Net Working Capital - Valuation Adjustments In M&A

How can you increase the value of your business in a sale? One important segment that is often overlooked by traditional cash flow valuation methods (DCF Model) is your working capital. The key question is “how much working capital do I need to run the business to meet my acquirer’s expectations?” If I have an excess amount of stock, this needs to be accounted for in order to fairly compensate the seller for this real cash tied up in working capital.
In today’s video, I talk about how adjusting for this difference between “normal” working capital levels and what the business currently holds can result in either a higher or lower acquisition price. This real cash difference is often overlooked and put off until the end of the negotiation process therefore hurting the true valuation estimate.
The key takeaway is - the level of working capital to transfer on sale should be what is needed to continue running the business - no more, no less. Any difference needs to be adjusted for in the final acquisition price.
If you want to read more, consider the CBV’s business journal article. Click the link below;
cicbv.ca/wp-content/uploads/2...
If you have any other questions, please comment below. If you enjoyed the video and found it helpful, please like and subscribe to FinanceKid for more videos soon!
For those who may be interested in finance and investing, I suggest you check out my Seeking Alpha profile where I write about the market and different investment opportunities. I conduct a full analysis on companies and countries while also commenting on relevant news stories.
seekingalpha.com/author/robert...

Пікірлер: 19

  • @jueweng7298
    @jueweng72984 жыл бұрын

    Thanks for providing this clear explanation!

  • @gl924565
    @gl9245655 жыл бұрын

    Great explanation, thanks.

  • @chengary2400
    @chengary24002 жыл бұрын

    extremely helpful video and i find it quite accurate, coming from a big 4 TAS service line background

  • @ethanz4934
    @ethanz49343 жыл бұрын

    Great video! Thank you

  • @AK.
    @AK.4 жыл бұрын

    Great stuff

  • @khanmurtaza
    @khanmurtaza2 жыл бұрын

    Great content. Maybe in a future video touch on debt free/cash free clause and how it affects working capital adjustments.

  • @NeyVasconcellosJr
    @NeyVasconcellosJr4 жыл бұрын

    Top-notch

  • @sonerguney3225
    @sonerguney32253 жыл бұрын

    Very good.

  • @teguhsunyoto349
    @teguhsunyoto3494 жыл бұрын

    Wouldn't it be more appropiate if we measure working capital and calculate the average (target level) on days rather than using average value ? What do you think? Thanks

  • @jd5787
    @jd57872 жыл бұрын

    hi, Could you help me clarify the example you provided in a previous reply (the gift card business) please? Say customers paid $100 bucks for the gift cards. The company debited cash and credited DRs for an equivalent amount then they recognized the revenue at the time the gift cards were used (or ratably over time?). At the time the company was sold, of the $100, $60 go to COGS leaving $40 in the till. The seller leaves 50% of that to the seller ($20) to cover remaining costs so it should be taking $20 in cash from the DRs. How can it be 10% of gross sales then? Thank you

  • @roshangsamuel
    @roshangsamuel3 жыл бұрын

    12:35 Hi, why does reducing working capital lead to extracting higher cash benefits?

  • @jd5787
    @jd57872 жыл бұрын

    Just went through the video again. Some solid gold in there 😁. On the topic of inventory, how would you do DD on its quality and hence its valuation? (already, checking inventory accounting convention can help a bit: LIFO vs FIFO. But what else can and should be done?). We ask for AR/AP aging to assess the quality of these WC items, i assume you would not take inventory at its "face/book value" in an M&A deal. Thanks

  • @financekid3163

    @financekid3163

    2 жыл бұрын

    Inventory is usually acquired at cost with certain measures in place to limit old/aged inventory that is unsellable. For example, buyers would buy all inventory that is less than < 12 months old and pay cost for it. For inventory beyond 12 months, a value of __% is deducted against the historical cost. As part of the DD, you want to ask for an inventory aging report to see the breakdown of inventory and when it was acquired to complete this analysis. Additionally, prior to closing you would like to contract a CPA firm to complete a third-party inventory count to confirm the value of the stock is correct relative to what is being reported in the aging reports to prevent any fraud. Hopefully this helps!

  • @jd5787

    @jd5787

    2 жыл бұрын

    @@financekid3163 makes sense. So it is a similar approach to AR/AP where you ask for the aging report and then deduct based on what can be recovered in the ARs etc. Thanks

  • @jd5787
    @jd57872 жыл бұрын

    In the case of a software business with (for example) 1 year and 3 year prepaid deals which boost deferred revenue, would you include or exclude the DRs in the NWC calculation? Do you include/exclude only the short term ones? Also, NWC can be negative in the case of Software companies because of DRs if they are included in the calculations. Does the buyer need to compensate the seller to bring the NWC to 0? Thank you

  • @financekid3163

    @financekid3163

    2 жыл бұрын

    Great question, I have another NWC video coming out soon that will address deposits and deferred revenue accounts. Usually these accounts are excluded from NWC and addressed separately with a certain % of cash held back to offset the account value. The rationale is that because the cost in delivering these future revenues has not been incurred yet, the buyer would like to have cash to cover the cost or they would be buying future costs while the offsetting revenues have been collected via the cash taken out of the NWC formula. For example, I worked with a business that had gift cards (deposits), and the buyer/seller agreed to leave 50% of the cash behind to cover the cost of delivering the services associated with these gift card sales (the GM% was close at around 40% which means the seller would only net 10% gross on those sales). The timing of the deferred revenue payment for the software deal needs to follow a similar rationale or else the buyer is just buying costs which is not market. Hopefully this helps.

  • @jd5787

    @jd5787

    2 жыл бұрын

    @@financekid3163 hi, thanks! so the seller wants the DR to be included in WC and the buyer would prefer to have them out (dollar for dollar adjustment against cash). Could you help me clarify your example a bit please? Say customers paid $100 bucks for the gift cards. The company debited cash and credited DRs for an equivalent amount then they recognized the revenue at the time the gift cards were used (or ratably over time?). At the time the company was sold, of the $100, $60 go to COGS leaving $40 in the till. The seller leaves 50% of that to the seller ($20) to cover remaining costs so it should be taking $20 in cash from the DRs. How can it be 10% of gross sales then? Hope to read you soon! Tks .

  • @financekid3163
    @financekid31632 жыл бұрын

    Thank you all for your comments and support, I have published an updated net working capital (NWC) negotiation & analysis video dedicated to smaller private business transactions with some relevant case examples. Check out the video link here kzread.info/dash/bejne/anWD2K2ec8eneJM.html

  • @shaunscoon749
    @shaunscoon7496 жыл бұрын

    Hey FinanceKid, I found your video very helpful. It would be great to email you a few questions and get your thoughts. Are you okay with providing your email address? Thanks, Shaun