
Click here to download PDF version of FAQ page.
NOTE: On July 26, 2009, the data in The FMV Restricted Stock Study was updated with additional transactions and additional data points. Because subscribers have been clambering for an update, we rushed this into production prior to updating the below FAQ page. An update to the below will be made ASAP. In the meantime, if you have any questions about the update or additional data points, you may email us at adamm@bvresources.com or dougt@bvresources.com.
What is the legend for FMV Restricted Stock Study™ data?
| Term Used
in Report |
Excel® Format Field Name |
Definition |
| N/A |
TransactionID |
Transaction ID number used to track transactions |
| SIC Code |
SIC |
Standard Industrial Classification code |
| N/A |
SICCodeGeneral |
Two-digit Standard Industrial Classification code (only used at Web site) |
| Name |
Company |
Company name |
| Ticker |
Ticker |
Exchange identification designation |
| Exchange |
Exchange |
Exchange on which company stock is traded. AMS = American Stock Exchange; NYS = New York Stock Exchange; OTC = Over The Counter; OTH = Other |
| Transaction Month |
TransMonth |
The month and year of the transaction. Some deals may be executed during one month and closed the month thereafter. The study uses the date of execution of the transaction, not the eventual closing date. Sources include the management’s discussion of the company’s financial results and financial position and news releases around the time of the transaction. |
| Registration Rights |
RegRights |
This variable has three possible values Y (the stock was issued with registration rights), N (the stock was not issued with registration rights) and M (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. |
| Holding Period (yrs.) |
HoldingPeriod |
The number of years the restricted stock must be held, based on the SEC rulings at the time of the restricted stock transaction. All transactions occurring before April 29, 1997, are labeled with a two-year holding period. All transactions occurring on April 29, 1997, and after are labeled with a one-year holding period. |
| Discount (Prior Month) |
DiscountPriorMonth |
The percentage difference between the offering price and the high-low average for the month prior to the transaction. A negative number means that the restricted stock sold in the private placement sold at a premium to the high-low average for the month prior to the transaction. |
| Discount (Transaction
Month) |
DiscountTransMonth |
The percentage difference between the offering price and the transaction month high-low average. A negative number means that the restricted stock sold in the private placement sold at a premium to the transaction month high-low average for the month. |
| Discount (Subsequent Month) |
DiscountSubsequentMonth |
The percentage difference between the offering price and the high-low average for the month subsequent to the month of the transaction. A negative number means that the restricted stock sold in the private placement sold at a premium to the high-low average for the month subsequent to the month of the transaction. |
| 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. |
| Prior Month High |
PriorMoHigh |
The highest per-share market price for the stock during the month prior to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Prior Month Low |
PriorMoLow |
The lowest per-share market price for the stock during the month prior to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Prior Month High-Low Average |
PriorMoHLAvg |
The average of the highest and lowest per-share market price for the stock during the month prior to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Prior Month Volume |
PriorMoVolume |
The total trading volume for the stock during the month prior to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Transaction Month High |
TransMoHigh |
The highest per-share market price for the stock during the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Transaction Month Low |
TransMoLow |
The lowest per-share market price for the stock during the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Transaction Month High-Low
Average |
TransMoHLAvg |
The average of the highest and lowest per-share market price for the stock during the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Transaction Month Close |
TransMoClose |
The per-share market price for the stock as of the close of trading during the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Transaction Month Volume |
TransMoVolume |
The total trading volume for the stock during the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Subsequent Month High |
SubsequentMonthHigh |
The highest per-share market price for the stock during the month subsequent to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Subsequent Month Low |
SubsequentMonthLow |
The lowest per-share market price for the stock during the month subsequent to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Subsequent Month High-Low
Average |
SubsequentMonthHLAvg |
The average of the highest and lowest per-share market price for the stock during the month subsequent to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Subsequent Month Volume |
SubsequentMonthVolume |
The total trading volume for the stock during the month subsequent to the month of the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| Shares Placed to Volume
Ratio |
SharesPlacedPerMonthlyVolume |
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 |
SharesOutstandingBeforePlacement |
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. |
| Placement Amount |
OfferingAmount |
Shares offered times the offering price. |
