Net Working Capital
Net working capital, in the M&A sense, is the normalized level of working capital a seller must deliver with the business at closing. Buyer and seller negotiate a peg, usually the trailing twelve-month average, and the purchase price adjusts dollar-for-dollar for any shortfall or excess at close. It exists so a seller can't quietly drain inventory and stretch payables before handing over the keys, and it's one of the least understood levers in deal economics.
Sellers fixate on the headline multiple and lose real money here. Say the peg is set at $350,000 based on your trailing average, but your inventory naturally peaks pre-Q4 at $500,000. Close in October without negotiating seasonality into the peg and you just donated $150,000 of inventory to the buyer inside the same price. The reverse works too: sellers who understand the mechanism time closings and negotiate seasonal pegs, and keep six figures that others give away.
Your negotiating position is only as good as your balance sheet history. A clean monthly balance sheet with reconciled inventory lets you argue for the right peg with data; books rebuilt during diligence leave the buyer's QoE team to set it for you. The working capital fight is covered in our quality of earnings guide.
Where this shows up in our work
This isn’t textbook material for us; it’s the day-to-day of keeping seller books right. See how we handle it in practice:
Monthly Ecommerce Bookkeeping→