Frequently Asked Questions

Stout Restricted Stock Study Frequently Asked Questions (FAQs)

 

Thank you for visiting the FAQ page for the Stout Restricted Stock Study™. If you're unable to find the answer you are looking for, please contact us at 1-503-479-8200 or customerservice@bvresources.com and we are happy to help.

Q: What is the legend for study data?

A:

Term Used in Report
Excel Format Field Name
Definition
N/A
TransactionID
 Transaction ID number used to track transactions.
SIC Code
SIC
 4-digit Standard Industrial Classification industry identifier.
NAICS Code
NAICS
 6-digit North American Industry Classification System industry identifier.
Name
Company
 Company name.
Ticker
Ticker
 Exchange identification designation as of the date of the private placement.
Exchange
Exchange
 Exchange on which company floats its shares as of the transaction date. AMS, AMEX = American Stock Exchange; NYS, NYSE = New York Stock Exchange; NMS, NASDAQ = Nasdaq National Market System; OTC BB = Over-The-Counter Bulletin Board; OTC = Over-The-Counter Pink Sheets; OTH = Other
Transaction Agreement Date
AgreementDate
 Date the Stock Purchase / Subscription Agreement was entered into.
Transaction Announcement Date
AnnounceDate
 Date of the first public press release disclosing the terms of the transaction.
Transaction Closing Date
ClosingDate
 Date of transaction closing. If the actual date is unknown, the 15th of the month is used.
Transaction Representative Date
RepresentativeDate
 If the Agreement Date is available, the Representative Date is the day prior to the Agreement Date. If the Agreement Date is unavailable, the Representative Date is the date prior to the earlier date between the Announcement Date and the Closing Date. This date is used for consistency in finding figures for volatility, VIX, and other variables.
Time to Register
TimeToRegister
 Days between the Transaction Closing Date and the Registration Effective Date.
Registration Rights
RegRights
 This variable can be “Yes” (the stock was issued with registration rights), “No” (the stock was not issued with registration rights) or left blank (there is not enough information available to determine with certainty whether or not the stock was issued with registration rights). Registration rights tend to improve the marketability of restricted stock. See the companion guide for more information on different kinds of registration rights.
Registration Filing Date
RegFilingDate
 The date that the company filed for registration rights.
Registration Effective Date
RegEffectiveDate
 The date that the registration rights became effective.
Holding Period
HoldingPeriod
 The amount of time the restricted stock must be held, based on the SEC rulings at the time of the restricted stock transaction. All transactions occurring before April 1, 1997 are labeled with a two-year holding period. All transactions occurring on or after April 1, 1997 and before November 15, 2007 are labeled with a one-year holding period. All transactions occurring on or after November 15, 2007 are labeled with a six-month holding period.
Transaction Discount
TransactionDiscount
 The percentage difference between the private placement price per share and the market trading price per share. Discounts are reported as positive figures, and premiums are reported as negative figures. If stated explicitly in the language describing the private placement, the Transaction Discount represents the discount agreed to between the issuer and purchaser. If not stated, the Transaction Discount is based on the difference between the private placement price per share and the closing market trading price as of the day prior to the Agreement Date. If the Agreement date is not known, the market price represents the closing market trading price as of the day prior to the first to occur of the Announcement Date or the Closing Date.
Stated Discount
DiscountStated
 The discount explicitly agreed to between the issuer and the purchaser.
Discount Transaction Date
DiscountTransDay
 The discount based on the difference between the private placement price per share and the closing market trading price as of the day prior to the Closing Date.
Discount Announcement Date
DiscountAnnounceDay
 The discount based on the difference between the private placement price per share and the closing market trading price as of the day prior to the Announcement Date.
Discount Agreement Date
DiscountAgreementDay
 The discount based on the difference between the private placement price per share and the closing market trading price as of the day prior to the Agreement Date.
Offering Price
PricePerShare
 The gross per-share sales price for the shares sold in the transaction. Not presented on a net basis (net of fees, costs, etc). The source is usually news reports or the company’s annual report on form 10-K for the year of the transaction.
Transaction Day Close
TransDayClose
 Closing market trading price on the trading day immediately preceding the Transaction Closing Date.
Agreement Day Close
AgreementDayClose
