

Erik Olson, Seth Webber, and Casey Karlsen will be hosting a transaction advisory overview session on January 15.

Interested in meeting the team? Please reach out to us. We would love to connect. 

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Lexi Dysinger, CVA is a Senior Valuation Analyst in BerryDunn’s Valuation Services Practice Group. She provides analysis for valuations for gifting, estate planning, ESOPs, transaction support, and other purposes. She holds a Bachelor of Business Administration in Finance from Stetson University.

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Lexi Dysinger

I leaned out of my expansive corner office (think: cubicle) and asked my coworker Andrew about an interesting topic I had been thinking about. “Hey Andrew, do you know what BATNA stands for?” I asked. Andrew, who knows most things worth knowing, indicated that he didn’t know. This felt good, as there are very few things that I know that Andrew doesn’t. 

BATNA, which stands for “best alternative to no agreement”, is very relevant to business owners who may at some point want to sell their business. It’s a relatively simple concept with significant implications in the context of negotiations, as the strength of your negotiating position depends on what happens if the deal falls through (i.e., if there is no agreement). Put another way, your negotiating position is dependent on your "next best alternative", but I’m pretty sure the acronym NBA is already being used.

If you have 100 potential buyers lined up, you have a strong negotiating position. If the first buyer backs out of the deal, you have 99 alternatives. But if you have only one potential buyer lined up, you have a weak negotiating position. Simple, right?

BATNA is applicable to many areas of our life: buying or selling a car, negotiating the price of a house, or even choosing which Netflix show to watch. Since I specialize in valuations, let’s talk about BATNA and valuations, and more specifically, fair market value versus investment value.

Fair Market Value

The International Glossary of Business Valuation Terms defines fair market value as “the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.”

Think about fair market value as the price that I would pay for, for example, a Mexican restaurant. I have never owned a Mexican restaurant, but if the restaurant generates favorable returns (and favorable burritos), I may want to buy it. Fair market value is the price that a hypothetical buyer such as myself would pay for the restaurant. 

Investment Value

The International Glossary of Business Valuation Terms defines investment value as “the value to a particular investor based on individual investment requirements and expectations.”

Think about investment value as the price that the owner of a chain of Mexican restaurants would pay for a restaurant to add to their portfolio. This strategic buyer knows that because they already own a chain of restaurants, when they acquire this restaurant, they can reduce overhead, implement several successful marketing strategies, and benefit from other synergies. Because of these cost savings, the restaurant chain owner may be willing to pay more for the restaurant than fair market value (what I would be willing to pay). As this example illustrates, investment value is often higher than fair market value.

As a business owner you may conclude “Well, if investment value is higher than fair market value, I would like to sell my business for investment value.” I agree. I absolutely agree. Unfortunately, obtaining investment value is not a guaranteed thing because of… you guessed it! BATNA. 

Business owners may identify a potential strategic buyer and hope to obtain investment value in the sale. However, in reality, unless the business owner has identified a ready pool of potential strategic buyers (notice the use of the plural here), they may not be in a negotiating position to command investment value. A potential strategic buyer may realize if they are the only potential strategic buyer of a company, they aren’t competing against anybody offering more than fair market value for the business. If there isn’t any agreement, the business owner’s best alternative is to sell at fair market value. Realizing this, a strategic buyer will likely make an offer for less than investment value. 

If you are looking to sell your business, you need to put yourself in a negotiating position to command a premium above fair market value. You need to identify as many potential buyers as possible. With multiple potential strategic buyers identified, your BATNA is investment value. You will have successfully shifted the focus from a competition for your business to a competition among strategic buyers. Now, the strategic buyers will be concerned with their own BATNA, rather than yours. And that’s a good thing.

We frequently encounter clients surprised by the difficulty of commanding investment value for the sale of their business. BATNA helps explain why business owners are unable to attain investment value. 

At BerryDunn, we perform business valuations under both the investment value standard and the fair market value standard.

If you have any questions about the value of your business, please contact a professional on our business valuation team

Article
BATNA: What you need to know

This is our second of five articles addressing the many aspects of business valuation. In the first article, we presented an overview of the three stages of the value acceleration process (Discover, Prepare, and Decide). In this article we are going to look more closely at the Discover stage of the process.

In the Discover stage, business owners take inventory of their personal, financial, and business goals, noting ways to increase alignment and reduce risk. The objective of the Discover stage is to gather data and assemble information into a prioritized action plan, using the following general framework.

Every client we have talked to so far has plans and priorities outside of their business. Accordingly, the first topic in the Discover stage is to explore your personal plans and how they may affect business goals and operations. What do you want to do next in your personal life? How will you get it done?

Another area to explore is your personal financial plan, and how this interacts with your personal goals and business plans. What do you currently have? How much do you need to fund your other goals?

The third leg of the value acceleration “three-legged stool” is business goals. How much can the business contribute to your other goals? How much do you need from your business? What are the strengths and weaknesses of your business? How do these compare to other businesses? How can business value be enhanced? A business valuation can help you to answer these questions.