| Shares Placed/Shares After
(%) |
PctSharesPlacedPerSharesAfter |
The total shares offered in the transaction, expressed as a percentage of total shares outstanding after the transaction. |
| % of Prior Month Volume
to Total Shares Outstanding (%) |
%OfPriorMonthVolumeToTotalShares |
The total trading volume for the stock during the month prior to the transaction expressed as a percentage of total shares outstanding after the transaction. Stock prices and trading volumes have been downloaded from Dow Jones Interactive. |
| 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 |
The book value of the firm equals the company’s shareholders’ equity, 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. |
| MTB Ratio (absolute value) |
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 |
The book value of the firm’s intangible assets (usually goodwill) is determined 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. |
| Current Assets |
CurrentAssets |
Determined 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. |
| Current Liabilities |
CurrentLiabilities |
Determined 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 Assets |
TotalAssets |
Determined 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. |
| 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. |
| Retained Earnings |
RetainedEarnings |
The net earnings not paid out in dividends, but retained by the company to be reinvested in its core business or to pay debt. It is recorded under shareholders' equity on the balance sheet. |
| Total Revenues |
TotalRevenues |
Revenues equal total sales income of the firm for 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. |
| Depreciation
Expense |
DepreciationAmortization |
Depreciation Expense includes all depreciation and amortization expense of the firm for the 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. |
| Interest Expense |
InterestExpense |
Total interest expense for the firm for the 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. |
| Pretax Income |
PretaxIncome |
Pretax income equals income before taxes for 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. |
| Net Income |
NetIncomeBeforeExItems |
Net income equals total after-tax income before extraordinary items for 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 $000s. |
| Prior Year
Dividend ($) |
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. |
| Dividend Yield (%) |
DividendYield |
Prior Year Dividend / Prior Month High-Low Average |
| EBITDA |
EBITDA |
EBITDA = Pretax Income + Interest Expense + Depreciation Expense (in $000s) |
| Operating Profit Margin
(%) |
OperatingProfitMargin |
Operating Profit Margin = (PreTax Income
+ Interest Expense) / Total Revenues |
| Net Profit Margin (%) |
NetProfitMargin |
Net Profit Margin = Net Income / 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 (absolute
value) |
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. |
| N/A = Not Applicable | ||
| If you have any questions, please contact
us In addition, you may also contact FMV Opinions by emailing LHall@fmv.com You may also visit the FMV Opinions Web site by clicking here |
||
Q: How do your subscribers pass along to their clients the expenses they incur for guideline company data, control premium data, discount for lack of marketability data, economic data, industry data, etc?
A: Some of our subscribers impose a separate resource/technology charge for every valuation assignment. They know approximately how many appraisals they do per year and divide that number into the [annual] costs of the databases and basic data resources they use, thereby passing along the resource (or technology) charges.
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 US exchanges and file with the SEC.
Q: HOW WAS THE FMV RESTRICTED STOCK STUDY™ CREATED?
A: The FMV Restricted Stock Study™ was created by FMV Opinions staff
over many years. FMV Opinions has used this study internally in its analysis
work since the firm's inception in 1991.
Q: Does the FMV Restricted Stock 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 of 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 our
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 our 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 we want our study to reflect only “plain vanilla” transactions
we kicked out all transactions that occurred with related parties.
Q: IS THE FMV RESTRICTED STOCK STUDY™ GUARANTEED ERROR-FREE?
A: No, as with most economic data, a perfect zero-defect rate was (presumably)
not attained when The FMV Restricted Stock Study™ was created. Please read
this statement
for important limitations on FMV Opinions' 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 FMV RESTRICTED STOCK STUDY™, IS THERE ANY CRITERIA THAT A STOCK MUST MEET FOR IT TO BE CONSIDERED "ACTIVELY TRADED". ARE STOCKS SCREENED FOR THIS CRITERIA PRIOR TO BEING INCLUDED IN THE STUDY?
A: To be included in The FMV Restricted Stock Study™ the stock must have a ticker symbol and have some trading volume (anything greater than zero) during the month of the transaction.
Q: HOW MANY FMV DLOM STUDY TRANSACTIONS ARE NEEDED TO HAVE A STATISTICALLY VALID SAMPLE (I.E. AFTER NARROWING HITS 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 FMV restricted stock 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 IS 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 suggests 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 1 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 1-2 year holding period. Unfortunately it’s difficult to get more accurate than this.
Q: WHAT CARE MUST BE TAKEN WHEN USING THE FMV RESTRICTED STOCK STUDY™ TO DETERMINE DISCOUNTS FOR ASSET HOLDING COMPANIES?