 Closing market trading price on the trading day immediately preceding the Transaction Agreement Date.
Announcement Day Close
AnnounceDayClose
 Closing market trading price on the trading day immediately preceding the Transaction Announcement Date.
Volume
Volume
 Aggregate number of shares traded during the 30 calendar days prior to the transaction.
Shares Placed to Volume Ratio
SharesPlacedToVolume
 The total shares offered in the transaction, expressed as a ratio of total trading volume for the month in which the transaction occurred.
Shares Outstanding
SharesOutstanding
 Total number of common shares outstanding prior to the transaction. A number of different sources have been used to determine shares outstanding, including the statement of shareholders’ equity, the notes to the company’s financial statements, the latest quarterly reports prior to the transaction, and various news reports and other sources.
Shares Placed
SharesPlaced
The total number of shares sold in the transaction. The source is usually news reports or the company’s annual report on form 10-K for the year of the transaction.
Gross Placement Amount
GrossPlacementAmount
 Shares offered times the offering price.
Net Placement Amount
NetPlacementAmount
 Shares offered times the offering price minus fees. The fees must be explicitly stated in the terms of the transaction for this value to be reported.
Block Size
BlockSize
 Shares Placed divided by Shares Outstanding after the private placement.
Volume to Shares Outstanding
VolumeToSharesOutstanding
 Volume divided by Shares Outstanding.
Market Value
MarketValue
 The market value of the firm, for each transaction, is determined on a pre-deal basis. The market value is calculated by multiplying shares outstanding before the private placement with the high-low average market price for the stock for the month prior to the transaction. In $000s.
Book Value
BookValue
 Shareholder’s Equity. Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
MTB Ratio
MTBRatio
 The market-to-book ratio is determined by dividing the total market value of the firm, pre-transaction, by the book value of the firm.
Intangible Assets
IntangibleAssets
 Usually Goodwill. Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s
Total Current Assets
TotalCurrentAssets
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Total Current Liabilities
TotalCurrentLiabilities
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Total Assets
TotalAssets
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Debt
TotalInterestBearingDebt
 Debt equals the company’s total interest bearing debt as of the end of the most recent fiscal year prior to the transaction. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Total Liabilities
TotalLiabilities
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Retained Earnings
RetainedEarnings
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest fiscal quarter end for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Total Revenues
TotalRevenues
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
EBITDA
EBITDA
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
EBIT
EBIT
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Depreciation/Amortization Expense
DepreciationAmortization
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Interest Expense
InterestExpense
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Pretax Income
PretaxIncome
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Net Income
NetIncomeBeforeExItems
 Determined as of the end of the most recent fiscal year prior to the transaction for financial firms, or as of the latest twelve months for all other firms. The source is usually the company’s annual report on form 10-K for the year of the transaction. In $000s.
Prior Year Dividend ($)
PriorYearDividendsPerShare
 All dividends on common stock, declared for the last fiscal year prior to the transaction. The source is usually the company’s annual report on form 10-K for the year of the transaction.
EBIT Margin (%)
EBITMargin
 Operating Income divided by Total Revenues.
Net Profit Margin (%)
NetProfitMargin
 Net Income divided by Total Revenues.
Volatility (%)
Volatility
 The annualized standard deviation of the continuously compounded rate of return on the Company’s common stock. The standard deviation was determined by examining the week-over-week difference in the weekly closing price, analyzed over the one-year period prior to the transaction date.
Z-Score
ZScore
Altman's Z-score is a measure of the probability of a company entering bankruptcy within the next two years. The higher the value, the lower the probability of bankruptcy. A score above 3 indicates bankruptcy is unlikely, while a score below 1.8 indicates that bankruptcy is possible.
Dividend Yield (%)
DividendYield
 Dividend divided by market price per share.
VIX
VIX
 CBOE Volatility Index value as of the transaction date. Values for the 6-month trailing average, 3-month trailing average, 1-month trailing average, and daily close are provided.
N/A = Not Applicable  

