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Art of Accounting: Telling a client the reality of their business’ value

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A client told me that his business was worth $10 million and he wanted to know how much he would net if he sold it and how it could be invested to provide him with sufficient cash flow in his retirement.

I disagreed and gave him a “ballpark” number off the top of my head and got an angry retort telling me I did not know what I was talking about. Then the problems came.

My client started the business in his garage 27 years ago and now employs 35 people with annual sales of $10 million. He told me that his business is worth the amount of sales he has: “Don’t you know anything about how businesses are valued? Besides, it is growing and in a few years the business will be worth $12 million so it is a bargain at that price.”

There are many ways to value a business and many factors that go into determining the value. My job suddenly became trying to explain this to my client, and to do it in a way that did not upset him more than he already was, without lessening my credibility.

I tried to explain there are many different ways of valuing a private business but to simplify the discussion I would explain two basic ways. I told him that after we go over these, we can get further into values and then apply what we know to his specific company.

The first basic way is based on the earnings with a rate of return applied to the earnings to determine the value. An example is a business with earnings of $300,000 where the investor would want a 20% return. This would value the business at $1.5 million calculated like this: $300,000 ÷ 20%. If the investor wanted a 10% return, the business would be worth $3 million, and if he wanted a 25% return, it would be worth $1.2 million. Explaining this was not easy. Regardless of his or any owner’s attachment, the business is a business whose purpose is to provide an income either to an investor or someone who wants to work in the business and earn their living from it. An investor would want a greater investment return than someone who wants to create a job for themself. However, in either situation the basis for the value is its earnings. In most situations the value is not based on what it would cost to recreate the business, although that is usually the situation when someone starts a business from scratch.

I told the client to set this aside and to let me tell him the other way. And then we’ll get back to what we were talking about. 

The other method is when the buyer has their own motive for wanting to own the company, i.e., what it could do for their present business. That is called a strategic or synergistic buyer. An example is when Amazon.com acquired Pillpack for $1 billion. This instantly gave Amazon.com the ability to ship prescriptions to all 50 states. That $1 billion value was only the value to Amazon.com and likely not to anyone else since Pillpack’s sales were about $100 million with far less profits. Further Amazon.com’s market value increased $20 billion when the announcement was made. No one could consider what Amazon.com paid as a true measure of Pillpack’s value to anyone other than that single buyer. 

Getting back to my client, we discussed whether there might be any strategic value to a potential buyer and whether he could identify a potential situation that would make his company attractive to such a buyer. I also identified some of his business’s value drivers so he could see what might be done to increase its value. I told him to think about our conversation and we would discuss it at a later time.

I then explained that since income was a major factor, we needed to examine what that means. I explained the process of normalizing the earnings to what they would be if someone else owned and ran the business. One example I gave him was that if he had his brother-in-law working for him at a 50% higher salary than that position warranted, we would add that 50% amount back to the profits and get a higher earnings amount that we would work off of. We would do that with every expense item. 

I then suggested a starting capitalization rate, and we came up with a ballpark value for a future starting point for any discussions about the value. To further add salt to his wound, I then told him to expect to net about 60% of any selling price after paying selling costs and taxes. With these types of discussions, I find it much better to get all the negative things out of the way early on so the client knows what to expect.

At that point I was not sure he believed what I said, but it dampened his dream of untold wealth and cooled his thinking of an early retirement. He also became somewhat assured that I understood these situations. 

A takeaway for my colleagues is this is a typical situation and eventually occurs with most of our business clients. A better way of dealing with this is to work this type of discussion into a few regular meetings with your clients to 1) provide a feel or range of what the business might be worth, 2) what the net from a sale would be and the potential cash flow from those proceeds, 3) to identify value drivers, 4) to discuss the possibility of a strategic buyer, and 5) to have your client start thinking about operating the business in a way that could increase its value rather than only increase its earnings.

I co-authored a pretty thorough article on providing a client with a method of valuing their business. If you want a copy of it, email me at [email protected] and just put Valuation Article as the subject. No messages are necessary.