A: Asset holding companies are inherently less comparable to companies in the FMV Restricted Stock 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, you must consider the additional illiquidity of privately held entities versus publicly registered partnerships such as the RELPs. At FMV Opinions, Inc., we like to make comparisons with small and large blocks of restricted stock in the FMV Restricted Stock 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 FMV Restricted Stock 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. FMV Opinions recommend comparing your portfolio of securities to the FMV Restricted Stock 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 FMV Restricted Stock 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: WHAT DO I DO IF I DISCOVER AN ERROR IN THE DATA?
A: Should this happen, please email us immediately. Our staff promptly
answers emails regarding possible errors, so you can feel assured that any problems
are being addressed.
Q: "THE FMV RESTRICTED STOCK STUDY ADVANCED SEARCH - SUBSCRIBER
RESULTS" WEB PAGE SHOWS SUMMARY STATISTICS FOR THREE DISCOUNTS (PRIOR MONTH, TRANSACTION MONTH AND SUBSEQUENT
MONTH). WHY IS THIS?
A: FMV Opinions wishes to show subscribers the summary statistics for all three time periods (Prior, Transaction and Subsequent Months) so the subscriber is apprised of all information, although FMV does recommend using the Transaction Month summary data.
Q: WHY DOES FMV OPINIONS RECOMMEND USING THE TRANSACTION MONTH DISCOUNT (MONTH-OF)?
A: While there are arguments for month-prior, month-of and month-after, no single argument has
been compelling to FMV Opinions. FMV Opinions uses the month-of because it is the time frame closest
to the actual restricted stock transaction. Moreover, because, for most transactions, the exact date
is unknown (only the month is indicated), by using the month-of, you are probably equally weighing pre-
and post-transaction pricing. In other words, it balances itself out. FMV Opinions has read academic
studies where the announcement of a restricted stock private placement increases the price of the issuing
company by up to 8% on average. This is confirmed (but at a smaller increase) between our month-of and
month-after pricing. Having said all this, FMV Opinions think there is a stronger argument to use the
month-prior pricing than the month-after. But, for the time being, FMV Opinions still leans toward the month-of.
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,
most significantly a two-year holding period under Rule
144.
Q: HASN'T THE 2-YEAR HOLDING PERIOD BEEN SHORTENED?
A: Yes, it has. The SEC shortened the holding period under Rule
144 in 1997. This had the effect of improving the liquidity of Restricted
Stock.
Q: DO I GET AN UNLIMITED LICENSE TO USE THE DATABASE?
A: No, it is a limited license, with time constraints on its use. The
database does "expire" at the end of your license agreement, typically
a one year time period.
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: IS THE FMV MARKETABILITY DISCOUNT AS APPLICABLE FOR A FAMILY LIMITED
PARTNERSHIP WITH REAL ESTATE INTEREST AS IT IS FOR CORPORATIONS?
A:
- Since The FMV Restricted Stock 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 is clearly more applicable in some situations than in others.
- The data is 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 Spectrum). 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 FMV 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 FMV 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 naturally occur?
A. First, remember the transactions in The FMV Restricted Stock 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 FMV Restricted Stock 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 FMV Restricted Stock Study™.
Secondly, for many, if not most transactions in the sample, the authors of The FMV Restricted Stock Study™ do not know either of these dates: (1) the actual transaction date, or (2) the actual date the purchase price for the private placement was decided (often those two dates are not the same - one might ink the deal long after the term sheet's been locked in). Remember these are somewhat thinly traded companies. Their stock prices sometimes fluctuate significantly for unknown and random reasons. If the authors were off by just a little bit in matching the prices for any given transaction, that transaction might show a premium (negative discount) in the sample, even though the transaction participants viewed the deal as taking place at a discounted price (e.g., the participants decided on the price, and THEN the stock price in the market went down, making the deal LOOK LIKE it happened at a premium). The authors take these things into account by using the high/low average of the month, but this cannot remove all the random error, just some of it. 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.
For either of these two types of "premium" transactions, 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: Does the "Price per share" refer to the price the share was placed (after the discount) or to the price the share was traded at (prior to the discount)?
A. The "Term Used in Report" is the Offering Price. The "Excel® Format Field Name" is PricePerShare. These are the same thing but with different labels for the Report and for the Excel file.