Q: How does Stout review the data they consider adding to the database?

A: To ensure the data is of the highest quality, a rigorous and comprehensive screening process is employed that eliminates over 95% of all restricted stock placements. Primary screening criteria include:

  • Ensuring the stock was issued at arm’s length and not to an affiliate of the company in connection with a merger or acquisition, in exchange for services, or in connection with any other transaction that could cast doubt on the fair market value of the stock
  • Rejecting transactions that are not “plain vanilla”
  • Eliminating transactions where warrants were attached
  • Confirming the buyer and seller had no special contractual arrangements that might affect the buyers’ upside or downside in the deal
  • Verifying the stock was not registered, and became fully marketable either prior to the transaction or within 30 days after the transaction

Please see Section IV of the Stout Restricted Stock Study Companion Guide for a full list of screening criteria and an expanded explanation.

Q: Is there an FAQ page for the DLOM calculator?

A: Yes, you can view it here.

Q: Why are restricted stock studies the most widely used methods for determining marketability discounts?

A: Restricted stock studies have become widely used for this purpose because they directly measure the discount between two different market prices simultaneously, for two otherwise identical assets: one liquid and one illiquid (or, the stock trading in the market and the restricted stock sold in a private placement).

Q: What makes restricted stock illiquid?

A: Restricted stock is illiquid because it has not been registered for trading with the SEC. Such stock is subject to many restrictions on its transferability. Learn more in the companion guide.

Q: Can you provide more study highlights?

A: Yes, click here for more study highlights.

Q: Can you provide the methodology used to create the study?

A: Yes, click here for the methodology.

Q: Can you provide some details on Rule 144 and restricted stocks?

A: Yes, click here for more information.

Q: How often is the Stout Restricted Stock Study updated?

A: The Study is updated quarterly with all transactions that pass Stout’s review process. The screening process entails reviewing many SEC filings, and there is generally a six-month lag in transactions being included in the Study. This would mean that a quarterly update taking place could include transactions from six months prior.

Q: Has Stout ever removed transactions from the study and the calculator that were previously included? 

A: It is Stout’s goal to continually improve the quality of the study database and calculator. In pursuit of this goal, Stout continues to refine the criteria they utilize in screening the transactions. This includes reviewing transaction already included in the database to ensure that both the study database and calculator have only “plain vanilla” transactions. As a result, Stout has removed a limited number of transactions that do not meet these criteria. The vast majority of the transactions removed were transactions with either a zero discount or a premium. There are very few true premiums in the market for restricted stock, and it is believed that premiums are likely the result of an investment opportunity not available to other investors or an unidentifiable relationship with the seller. For each of these transactions with a premium or no discount removed, Stout has now been able to identify the rational for the premium or lack of a discount.

Q: Are the data in the study adjusted for inflation?

A: Users have the option of adjusting for inflation if they choose. When using the calculator, select "Yes" in the dropdown menu next to the "Adjust for Inflation" option. When using the basic search engine for the study, you can copy and paste your results from Excel into the Inflation Adjustment Tool, which is available here. When adjusting for inflation, the data are adjusted using the Consumer Price Index published by the Bureau of Labor Statistics.

Q: Since the DLOM calculator calculates a minority non-marketable discount, does that presume the discount for lack of control is redundant?

A: A controlling interest in a closely held company has the power to affect changes in overall corporate structure and policies, business strategies, and management compensation. A minority or non-controlling interest, on the other hand, has little, if any, power to influence these items. Additionally, the value of a non-controlling equity interest suffers from limited marketability, as there is no ready market in which to affect a sale. Therefore, the Fair Market Value of a fractional interest in the equity of the company must reflect the diminution of value from both lack of control and lack of marketability.

In regards to the above question, it depends on if the valuation conclusion is on a controlling interest basis or minority interest basis. If the valuation is dealing with a minority interest basis, then it is redundant to apply a lack of control discount and in that case, only a discount for lack of marketability is appropriate. If the valuation is for a controlling interest basis, then both a discount for lack of control and a discount for lack of marketability discount should be applied to determine the value on a non-marketable minority interest basis.

Q: Can the data from the Stout Restricted Stock Study and Stout DLOM Calculator be used to derive a DLOM for a controlling interest or partially-controlling interest?

A: The data in the study are derived from sales of unregistered stock in public companies. The discounts represent the difference between a freely-traded share of stock in the company (minority, non-controlling interest) and an illiquid stock in the same company (still a minority, non-controlling interest). These discounts are therefore most appropriate for determining marketability discounts to apply to a publicly-traded equivalent (marketable minority) value. That is not to say that the measured marketability discount is not appropriate to apply to a controlling, or partially controlling, interest, only that it is no longer an apples-to-apples comparison. If one is using the study discounts to determine a marketability discount for a controlling or partially-controlling interest, one should consider that the risk associated with that investment is somewhat diminished relative to a non-controlling interest, and that all else being equal, this would result in a lower discount for lack of marketability than for a non-controlling interest in the same company.

Q: Over the years, how has Stout changed the way they report discounts?

