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

Our perspective on 1Q 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
07.02.24

There’s an old folk story about two men who had a contest to see who could cut the most firewood in a day. One of the men, an energetic young man, was confident he would be the winner. Much to his surprise, his opponent, a wise old man, bested him. “How did you beat me? I saw you taking all those breaks in the shade of that tree!” the young man exclaimed. The wise old man chuckled and said, “What breaks? I was sharpening my axe!”

Summer is when we sharpen our axes. For the valuation team, the year typically gets off to a busy start with ESOP clients looking for an updated share price. Additionally, many business owners began making decisions—buying or selling companies and planning for ownership transitions—in the spring after reviewing financial results for the prior year.

By summer, this activity is winding down. Things never quite get slow, but in the summertime, we make time to set ourselves up for sustainability during the busy times. Our summers are full of training analysts, getting acquainted with future talent through our intern program, refining templates, and exploring new ways to help our clients create, grow, and protect value.

We also spend a little more time digesting economic trends and forecasts and considering what implications these variables may have on business value.

We track trends in several databases of private company transactions, among them GF Data, Capital IQ, DealStats, and BIZCOMPS. As presented below, transaction volume normalized following a decrease in interest rates. Transaction volume peaked in the last quarter of 2021.1

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.  

1Used with permission from GF Data Resources, LLC. All recipients of this Quarterly Valuation Update agree to be subject to and comply with GF Data’s Terms of Use.

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

There are a few indexes we keep an eye on. Although the S&P 500 is dominated by a handful of large tech stocks, it is generally considered the go-to benchmark for stock market performance. 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.  

After rebounding from a decline in November and December of 2023, stock prices have continued to rise throughout the first quarter 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. Below is a table summarizing several key drivers of the US economy.2

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

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 Northeast. If your business is headquartered outside of New England, reach out to us for an economic analysis specific to your market area. 

Economic activity  

Business activity expanded at a modest pace in recent weeks, prices rose slightly, and employment was flat overall. Convention and tourism activity grew at a robust pace, but retail sales increased only modestly. Manufacturers reported slight revenue growth, while software and IT services firms had flat revenues recently despite strong year-over-year growth in sales. Residential home sales increased by moderate margins from a year earlier, the first such increase in over two years. Activity in the commercial real estate sector—including construction—picked up slightly, on balance. The sector’s outlook also improved a bit, but the risk of financial distress for large office buildings remained elevated. In other sectors, contacts ranged from cautiously optimistic to bullish concerning the outlook, largely in line with the strength of their own recent results.

Labor markets  

Employment was unchanged overall, but labor market conditions were mixed. One large retailer enacted substantial layoffs in a bid to boost profitability, but no other contacts (in any sector) reported layoffs. Restaurant employment increased modestly on the strength of sustained demand and increased supply. Tourism-related employment in greater Boston was flat as firms struggled to reach desired staffing levels. Employers on Cape Cod also faced challenges filling jobs as rising housing costs priced more workers out of the Cape. Software and IT employment increased slightly, and manufacturing employment was flat or down slightly where there was attrition. Wages increased at a moderate pace on average. Contacts did not expect major changes in labor market conditions moving forward, although tourism contacts hoped that an upcoming career fair would help attract more workers for the busy summer season.

Prices 

Prices increased only slightly overall. Retailers reported modest input price increases, and one remarked that recent shipping disruptions overseas had not yet affected its suppliers. Hotel room rates in greater Boston were stable recently, net of seasonal factors, and were up moderately from a year earlier, marking a notably slower pace of growth compared with 2023. Nightly room rates on Cape Cod were flat compared with last year. Software and IT services prices were stable. Manufacturers mostly held prices steady, but some reduced their output prices (either slightly or moderately) in response to declining input prices; those experiencing cost increases, by contrast, reported that they had raised prices moderately. For the most part, the outlook called for slow further price growth moving forward. However, one manufacturing contact, having held prices steady over an extended period, was considering a significant price increase to compensate for accumulated cost pressures.