When the restricted share is sold or issued it is done so at the PricePerShare level of price which is always less than the HighLowAverage of the actively traded stock in the same company. The PricePerShare is the price of the restricted stock. The HighLowAverage is the price of the actively traded stock in the market, not the restricted stock price. The proxy for the lack of marketability discount is calculated based on the percent difference between the restricted stock price and the actively traded HighLowAverage.
Q: It appears that a business’s “selling price” in each database at BVMarketData.comsmuses different terminology; can you please clarify the “selling price” in each database?
A: Below, we show the term used for the “selling price” in each BVMarketData.com database and its respective definition: Pratt’s Stats® uses the term MVIC (Market Value of Invested Capital) for the “selling price.” The MVIC is the overall consideration in the business sale and includes any cash, notes and/or securities that were used as a form of payment plus any interest-bearing liabilities assumed by the buyer. The Mergerstat/BVR Control Premium Study™ also uses two terms for the “selling price”; the Target Invested Capital (TIC) and Price. The TIC is the target company's implied total invested capital based on the sum of the implied market value of equity plus the face value of total interest bearing debt and the book value of preferred stock outstanding prior to the announcement date. The Price is the implied market value of equity. BIZCOMPS® uses one term for the “selling price”; Sale Price. Sale Price is the actual sale price ($000's) where inventory has been deducted, if it was included in the sale price. Public Stats™ uses the term MVIC (Market Value of Invested Capital) for the “selling price.” The MVIC is the overall consideration in the business sale and includes any cash, notes and/or securities that were used as a form of payment plus any interest-bearing liabilities assumed by the buyer. The FMV Restricted Stock Study™ does not report details on the sale of either a portion of a company or an entire company and therefore does not contain a selling price field. Instead, this database reports the details related to transactions in restricted stock. This database does report a Market Value (in $000s) which is the market value of the firm determined on a pre-deal basis. The market value is calculated by multiplying the shares outstanding before the private placement with the high-low average market price for the stock for the month prior to the transaction. The market value is not the selling price, per se, but a calculation of the value of the total equity on the date of the restricted stock transaction. The Valuation Advisors’ Lack of Marketability Discount Study™ does not report details on the sale of either a portion of a company or an entire company and therefore does not contain a selling price field. Instead, this database reports the details related to transactions in common stocks, stock options or convertible preferred stocks prior to an initial public offering, and the relationship of these prices to the IPO price per share (the price of the stock paid by the initial public investors to acquire their shares).Q: I HAVE QUESTIONS THAT AREN'T ANSWERED ON THIS PAGE. WHAT DO I DO?
A: Just email us.
We would be glad to answer your questions!
Q: Why don't I see my SIC code of interest in the search engine's list of SIC codes?
A: The Web site's search engines use the underlying data to create the list of SIC codes. If your SIC code is not listed in the search engine, this means there are no transactions with that SIC code in the selected database. You may want to search the other databases to see if they have any helpful data. You can search all databases at the same time, by SIC code, by either clicking here or selecting the "Search All" menu option at the top left. The results of this search engine will display the number of transactions contained in each BVMarketData database. If you click on each databases' representative number, the Web site will display a summary of the data in that database. If you are a subscriber to the selected database, the Web site will display the subscriber search results. If you are not a subscriber to the selected database, the Web site will display the visitor search results.
Q: How can I expand my 4-digit SIC search to a 3-digit search or 2-digit search (select more than one SIC code)?
A:By pressing and holding down the LEFT mouse button, you can highlight a series of SIC codes (either by two digit SIC codes, three digit SIC codes or any series you want [all of manufacturing, for example]).
By holding down the CONTROL button on the keyboard (and clicking with the LEFT mouse button), you can highlight a noncontiguous group of SIC codes.
Q: Can I print more than one transaction at a time?
A: To print a group of transactions (the current group size is 10); on the search results page in the list of transactions, utilize the icon that looks like a red piece of paper – it is labeled “Print Detail Report Package”. When printing more than a couple of detailed transaction reports, this will save you time.
Q: I want the transaction reports to fit onto one page, instead of two. What can I do to make this possible?
A: The best solution is to maximize your print margins. In Internet Explorer the default margin size is 0.75 inches. When you print transaction reports, reduce the print margins to 0.25 inches and most will fit on a single page. Also, you should remove any header/footer information that Internet Explorer includes in web page printouts. The print margins and header/footer settings can be found under File -> Page Setup in Internet Explorer.
