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State of the industry: BerryDunn's business valuation quarterly report for 2Q 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
09.05.24

As we look ahead to fall, here’s a glimpse of what summer was like:

Summer is when the valuation team prepares for the busy times ahead. While our work never truly slows down, we take this opportunity to help ensure we’re well prepared during the busy times. Our summer was full of initiatives like 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 spent a little more time digesting economic trends and forecasts and considering what implications these variables may have on business value.

Although summertime is a generally slower time for the valuation team, we’ve seen a notable increase in M&A activity. Transactional activity often follows interest rate trends. We’ve seen activity pick up significantly in the last nine months under the current stable interest rate environment. As rates drop, more deals are sure to follow.

Regarding estate planning, transferring a valuable business interest may become significantly more expensive in 2026. Federal gift and estate tax lifetime exemption amounts are at all-time highs; currently, $13.6 million per individual in 2024. Individuals should be aware of the scheduled sunset of the above-referenced amounts in 2025 with reversion back to previous levels of $5.0 million (adjusted for inflation). Further reading on this topic can be found here.

In our ESOP sector, we continue to perform annual valuations to assist employee-owned companies with share repurchases upon employee retirement. Not all of our ESOP clients have a calendar-year valuation date, so we start to see some of that activity pick up in the third quarter.

Another area where we remain busy is exit planning for business owners. Our goal is to engage with business owners at least five years prior to an exit so there is still time to make course corrections. If business owners delay the process of preparing for a transition, their odds of a successful transition diminish dramatically.

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 uptick in multiples in the second quarter 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 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.  

Stock prices have followed a generally upward trend throughout the first and second 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. According to Federal Reserve Economic Data, key drivers of the US economy generally remained near similar levels in 2Q as in 1Q.

1 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 Northeast, as quoted from the Beige Book - July 2024. 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. Employment was flat amid slow wage growth, and prices increased slightly. Tourism activity rose moderately, while retail sales edged up but generally remained subdued. Sales of new automobiles rose, manufacturers reported modest revenue growth, on average, and software and IT services firms saw moderate revenue gains. Residential home sales increased on a year-over-year basis, supported in part by improvements in inventory levels. Overall commercial real estate activity was flat, on balance, with stable industrial leasing, steady increases in the retail sector, and seasonably slow office activity. However, the outlook for office properties weakened further as contacts expect rising foreclosures. On balance, the economic outlook was cautiously optimistic, but selected contacts expressed greater uncertainty related to the demand later this year being potentially restrained by the upcoming election.

Labor markets  

Employment was unchanged overall, and wages increased at a slight pace. Labor demand held steady with several retail and tourism contacts noting improvements in the available labor supply. In particular, Cape Cod contacts noted normal levels of availability of foreign-born workers through short-term visa programs, which support the seasonal labor demand in the area. Hotel contacts around Boston also reported a normalization of the labor supply across the city and noted that they were finally adequately staffed. Automotive mechanics—across all skill levels—remain in short supply in New Hampshire, but the shortage is most acute for collision repair workers. Headcounts were steady among manufacturers. On balance, manufacturers reported little change in their ability to find qualified workers during the second quarter, but several noted that hiring remains more difficult than before the pandemic. Average manufacturing wages rose slightly, with a small number of firms noting continued wage pressures. A software and IT services contact and a manufacturing contact each noted that they plan to boost hiring in the near term, but in general, hiring plans remain muted across sectors, and new hires are primarily used to replace attrition.

Prices 

Prices increased at a slight pace, on average, and movements in input costs were mixed. Most manufacturing contacts noted either small increases, or no change, in both input costs and finished prices; in contrast, one seafood manufacturer reported modest declines in both. Input costs at an online retailer have remained stable despite pressures in some shipping lanes. Hotel room rates in the Greater Boston area have risen moderately year-over-year, but hospitality contacts on Cape Cod reported average nightly room rates for the season to be flat compared with last year. Prices for software and IT services increased slightly, on balance, during the second quarter, but one contact noted a marked slowing of input cost increases. Office and industrial rent prices were flat with slight increases in retail rents. Residential homes prices across the First District2 rose moderately despite some improvement in inventory levels.

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

Retail and tourism 

First District retail contacts reported slight growth in recent months, on balance, while tourism contacts saw moderate growth, net of seasonal factors. An online retailer noted an intensifying pressure to offer discounts on lower-cost items but also saw an uptick in sales for their higher-end products. Automotive dealers in New Hampshire experienced increased sales of new vehicles in recent months and continued strength in the recreational and power-sports segments of the market (that is, RVs and ATVs). Mainstreet retailers on Cape Cod have had a slightly above average start to the season with fewer store vacancies than in recent years. Airline passenger traffic through Boston increased moderately year-over-year, with significant gains from Caribbean and European travel. Hotel occupancy in greater Boston rose notably, boosted importantly by the NBA finals and several large conventions. Tourism and convention activity for Boston in 2024 is expected to grow, and Cape Cod contacts anticipate a seasonably strong summer. On balance, retailers were cautiously optimistic.

Manufacturing and related services 

Manufacturing revenues rose modestly through the second quarter. All firms contacted noted slight increases in demand, though one reported sales falling short of high expectations. Average input costs and sale prices remained flat in recent months, but results were mixed across firms. Wages rose slightly, with two firms pointing to significant wage pressure. On balance, headcounts remained level with no recent employment growth. A contact discussed ongoing efforts to recruit workers in anticipation of a new facility opening in the immediate future. One contact noted the role of limited housing supply restricting the ability to increase headcount as desired. Most firms reported unchanged plans for capital spending, but some pointed to new investments, including expanded facilities and clean energy solutions. Most contacts report optimistic outlooks with rising sales throughout the remainder of 2024.

IT and software services 

First District contacts in software and IT services reported, on balance, stable demand and continued moderate revenue growth in recent months. Two contacts noted small price increases for their products and services. One contact noted that the significant input cost increases they had experienced over the past two years are moderating, and another contact expects cost savings from transitioning to third-party cloud servers. Headcounts and wages remained unchanged across contacts. Contacts had mixed outlooks but generally predicted steady demand. Concerns included pressure from their customers to focus on AI integration strategies and uncertainty surrounding the upcoming elections restraining some customer decisions. Despite those concerns, contacts overall expressed optimism surrounding continued moderate demand and waning inflationary pressures.

Commercial real estate 

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 

Contacts in housing markets across the First District reported annual growth in inventory. Rhode Island, Maine, Vermont, and New Hampshire all reported significant increases in the number of single-family homes and condos on the market in May. In contrast, inventory levels in Massachusetts were comparable to those from a year ago. These inventory changes were accompanied by moderate annual growth in both prices and in the number of closed sales. Contacts noted that despite these improvements, the inventory levels remain short of a balanced market. The resulting imbalance leaves some buyers in the position of having to compete for desired properties, but others noted that the upward trends could produce a more favorable environment for buyers in the months ahead.

Where to find us

  • Casey Karlsen and Seth Webber will be leading a four-part workshop series for business owners about increasing business value and liquidity beginning on October 8.
  • Lexi Dysinger, Meridith Byrne, and Seth Webber will be attending the New England Chapter of The ESOP Association’s Fall Conference in Springfield, Massachusetts on October 15 and October 16.
  • Casey Karlsen will be presenting a session titled “Exit Planning and Value Acceleration” at the Maine Tax Forum on November 7.
  • 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. 

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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)