A business valuation can clarify the standing of your business regarding the qualities buyers find attractive. Relevant business attractiveness factors include the following:

  • Market factors, such as barriers to entry, competitive advantages, market leadership, economic prosperity, and market growth
  • Forecast factors, such as potential profit and revenue growth, revenue stream predictability, and whether or not revenue comes from recurring sources
  • Business factors, such as years of operation, management strength, customer loyalty, branding, customer database, intellectual property/technology, staff contracts, location, business owner reliance, marketing systems, and business systems

Your company’s performance in these areas may lead to a gap between what your business is worth and what it could be worth. Armed with the information from this assessment, you can prepare a plan to address this “value gap” and look toward your plans for the future.

If you are interested in learning more about value acceleration, please contact the business valuation services team. We would be happy to meet with you, answer any questions you may have, and provide you with information on upcoming value acceleration presentations.

Next up in our value acceleration series is all about what we call the four C's of the value acceleration process. 

Article
The discover stage: Value acceleration series part two (of five)

This is the first article in our five-article series that reviews the art and science of business valuation. The series is based on an in-person program we offer from time to time.  

Did you know that just 12 months after selling, three out of four business owners surveyed “profoundly regretted” their decision? Situations like these highlight the importance of the value acceleration process, which focuses on increasing value and aligning business, personal, and financial goals. Through this process, business owners will be better prepared for business transitions, and therefore be significantly more satisfied with their decisions.

Here is a high-level overview of the value acceleration process. This process has three stages, diagrammed here:

The Discover stage is also called the “triggering event.” This is where business owners take inventory of their situation, focusing on risk reduction and alignment of their business, personal, and financial goals. The information gleaned in this stage is then compiled into a prioritized action plan utilized in future stages.

In the Prepare stage, business owners follow through on business improvement and personal/financial planning action items formed in the discover stage. Examples of action items include the following:

  • Addressing weaknesses identified in the Discover stage, in the business, or in personal financial planning
  • Protecting value through planning documents and making sure appropriate insurance is in place
  • Analyzing and prioritizing projects to improve the value of the business, as identified in Discover stage
  • Developing strategies to increase liquidity and retirement savings

The last stage in the process is the Decide stage. At this point, business owners choose between continuing to drive additional value into the business or to sell it.

Through the value acceleration process, we help business owners build value into their businesses and liquidity into their lives.

If you are interested in learning more about value acceleration, please contact the business valuation services team. We would be happy to meet with you, answer any questions you may have, and provide you with information on upcoming value acceleration presentations.

Read more! In our next installment of the value acceleration blog series, we cover the Discover stage.

Article
The process: Value acceleration series part one (of five)

Executive compensation, bonuses, and other cost structure items, such as rent, are often contentious issues in business valuations, as business valuations are often valued by reference to the income they produce. If the business being valued pays its employees an above-market rate, for example, its income will be depressed. Accordingly, if no adjustments are made, the value of the business will also be diminished.

When valuing controlling ownership interests, valuation analysts often restate above- or below-market items (compensation, bonuses, rent, etc.) to a fair market level to reflect what a hypothetical buyer would pay. In the valuation of companies with ESOPs, the issue gets more complicated. The following hypothetical example illustrates why.

Glamorous Grocery is a company that is 100% owned by an ESOP. A valuation analyst is retained to estimate the fair market value of each ESOP share. Glamorous Grocery generates very little income, in part because several executives are overcompensated. The valuation analyst normalizes executive compensation to a market level. This increases Glamorous Grocery’s income, and by extension the fair market value of Glamorous Grocery, ultimately resulting in a higher ESOP share value.

Glamorous Grocery’s trustee then uses this valuation to establish the market price of ESOP shares for the following year. When employees retire, Glamorous Grocery buys employees out at the established share price. The problem? As mentioned before, Glamorous Grocery generates very little income and as a result has difficulty obtaining the liquidity to buy out employees.

This simple example illustrates the concerns about normalizing executive compensation in ESOP valuations. If you reduce executive compensation for valuation purposes, the share price increases, putting a heavier burden on the company when you redeem shares. The company, which already has reduced income from paying above-market executive compensation, may struggle to redeem shares at the established price.

While control-level adjustments may be common, it is worth considering whether they are appropriate in an ESOP valuation. It is important that the benefit stream reflect the underlying economic reality of the company to ensure longevity of the company and the company’s ESOP.

Questions? Our valuation team will be happy to help. 

BerryDunn’s Business Valuation Group partners with clients to bring clarity to the complexities of business valuation, while adhering to strict development and reporting standards. We render an independent, objective opinion of your company’s value in a reporting format tailored to meet your needs. We thoroughly analyze the financial and operational performance of your company to understand the story behind the numbers. We assess current and forecasted market conditions as they impact present and future cash flows, which in turn drives value.

Article
Compensation, bonuses, and other factors that can make or break an Employee Stock Ownership Plan (ESOP)