Do not hesitate to contact me at [email protected] with your practice management questions or about engagements you might not be able to perform. 

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Accounting

Mandatory ESG Reporting Standards Demand Standardized Non-Financial Audit Trails

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Mandatory ESG Reporting Standards Demand Standardized Non-Financial Audit Trails

Corporate accounting departments face an expanded regulatory mandate as mandatory sustainability and Environmental, Social, and Governance (ESG) reporting frameworks take full effect internationally. Governed by the European Union’s Corporate Sustainability Reporting Directive (CSRD) and the International Sustainability Standards Board (ISSB) IFRS S1 and S2 standards, enterprise financial controllers are now legally required to track, verify, and report non-financial data with the same internal controls and auditability as traditional financial statements.

The expansion shifts ESG compliance

This regulatory expansion shifts ESG compliance from marketing departments to corporate accounting offices. Financial managers are now responsible for gathering, consolidating, and verifying carbon emissions metrics, supply chain labor conditions, water usage, and climate risk exposures across multi-tiered corporate structures. These non-financial metrics must be integrated into standardized general ledgers to withstand rigorous third-party audit assurance processes.

To comply with these rigorous reporting mandates, accounting software providers have added dedicated ESG modules designed to aggregate data from IoT sensors, utility platforms, and vendor management systems. Controllers are implementing internal control frameworks—modeled after traditional COSO frameworks—to ensure the completeness, accuracy, and consistency of sustainability disclosures, protecting organizations against greenwashing penalties and litigation risks.

The transition requires significant cross-functional collaboration between accounting teams, legal counsel, and operational directors. Accounting professionals are expanding their technical expertise beyond financial ledgers to master carbon accounting methodologies, lifecycle assessment standards, and non-financial data governance protocols, fundamentally expanding the role of the modern corporate accountant.

Why This Information Matters
Mandatory ESG disclosures require companies to treat environmental and social metrics as audited financial records. Executives, accountants, and board members must institute formal tracking and assurance processes to satisfy legal mandates, maintain investor confidence, and mitigate regulatory non-compliance risks.

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Accounting

SEC’s Semiannual Reporting Proposal Faces Investor Pushback: What CFOs Need to Know

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U.S. Securities and Exchange Commission (SEC)

A proposal from the U.S. Securities and Exchange Commission to potentially shift some public companies away from quarterly financial reporting toward a semiannual model is drawing significant pushback from investors, even as it continues moving through the regulatory process. The debate has direct implications for corporate finance teams, auditors, and the broader transparency of U.S. capital markets.

What the SEC Proposed

According to a summary published by accounting advisory firm Cohen & Co., the SEC issued a proposed rule on May 19, 2026, aimed at simplifying financial reporting requirements for many U.S. public companies. The proposal would potentially reduce the frequency of certain mandatory disclosures from quarterly to semiannual, a structural change that has not been made to core U.S. reporting requirements in decades.

The proposal follows an extended debate within U.S. policy circles, with proponents arguing that reduced reporting frequency could lower compliance costs and free up management time for longer-term strategic planning rather than quarter-to-quarter results management.

Why Investors Are Pushing Back

Comment letters submitted in response to the proposal have been extensive, and according to Cohen & Co.’s review of the public record, investors “appear to be largely opposed” to the shift, viewing frequent interim reporting as a core benefit of U.S. capital markets relative to other jurisdictions.

Accounting and law firms have taken a more measured position, generally urging any changes to remain aligned with the Financial Accounting Standards Board (FASB), whose existing disclosure requirements and guidance are built around a quarterly reporting cadence. A shift to semiannual reporting without corresponding changes to FASB guidance could create friction between SEC filing requirements and GAAP-based disclosure expectations.

Lessons From the U.K. Experience

The debate is not without precedent. The United Kingdom moved away from mandatory quarterly reporting for listed companies in 2014, returning to a semiannual disclosure requirement. According to Cohen & Co.’s analysis, that experience offers a cautionary data point: there was no measurable increase in capital expenditure or R&D investment following the change, while analyst coverage of affected companies declined as reliable interim information became less available — a particular risk for smaller and newly public companies that rely on analyst coverage to maintain investor visibility.