Retail and tourism 

First District5 retail and tourism contacts reported a moderate upswing in sales in the first quarter of 2024 from late 2023, net of seasonal factors. An online retailer boosted its market share and experienced modest revenue growth despite sluggish industrywide performance. Airline passenger traffic through Boston increased at an above-average pace in recent months, with total passengers now exceeding pre-pandemic levels. Domestic travel remained below pre-pandemic levels because of the incomplete recovery of business travel, but growth in international travel more than compensated. Hotel occupancy in greater Boston increased at a strong pace, exceeding seasonal norms, fueled in part by robust convention activity and sporting events. On Cape Cod, retailers and hoteliers said revenues were on par with one year earlier, a modest improvement from the previous report. The outlook for tourism and convention activity in 2024 remained very bullish, and Cape Cod hotel bookings for the remainder of the year looked on track to match those from 2023. In contrast, retailers were only cautiously optimistic.

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

Manufacturing and related services 

Manufacturing revenues were about flat on balance, with half of contacts reporting moderate gains in sales over the cycle and the other half experiencing moderate losses. Capital expenditures were mostly unchanged but on balance exceeded typical levels, as two firms were in the process of expanding or upgrading their plants. Contacts were uniformly optimistic for the remainder of 2024, projecting steady to moderately higher sales moving forward; in one case, however, that still meant that total sales in 2024 would fall short of their 2023 levels. The positive forecasts were based largely on firms’ own recent demand trends, but one contact cited the prospects of productivity gains from AI and expected cuts in the federal funds rate as additional sources of optimism.

IT and software services 

Contacts in IT and software services said that demand and revenues were mostly stable in recent months. On a year-over-year basis, revenues increased by moderate to large margins for all firms. Those latter growth rates were about on par with those of the previous quarter and exceeded expectations in one case. Furthermore, the growth was attributed to factors that had boosted real demand, such as the transition to subscription-based business models. Capital and technology spending was unchanged, and no future changes were anticipated. Contacts expected demand to hold fairly steady at strong levels in the next quarter. One contact noted that the time required to close deals had increased of late, but the implications for their revenues were not yet clear.

Commercial real estate 

Commercial real estate activity in the First District increased slightly on balance since February. Industrial leasing activity slowed a bit due to a lack of inventory, and industrial rents faced slight upward pressure. In the office market, leasing activity held mostly steady at a slow pace, but one Boston contact detected a modest increase in tenant demand; office rents were mostly stable but fell slightly for lower-quality spaces. Leasing activity strengthened modestly for retail properties, with deals concentrated in restaurant- and grocery-anchored centers. Construction activity picked up a bit, primarily in the industrial market but also for retail and hospitality projects. Contacts noted an uptick in refinancing activity for office properties with maturing loans, but borrowers often had to add equity. The investment sales market was nonetheless still “frozen,” as investors waited for interest rates to come down, and large banks remained on the side lines. The outlook improved modestly, as contacts expected leasing activity to either hold steady or increase by late 2024, including for small-to-medium sized office buildings. Contacts remained concerned that certain office properties faced elevated foreclosure risks.

Residential real estate 

For the first time in over two years, residential home sales increased on a year-over-year basis in all First District states that were contacted (Connecticut furnished no data). Closed single-family sales increased at a moderate pace on average (from February 2023 through February 2024) and were led by robust gains in Vermont, Maine, and Rhode Island. Condominium sales fared even better than single-family sales over the same period, with strong overall growth and very large increases in those same three states. Massachusetts posted only modest increases in home sales, although greater Boston had above-average results within the state. Contacts attributed the stronger sales to a combination of recent declines in mortgage rates and increases in property listings but emphasized that inventories remain well below desired levels. Home prices increased at a strong pace from one year earlier, similar to what was last reported. Contacts were optimistic for a strong spring buying season, provided the tight inventory situation showed further improvement.

  • To learn more about ESOPs, here is a brief overview of ESOPs we put together. 
  • Interested in learning more about business valuations? Pick up a copy of our book, A Field Guide to Business Valuation.
  • Today’s business reading, suggested by analyst José Calvo, is Blue Ocean Strategy by W. Chan Kim and Renée Mauborgne. 

Where to find us

Cameron Scott will be attending the 2024 FOX Family Office & Wealth Advisor Forum in Chicago on July 15th through July 17th.

Seth Webber and Casey Karlsen will be presenting a webinar titled “Exit Planning: Helping Business Owners Increase Value and Liquidity” through Business Valuation Resources on August 6th at 1 pm ET. 

Meridith Byrne and Seth Webber will be attending the New England Chapter of The ESOP Association’s Fall Conference in Springfield, Massachusetts on October 15th and October 16th.

Casey Karlsen will be presenting a session titled “Exit Planning and Value Acceleration” at the Maine Tax Forum on November 7th.

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. 

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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.

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