A: Originally, the study had three discounts: (1) a high/low average for the transaction month; (2) a high/low average for the prior month; and (3) a high/low average for the subsequent month. This was because, at the time these restricted stock transactions were originally being collected, often the specific day of the month was not published (August 1998 vs. August 7th 1998). At that time, the author’s recommendation was to use the high/low average for the transaction month.

In 2010 or so, the transaction date discount was added. This was the discount as of the day the transaction occurred (utilizing the closing market price on the day prior). It was now possible to add this discount because, for years, new reporting often revealed the specific day of the month. This discount was added to all the historical transactions where the specific transaction date was available. At that time, the author’s recommendation was to use this discount (the high/low average for the month was less specific than the transaction date).

Recently, while the transaction date discount continues to be published, the transaction agreement date discount, the announcement date discount, and the stated discount (if there was a figure published regarding the agreed upon discount between the buyer and seller) have also been added. At this time, the high/low average discounts were eliminated as they were less applicable than the discounts for the transaction date, the agreement date, the announcement date, and the stated discount. Of the various discounts, the study reports as many as possible for each transaction, then selects one for each transaction to represent a transaction discount using the following criteria: If stated explicitly in the language describing the private placement, the transaction discount represents the discount agreed to between the issuer and purchaser. If not stated, the transaction discount is based on the difference between the private placement price per share and the closing market trading price as of the day prior to the agreement date. If the agreement date is not known, the market price represents the closing market trading price as of the day prior to the first to occur of the announcement date or the closing date.

For older transactions that do not possess these discounts (as they were lacking specific dates), the high/low average for the transaction month was carried over and used as the transaction discount.

Q: The IRS Job Aid addressed the study database in a critical way. Do you have a response to the Job Aid?

A:

1. IRS criticism: You can’t reliably use a regression model to determine an accurate discount.

Answer: Correct. You don’t use a regression model to determine your P/E ratio and you shouldn’t do it for your DLOM.

2. IRS criticism: The IRS cannot find any statistical relevance regarding the key comparative characteristics recommended by authors of the study.

Answer: The IRS mixed registration rights data, step-premium transactions, with 6-month, 1-year and 2-year holding periods. No wonder they didn’t find a correlation. However, at least 7 academic and valuation professional (not affiliated with the study) statistical analyses did find statistical correlations with the recommended characteristics.

3. IRS criticism: There is no statistical proof that large percentage blocks of stock have higher discounts than small percentage blocks.

Answer: Wrong! At least three academic studies and two valuation studies have found the percentage block to be statistically meaningful. This is important because the large block discounts set a floor for the private company DLOM.
Additionally, Michael Gregory, in the "Job Aid Plus Advice for Practitioners" chapter of his book, Discount for Lack of Marketability and the IRS, states:

"FMV Opinions' (now Stout’s) model today is a three stage rather than a two stage model that was evaluated in the original Job Aid. I am not aware of any data or model that will meet statistically significant rigor (90 percent confidence level) and analysis that was applied to the model as it was evaluated in the Job Aid."

Q: Is every deal in your database a US-based company?

A: This is not a criteria by which transactions are screened. However, all issuing companies trade on U.S. exchanges and file with the SEC.

Q: How was the study created?

A: The study was created by FMV Opinions, Inc. staff over many years. FMV Opinions has used this study internally in its analysis work since the firm's inception in 1991. In 2017 FMV Opinions, Inc. and the study were acquired by Stout.

Q: How does Stout locate the private placement deals used in the study and the calculator?

A: The original set of 597 deals occurring between 1980 and 2010 were located, screened and vetted by FMV Opinions. In 2011, FMV Opinions began a partnership with Sagient Research, a leader in proprietary research, to locate private placements that have occurred between 1995 and current. In 2017, FMV Opinions, Inc. and the study were acquired by Stout. After the private placements are located and sourced, Stout analysts screen and vet all the deals, leaving only the relevant deals where restricted stock transacted at fair market value.

Q: Does the study database contain details on who purchased the restricted stocks in the database? And is there a relationship between any of the purchasers of restricted stock and the issuing company?

A: All of the transactions in our study occurred with accredited investors with no affiliation with the issuing party – and there is no available information on the parties to whom the restricted stocks were issued. The purchasers of the restricted stocks in the study are strictly at arms-length. This means that private placements being offered to or purchased by company employees or executives are NOT used in the study. The intrinsic value of these stocks are affected when a purchase is made without arms-length and therefore would reflect on the discount. Because the study reflects only “plain vanilla” transactions, all transactions that occurred between related parties were rejected from inclusion.