Practical Implications for Finance Teams

Beyond the debate over disclosure philosophy, the proposal carries practical complications. Many companies have debt covenants and credit agreements structured around quarterly financial delivery; a shift to semiannual reporting could require renegotiating those terms. Reduced reporting frequency would also extend the “window of market silence” between disclosures, a factor that governance and investor-relations teams would need to manage carefully to avoid information asymmetry.

Separately, and unrelated to the reporting-frequency debate, the SEC and FASB have continued finalizing more routine updates this year. New Accounting Standards Updates are taking effect for December 31, 2026, fiscal year-ends covering income tax disclosures, credit loss measurement, induced debt conversions, and stock compensation, according to Eide Bailly’s review of 2026 ASU activity. Additional guidance on paid-in-kind dividends and environmental credits is also on the near-term horizon.

What to Watch Next

The semiannual reporting proposal remains in the comment and review phase, and no final rule has been adopted as of this writing. Finance leaders should monitor the SEC’s regulatory agenda for further movement, while treating the current quarterly reporting requirement as the operative standard until any final rule is issued and an effective date is set.

Given the extent of investor opposition documented in the comment file, a full shift to mandatory semiannual reporting appears more likely to result in either a scaled-back compromise or continued study rather than swift adoption — though the SEC’s ultimate direction remains uncertain.

 

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Accounting

AI-Driven Automation and Continuous Accounting Frameworks

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The accounting profession is undergoing a fundamental structural transition as enterprise finance departments shift from periodic month-end closes toward automated continuous accounting models. By integrating specialized machine learning algorithms directly into enterprise resource planning (ERP) platforms, chief accounting officers are transforming financial reporting from a retrospective exercise into a real-time operational asset.

The Shift from Periodic Close to Continuous Financial Reporting
Traditional accounting workflows heavily relied on manual data reconciliation, spreadsheet calculations, and multi-week closing cycles at the end of each fiscal period. In contrast, continuous accounting frameworks utilize automated software agents to process, validate, and post transactional data in real time as business activities occur.

Automated bank reconciliation tools cross-reference incoming bank feeds, invoice records, and purchase orders automatically. By resolving transactional variances instantly throughout the month, corporate accounting teams eliminate the traditional workload spikes associated with quarterly and annual closes.

Machine Learning in Audit Trails and Anomaly Detection
Advanced natural language processing (NLP) and machine learning tools are redefining internal audit and financial control environments. Automated systems analyze 100% of general ledger entries, identifying anomalous transactions, duplicate payments, and unauthorized journal entries in real time.

Rather than relying on random statistical sampling, corporate internal auditors can focus their attention on high-risk flags automatically surfaced by algorithmic monitoring platforms. This continuous risk assessment strengthens internal controls over financial reporting (ICFR) and significantly reduces fraud risk.

Evolving Roles for Accounting Professionals
As routine data entry and manual reconciliation tasks become fully automated, the skill set required for accounting professionals is shifting toward data analysis, system design, and strategic business advisory.
– Systems Governance: Accountants are increasingly responsible for monitoring algorithmic accuracy and managing data integration pipelines.
– Business Partnership: Finance professionals leverage real-time financial dashboards to advise operational leaders on margin management and working capital allocation.
– Regulatory Compliance Management: Accounting teams utilize automated platforms to ensure compliance with dynamic tax codes and international accounting standards.

Core Implementation Recommendations
1. Deploy Automated Reconciliation Tools: Integrate continuous transaction processing modules into existing enterprise ERP architectures.
2. Establish Algorithmic Governance Controls: Implement strict internal testing protocols to ensure automated accounting rules comply with GAAP/IFRS standards.
3. Reskill Accounting Teams: Invest in training finance staff on data analytics, workflow automation, and predictive financial modeling.

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