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Working Capital WORKING CAPITAL By Christopher J. Hewitt ARE YOU PROPERLY ADDRESSING WORKING CAPITAL IN YOUR PURCHASE AGREEMENT? A different perspective on working capital true-ups in M&A transactions Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business development professionals, seem to struggle with this provision. In this article, I will discuss my perspective on the objective the working capital true-up should attempt to accomplish, and identify and explain some of the most common problems that I have seen in my practice with this provision. First, I will address the purpose of working capital and how that purpose relates, if at all, to target working capital in a transaction. I will then examine some of the issues in the mechanics of a working capital true-up, rollover equity, and the concept of a “cash-free” business. THE PURPOSE OF WORKING CAPITAL business on a daily basis, it can use those excess proceeds to pay down debt, invest in the business, return excess funds to I think I can safely say that everyone who has encountered a shareholders, or some combination thereof. working capital provision at least once knows that the accounting definition of working capital is current assets minus current Similarly, the purpose of requiring that a certain amount of liabilities. For many practitioners, however, that is where the working capital be left in an acquired business should be to attempt to understand working capital begins and ends. make sure that working capital is sufficient for the buyer to operate the business post-closing so that it need not inject Working capital represents the operating liquidity available to the cash into the business. Stated differently, the current business. Stated differently, it is the amount of capital required by an organization to meet its day-to-day expenses without the infusion of outside capital. Working capital represents the operating liquidity Working capital management is one of the most important issues available to the business. Stated differently, it is facing an organization. Organizations can reduce their financing the amount of capital required by an organization costs, increase the funds available to expand the business, to meet its day-to-day expenses without the or increase the return to shareholders by effectively managing working capital. To the extent that management is able to infusion of outside capital. generate cash that exceeds the amount required to operate the WORKING CAPITAL 1 assets purchased by the buyer—e.g., inventory, accounts target working capital. Admittedly, this could be a difficult receivable, prepaid expenses, and, yes, even cash—should task in many situations, especially where a seller is trying to be sufficient to pay off the current liabilities assumed by convince a buyer to pay seller for the working capital in excess the buyer—e.g., accounts payable—as well as to produce of “normalized” working capital. more inventory, make payroll, and pay other daily expenses of the business. Another aspect to consider is how the parties, or at least the buyer, arrived at the purchase price. If the buyer based its purchase price on historical earnings or EBITDA, then looking at an TARGET WORKING CAPITAL historical average of working capital may work. Even in that case, however, the parties should look to see what working capital is With this backdrop in mind, the first critical issue to consider necessary to operate the business as the seller operated the in the working capital true-up is the amount of working capital business over the preceding periods. It would be coincidental necessary to accomplish the foregoing objective, called the at best if this amount were the TTM average. target working capital. Conversely, if the business sold is growing and the buyer paid Probably the most common method parties use to calculate for that growth, i.e., the prospects of the business, then the target working capital is the trailing twelve month (TTM) average target working capital should be the amount necessary to run of the actual working capital of the business being acquired, the business as anticipated to be run to generate that growth. In adjusted for items the buyer is not taking, e.g., the current this situation, a TTM average will in all likelihood be below the portion of long-term debt and taxes. While this approach may amount of working capital necessary to generate the growth paid have appeal in its simplicity, it completely fails to consider the for. The following graph highlights how the TTM average would purpose of working capital as discussed above. It also fails to significantly understate required working capital in a growing consider how the parties arrived at the headline purchase price, business, assuming a year-end closing date. In this case the whether or not the business is growing, or seasonal fluctuations buyer would be paying the seller for the “extra” working capital, in working capital. which is really necessary to operate the growing business. If the purpose of working capital is to pay the day-to-day expenses of the business, the business generates more cash than is necessary to run the business, and the seller neither reinvests that extra cash nor distributes it to shareholders, one can see how the TTM average would overstate required target working capital. This scenario is actually very common in privately held companies where the shareholders are not concerned about managing working capital or taking money out of the business. Conversely, if the business does not generate enough working capital to fund the daily operations of the business, and the business needs to borrow or receive an equity infusion, the TTM average would understate what should be the target working capital. Thus, an analysis of the amount of cash it actually takes Similarly, in a business with seasonal fluctuations in working to operate the business, and not calculating some mathematical capital, using the TTM average may either understate or over- average, is the effort that should be put forth to determine the state target working capital depending on when during the year the business is acquired. As depicted in the following graph, assuming each year looks similar, using the TTM average results Thus, an analysis of the amount of cash it actually in an increase or decrease in the amount paid at closing based takes to operate the business, and not calculating some simply on when the business is acquired due to seasonality. While there is an argument to be made here that the TTM mathematical average, is the effort that should be put average smoothes out seasonality, I think it would again be forth to determine the target working capital. purely coincidental if the TTM average equaled the true working capital requirements of the business. 2 WORKING CAPITAL By Christopher J. Hewitt have some period of time (between 30 and 60 days after buyer delivers its calculation) to review buyer’s calculation and dispute or accept its accuracy. If the seller disputes the buyer’s calculation of closing working capital and the parties cannot resolve this dispute, they may engage an independent accounting firm to arbitrate the dispute. Ultimately, a closing working capital drops out of this process and is compared to the estimate. If closing working capital is higher than seller’s estimate, buyer will pay to seller the amount of that difference, or it will be paid out of the business. If closing working capital is less than seller’s estimate, the seller will pay to buyer the amount of that difference. Again, presumably buyer As part of the financial due diligence, the parties and their would inject that payment into the business. Once working advisors should strive to understand the working capital capital is finally determined, the parties typically may not revisit necessary to operate the acquired business, as it is currently run this topic, and the working capital true-up is complete. or is anticipated to be run, in determining the purchase price. Otherwise, the seller could be leaving money on the table in the While this process seems straight forward in theory, in practice form of excess returns that it had not previously paid to itself, it rarely is. The remainder of this article will describe some or the buyer may not be receiving the full value of its purchase common issues that arise in this true-up process and provide price in that it may need to inject capital into the business some suggestions on how these problems might be avoided. shortly after acquiring it. WORKING CAPITAL IS NOT PURCHASE PRICE TRUE-UP MECHANICS In describing the mechanics of the working capital true-up, While variations exist, the following seems to be the most I deliberately avoided characterizing the payments of the common working capital true-up mechanism. A few days prior differences between the closing estimate to target and the to the proposed closing, the seller will deliver to the buyer the final working capital to the closing estimate as purchase price seller’s estimate of the amount of working capital that it expects adjustments. Only the headline purchase price should properly to deliver at closing. In many cases, this estimate will be be considered the purchase price when the parties calculate the calculated by both parties as they are working to arrive at target working capital and run through the true-up mechanics. target working capital, and thus this estimate should very The adjustments made at closing for the working capital true-up, rarely be a surprise. as well as to pay off debt or transaction expenses or to pay the At the closing, the estimated working capital is compared to seller for excess cash, are simply for funds flow purposes.
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