Q: Is the study guaranteed error-free?

A: No, as with most economic data, a perfect zero-defect rate was (presumably) not attained when the study was created. Please read this statement for important limitations on Stout’s liability before you use the database. However, all transaction data have been confirmed using multiple sources of information, including news releases, transaction databases, company annual reports and other public filings, and other sources wherever possible. 

Q: In the study, is there any criteria that a stock must meet for it to be considered "actively traded"?

A: The stock must have a ticker symbol and have some trading volume during the month of the transaction to be considered “actively traded” and included in the study.

Q: How many study transactions are needed to have a statistically valid sample (i.e. after narrowing results with search criteria)?

A: Statistically valid, in this context (and in layman's terms), means that the mean or median or whatever other measure you draw from the sample will tend to be close to the corresponding measures drawn from the entire population -- using consistent search criteria. Generally speaking, the sample size necessary to generate a statistically valid mean will vary depending on the standard deviation of the sample. Statisticians often discuss whether a particular measure is statistically significant over certain thresholds of confidence (a function of the StDev). Practitioners that use the study often generate indications that are meant to be representative for their subject companies based on several search criteria, which can tend to produce small sample sizes. Some appraisers use 20-30 data-points as a rough guideline to how many data-points are required, and tend to be a bit less confident when using sample sizes smaller than that. However, if you see a clear trend towards higher and lower discounts narrowing the sample by certain criteria, it might make sense to consider also the smaller samples, if the indications make sense in conjunction with other research and data.

Q: How does a subscriber verify a subset of data to confirm the data are correct? Is the source documentation for each deal available?

A: The subscriber can verify each transaction by going to the company's disclosures filed with the SEC. Normally, a review of the 10K and/or 10Q filed after the transaction will verify the details.

Q: I am trying to get an approximation of the time to “dribble out” the shares offered. Would I be correct in dividing the “Shares Placed/Shares After (%)” by the “% of Prior Month Volume to Total Shares Outstanding (%)”?

A: This calculation would seem to provide an indication of how many months it would take to dribble out the subject block assuming you could double the market trading volume. In other words, if the stock experienced trading volume of 1 million shares each month, and the subject block is 2 million shares, you would calculate 2 months of dribble out. However, there are a few problems with this: 

  • Most data suggest that one can realistically sell between 10-20% of market trading volume without risking an oversupply situation and suffering a reduced price for the shares.
  • There is an initial holding period of 2 years (transactions prior to March 1997) or 1 year (transactions post March 1997, but prior to the 6-month holding period change decided in November 2007).
  • Depending on the subject block size and owner’s affiliation to the issuer, dribble out may be impacted by Rule 144 dribble out limitations, which limit resale in any three-month period to the greater of (i) 1% of outstanding shares or (ii) average weekly trading volume for the 4 weeks prior to a sale. Please see the Companion Guide for a more thorough description of Rule 144 requirements. 

In short, you have to make some assumptions in order to approximate the dribble out period and this can be difficult and may not always be accurate. The ultimate dribble out period depends on block size and affiliation of the owner to the issuer, which is not generally known. Therefore, we tend to look at the entire group of transactions and consider that (i) all blocks are subject to an initial holding period of 6 months to 2 years, and (ii) most of the transactions are relatively small blocks that could be sold fairly easily after completion of the initial holding period. Accordingly, the study overall (excluding the smaller number of blocks that are very large) indicates the discount for illiquidity associated with a 6 month to 2 year holding period. Unfortunately it’s difficult to get more accurate than this.

Q: What care must be taken when using the study to determine discounts for asset holding companies?

A: Asset holding companies are inherently less comparable to companies in the study than are operating companies, thus there will necessarily be more subjectivity and judgment involved. That being said, the restricted stock data does still provide very useful information regarding marketability discounts.

For real estate holding companies, most appraisers use the Real Estate Holding Limited Partnership (RELP) transaction data as a benchmark, which provides indications of the discount from net asset value (i.e., total discount for lack of control and marketability). In addition to the RELP data, one must consider the additional illiquidity of privately held entities versus publicly registered partnerships such as the RELPs. At Stout, we like to make comparisons with small and large blocks of restricted stock in the study, since large blocks are more illiquid due to Rule 144 dribble-out requirements. This provides support for an increment to the discount as indicated from the RELPs.