Q: Each time after I alter my search of the database and I ask for a printable format, the results of my very first search continues to show in the printable format window. Is there something different that I can do so that I can print the results of the most current search?
A: Assuming you are using Microsoft Internet Explorer, please do the following:
- In Internet Explorer, go to the Tools/Internet Options menu
- On the General tab, in the Temporary Internet Files section, click "Delete Files"
- On the General tab, in the Temporary Internet Files section, click "Settings"
- If it is not already clicked, click the "Every visit to the page" radio button, then click "OK"
Q: I am unable to get the printable format window to appear when clicking on “Printable Format” or get the Excel download when clicking "Excel Format."
A:Check your browser version and update to the latest. Also, check if you have some sort of pop-up window blocker, you need to disable the pop-up window blocker.
Some of the more advanced pop-up window blockers will allow you to customize the specific pop-ups you would like to allow. Otherwise they will need to disable the program in order to view the printable format.
Some pop-up blockers can be temporarily disabled by holding the "Ctrl," or "Alt" keys on the keyboard when you are attempting to allow pop-ups.
Q: Why don’t I see Excel Export as an option when I use Mozilla Firefox?
A:Currently the Excel Export feature on BVMarketdata.com is only supported in Internet Explorer. The Excel Export uses VBScript which is only supported in Internet Explorer. We are in the process of updating the export function to be compatible with other web browsers. An alternative would be to use the Email to Me option which will email the data to you in a comma separated file.
Q: When I click on the Excel Format button I am asked “Do you have Microsoft Excel installed?” I answer yes and then nothing happens. What is the fix for this?
A:This typically happens when the subscriber is using a pop-up blocker. To bypass the pop-up blocker, press down on your “Shift,” “Control,” or "Alt" key (try both) prior AND during clicking on the Excel Format button – this should bypass the pop-up blocker. If you are able, you may also add www.BVMarketData.com as a “trusted” site in your pop-up blocker program – this would negate the need to hold down your Control button when you next use the Excel Format button.
Q: We are Windows users and are not successful in downloading the data to Excel format.
A:If you are using Outlook to browse the internet, you may experience this problem. Apparently web browsing within Outlook has problems passing data from one page to another. To solve this, exit Outlook and use Internet Explorer to access our website.
Another possibility is that you may have a pop-up blocker that is preventing the new window from appearing. To solve this, disable your pop-up blocker by (1) turning the pop-up blocker off until you are done exporting the data (2) holding shift, control, or alt (dependant on your pop-up blocking software) which allows you to temporarily allow pop-ups while the button is pressed, and then reverts to blocking pop-ups once the button is depressed or (3) find the options or settings on your pop-up blocker and choose to allow pop-ups from our website.
Q: We are Mac Users and are not successful in downloading the data into Excel format.
A:Make sure your are using the most recent version of Internet Explorer for Mac. Here's a link to download the most recent version of IE for Mac.
http://www.microsoft.com/mac/download/default.asp#IE
If you are running Office 2001 for Mac, make sure you have the latest version. Click the link below to download it and install it.
http://www.microsoft.com/mac/downloads.aspx#office2001 and click on Microsoft Office 2001Combined Update 9.0.4
If you have any further questions please contact the Webmaster via e-mail at: nathans@bvresources.com or phone at 888-287-8258 and ask for Nathan.
Q: Can you please discuss the difference between the mean and the median and how I may interpret the mean and median values of the search results?
A: Click here for an explanation.
Q: I am having trouble viewing the Excel Exported data in Excel 2000. Can you please help with this?
A: If you are having trouble viewing the Excel exported data from BVMarketData.comsm and are using Excel 2000 (other versions of Excel have not exhibited this problem), please read the following.
In the original version of Office 2000 there was a bug when passing Excel data over the web. This problem was fixed in a service pack released by Microsoft. Once you install this service pack update on your computer you should not have any trouble viewing the Excel data from BVMarketData.comsm.
To update your Office 2000 to the latest service pack release, please locate your Office 2000 CD or Excel 2000 CD and then visit the following web site at Microsoft.com:
http://office.microsoft.com/ProductUpdates/default.aspx
At the top of the page click on the following link:
Check for Updates
You will then be taken through a process of updating your Office 2000 install on your computer. This will update your Excel application as well. During the install, it will ask for your Office 2000 CD.
If you have any questions please e-mail Nathan Struk at: nathans@bvresources.com
(503) 291-7963
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