Cash Flow Modelling - In this method, a cash flow projection is constructed over at least the next 12 months but generally longer. This will allow a clear view of what excess working capital manifesting in cash is over a longer period and allow a clear view of what cash could be taken out at closing without causing the cash balance to go dangerously low in the future. This is often the method easiest for both Buyer and Seller to understand but requires a focused project working with both sets of accountants. One caveat of this method is that the Seller is selling the business as it is running today. If the Buyer wants to grow it this is great, but it is not up to the Seller to provide working capital for them to do so. Others - The objective of determining a minimum working capital level is that the business does not run out of money at some point in the future based on the current operating level. Often there are many technical nuances that require the Buyer and Seller’s accountants to come to a joint conclusion using a hybrid of these methods. Methods for Managing Working Capital During a Business Sale Process Closing Accounts Method - With this method, a target working capital figure is specified either at the Heads of Terms/LOI stage or at some stage during the Due Diligence phase. Again, getting the parties to agree on this can be contentious so the assistance of a qualified M&A Advisor can be helpful in managing the discussion. It is unlikely that both sides' accountants will agree on this figure and there are likely to be philosophical differences on what constitutes working capital. However, at some point, a figure that the Seller is committing to the Buyer will be on the balance sheet on closing day and must be agreed upon.
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