I began a regular walking program in 2019, just before the COVID-19 panic set in, or about 4 years and 10 months ago. I’m frequently asked the question: “Are you still walking?” The short answer is “Yes,” but life has a way of interfering once in a while!
Something triggered my thinking about my days as a bank stock analyst with Morgan Keegan & Company in Memphis (now part of Raymond James) in the late 1970s and early 1980s. I was asked by Morgan Keegan’s top equity salesman, G Walter Loewenbaum, II (“Wally”), to travel to London, Edinburg, and Paris, to call on some of Wally’s institutional clients. I asked him a very important question, “What is the secret of your success?” and he shared two secrets of professional success that I have never forgotten.
My musings on the use of restricted stock discounts to estimate marketability discounts (or DLOMs) have led me to the conclusion: Restricted stock studies/discounts cannot be used to estimate DLOMs in any credible, standards-compliant manner. This fifth post in the musings series takes a look at the usefulness of pre-IPO discounts in estimating marketability discounts.
Following “Mercer’s Musings” 1-3, Mercer’s Musing #4 examines the guidance found in “Procedural Guideline -2 (PG – 2) Valuation of Partial Ownership Interests” in the ASA Business Valuation Standards. Procedural Guidelines (PG) are designed to provide more detailed guidance for consideration by business appraisers than found in the base standards themselves.
There is a great deal more to valuing illiquid minority interests than “guessing” at a marketability discount based on vague references to dated and non-comparable restricted stock transactions or studies. All appraisers would be well-served to read PG – 2 Valuation of Partial Ownership Interests in the ASA Business Valuation Standards. Doing so should provide a different and more realistic view of the valuation of illiquid minority interests of private companies than is held by many appraisers.
In Mercer’s Musings #3, I address this basic quantitative derivation of marketability discounts for Companies A and B. As valuation is a function of expected cash flows, growth, and risk, any methodology failing to account for these factors is inadequate. Through a hypothetical comparison of two identical corporations with differing minority interests, I emphasize the value of a nuanced approach to valuation, suggesting that reliance on outdated averages from restricted stock studies is insufficient for accurate marketability discount estimation.
In “Mercer’s Musings #2,” the focus shifts to the examination of restricted stock studies and their application in determining marketability discounts for gift and estate tax appraisals, offering valuable insights for appraisers across all credential spectrums. Highlighting the inherent challenges of such studies, I underscore the lack of economic relevance these studies hold in contemporary valuation scenarios, particularly emphasizing their disconnect with current private company valuations. Through an analysis and a hypothetical valuation scenario, I invite readers to explore the nuanced complexities of applying marketability discounts, advocating for a quantitative approach informed by common sense, judgment, and reasonableness.
Many years ago, I wrote a column for the Business Valuation Review that the editor, Jay Fishman, FASA, called “Mercer’s Musings.” In this blog and with this post, I reintroduce “Mercer’s Musings” because I would like to reflect on a number of seemingly unsettled issues in the business valuation world. This first musing relates to the need (or not) to comply with the Uniform Standards of Professional Appraisal Practice promulgated by The Appraisal Foundation in gift and estate tax appraisals prepared for the Internal Revenue Service.
My walking journey began December 15, 2019, or three years, eleven months, and a couple of days ago. I had no idea this journey would last going on for four years now. But it has.
I recently read a post on Chad Barr’s blog, Timeless Wisdom to Unlock and Thrive, that offered up some short and timeless nuggets of wisdom for those of us in the professional services world – and elsewhere, as well.
My co-author, Travis W. Harms, CFA, CPA/ABV, and I have been doggedly insisting that business valuation questions, issues, premiums, discounts, and more be viewed through the combined lens of expected cash flow, its expected growth, and the risks associated with achieving the expected cash flows.
Until the latter 1990s, it was thought that buyers of companies paid premiums (over publicly-traded prices of targets) for elements of control. The current view is that buyers of companies pay for expected changes, post-acquisition, in combined cash flows and potentially reduced risk. Unfortunately, the valuation literature appears slow to recognize this change in thinking from paying for control (or lack thereof) to paying for relevant value based on the expected cash flows of a business or an interest in a business from the viewpoints of market participants at the respective levels.
