In a small business acquisition, starting off with sufficient working capital is essential because it directly influences a newly-acquired company’s ability to sustain operations. This adds an additional layer of complexity to the negotiation process, as prospective buyers need to ensure that the company has sufficient liquidity to run and grow their new business on day one post-acquisition.
Many buyers, sellers, and even seasoned professionals, misunderstand this type of capital. Gaps in understanding can lead to difficult negotiations, especially when addressed late in the process. Addressing this topic early in acquisition discussions can prevent unexpected complications post-LOI.
A properly structured capital adjustment ensures fairness for both parties. The key challenge is making sure both sides have aligned expectations. This article aims to provide a clear understanding of working capital in acquisitions, offering insights for both buyers and sellers.
Understanding Working Capital in SMB Acquisitions
Working capital is the difference between a company’s current assets (such as cash, accounts receivable, and inventory) and its current liabilities (such as accounts payable, wages, and short-term debts). For example, if a company has current assets of $1 million and liabilities of $500,000, the working capital would be $500,000 and the respective ratio (current assets/current liabilities) would be 2.0.
A healthy operating capital ratio is generally between 1.2 and 2.0. A ratio below 1.0 points to potential liquidity issues, while a ratio above 2.0 suggests that the company might be efficiently utilizing its assets. Positive working capital signifies operational efficiency and growth opportunities, whereas negative working capital can indicate potential financial distress or operational challenges.
Because working capital affects a company’s capacity to generate cash flow and maintain operations, buyers should make sure that the capital needs of their new business are addressed during the negotiation process. Addressing it in the early stages of the small business acquisition process helps avoid ambiguity and can prevent a deal-killing stalemate late in a negotiation.
Buyers should understand how different components, such as accounts receivable and payables, factor into the deal. Additionally, unexpected variances in inventory values can reduce the amount of available operating capital. Buyers who need to use cash on hand to repurchase significant inventory after the acquisition are in a weaker financial position relative to buyers who have sufficient inventory on day one.
Distinguishing between short-term working capital needs and long-term requirements is key. Using working capital for extended investments, like machinery purchase, might deplete funds needed for daily operations, and sellers are unlikely to agree to fund longer-term capital requirements as part of the capital negotiations.
Importance of Proper Working Capital Assessment
In M&A, a thorough assessment of working capital is crucial. Any shortfall could necessitate a price adjustment or an influx of capital. Not accounting for these considerations appropriately can impact the final transaction value. Before sealing the deal, it can be wise to engage with M&A advisors regarding the treatment of working capital.
Evaluation Methods for Working Capital in Small Business Acquisitions:
Historical Assessment: This involves examining historical patterns and needs. Buyers thoroughly assess the target company’s account receivables, payables, and past patterns to reach a neutral position where neither party benefits unfairly. The goal is clarity and mutual agreement on operating capital calculations.
Forecasting: This is based on a worst-case scenario. Business owners review monthly balance sheets of the past year and adjust using the working capital-to-sales ratio, considering, and potentially discounting sales projections for the upcoming year.
For enhancing working capital, unsecured revolving lines of credit can be an alternative to including it in the deal, often offering terms superior to business credit cards. Lenders typically evaluate the balance sheet, working capital ratio, and the borrower’s financial standing when granting such credit lines. Typically, it shouldn’t surpass 10% of the company’s revenues.
Let’s consider two scenarios that illustrate the outcomes of proper versus improper assessment in the context of SMB Acquisition:
Proper Assessment: A buyer and seller set a “normal” inventory amount at $50. At closing, the actual inventory value is $55. According to the LOI, the seller receives an additional $5 due to the working capital adjustment, ensuring both parties are financially aligned, and the agreement reflects the business’s actual state.
Improper Assessment: In another instance, a candy factory, without informing the buyer, bulk-purchases unusual inventory from a friend before the acquisition closes. This unforeseen inventory spike strains the buyer’s budget, emphasizing the importance of transparent communication.
Strategies for Managing Working Capital in Small Business Acquisitions
By ensuring clarity, preparation, and open negotiations, both buyer and seller can foster a smooth acquisition process. Here are strategic pointers for minimizing problems:
Define Clear Targets: Both parties should agree upon a fair target for inventory and operating capital, ensuring no unexpected cash adjustments during closing. Typically, this target is derived from the average trailing twelve-month operating capital amounts.
Understand Working Capital Adjustments: These capture business performance between the Letter of Intent (LOI) and the acquisition closure. Ensure that the formula for determining this adjustment is agreed upon during the LOI phase, as it holds substantial negotiation power.
Be Prepared for Shortfalls, especially for businesses where operations are less predictable: Establish a line of credit, secured by receivables and inventory. This financial cushion, combined with cash in the business, should exceed your highest possible need. Such pre-arranged financing acts as essential insurance for the buyer.
Negotiate Contract Terms: Align cash inflow with outflow by adjusting payment terms. For instance, negotiate with suppliers for extended payment periods and incentivize customers for early payments.
Seek Expert Guidance: Engage with a business broker or M&A advisor early on to discuss operating capital handling. Also, consult your small business banker to gauge your working capital needs and make necessary preparations.
In small business acquisitions, working capital stands as the linchpin for stability and growth. It’s more than just a transactional detail – it’s inherently strategic. To navigate the intricacies of acquisitions with assurance, it’s crucial to collaborate with experts such as CPAs and M&A advisors. Equip yourself with knowledge, approach with diligence, and let informed decisions guide your journey. As the business landscape continues to evolve with technological advancements like artificial intelligence and data analytics, staying updated and adaptable becomes even more crucial. These shifts are not only reshaping how acquisitions are approached but also emphasizing the importance of future-proofing one’s strategies.