For securities holding companies, most appraisers rely on Closed End Mutual Fund discounts from net asset value as an indication for the lack of control. The lack of marketability discount can be supported through a restricted stock comparison approach. However, companies in the study are more volatile than a diversified basket of marketable securities. There is no scientific way to calculate the discount, so judgment must be used. Linear regression analysis might be meaningful, although in general the underlying data does not necessarily demonstrate nice linear correlations. Stout recommends comparing your portfolio of securities to the study data across as many variables as possible (e.g. aggregate market value, total assets, earnings, volatility, etc.), and then making adjustments if your portfolio is judged to be less risky than the study data. The same illiquidity increment discussed above may be warranted as well, depending on the nature of the equity interest you’re valuing.

Q: Is the data in the study as applicable for a Family Limited Partnership (FLP) with real estate as it is for corporations?

A:

  • Since the study includes data on the differences in value between fully-marketable and less-marketable securities, it could be applied to ANY situation where the marketability discount is an issue, but the data are clearly more applicable in some situations than in others.
  • The data are most applicable to the following marketability discount determinations, in descending order: (a.) the restricted (subject to rule 144) stock of publicly traded companies; (b.) the stock of privately held operating entities; (c.) everything else.
  • When valuing non-controlling illiquid interests in FLPs holding real estate, analysts often use transactions from the secondary market for partnership interests (from Partnership Profiles). This data, since it pertains directly to real estate holding partnerships, are most directly applicable to RE holding FLPs. However, the lack of marketability discount may not be fully reflected in the secondary market discount data, since these interests do have a market, albeit not a very active or liquid one. Thus, the study could be used to determine a marketability discount for FLPs holding real estate either (a.) directly, through determining a discount for entities that are relatively similar to the subject entity and adding this discount to the discount from the secondary market transactions or (b.) as a smaller increment for the incremental lack of marketability of an interest in an FLP vs. an interest in a partnership trading in the secondary market. This last discount could be based on the difference between large block and small block transactions in the study (since large blocks are less liquid than small blocks). 

Q: Can you please provide more information on the Z-Score?

A: Z-Score - Represents the probability for bankruptcy and provides the ability to evaluate the general financial condition of a company and the associated risk of investing in a selected company. 

Z = 1.2*(Working Capital / Total Assets) + 1.4*(Retained Earnings / Total Assets) + 3.3*(EBIT / Total Assets) + 0.6*(Market Value of Equity / Book Value of Debt) + 1.0*(Sales / Total Assets) where Working Capital = Current Assets - Current Liabilities 

In general, scores range from -5.0 to +20.0, although higher scores may occur if a company has a high equity value and/or low level of debt. Scores above 3.0 indicate bankruptcy is unlikely, scores between 1.8 and 3.0 are inconclusive, scores below 1.8 indicate an increased risk of business failure, and scores below 1.2 indicate a strong probability of business failure. 

Note:  Z-Scores are non-linear, a score of 4.0 is better than a score of 2.0, but it does not necessarily mean it is twice as good.

Q: From your observations, is there a reason why negative discounts (premiums) naturally occur? 

A: First, remember the transactions in the study are "real world" transactions. Strange things happen in real world transactions. The CEO's nephew was one of the purchasers in the transaction, the buyer got bad advice, the seller drove a hard bargain, the seller was a good salesman, the buyer gave the seller non-public (positive) information in order to induce him to transact, etc. While it is "abnormal" in any given transaction for such things to affect the outcome of the transaction and the transaction price, strange things happen from time to time. Thus, in a very large sample of transactions, such as the sample in the study, it would be normal for abnormal things to be included. Hopefully, this would happen randomly. If it were to happen in a non-random fashion, that might bias the sample. There is no evidence of that happening in the study. 

In a large sample, one would expect premiums to happen for random reasons from time to time due to the timing of the transaction date being "off" a bit. 

Since the "errors" are random, (the authors believe) there would be offsetting errors that go the other way. Thus, if the authors eliminated the premium deals from the database, it would bias the sample.

Q: Can I search by more than one SIC code or more than one NAICS code?

A: Yes. By pressing and holding down the left mouse button, you can drag your mouse cursor over a series of SIC codes. 

By holding down the control button on the keyboard and clicking with the left mouse button on the codes you wish to search by, you can highlight a noncontiguous group of codes. 

By selecting a code, holding the shift button, and selecting another code, you can highlight a contiguous group of codes.