Closing mechanics

Working Capital

Working capital determines whether the buyer receives a normally funded operating business or must inject additional cash immediately after closing.

Buyer lens

Use monthly history and operating reality to establish normal working capital rather than accepting one balance-sheet date.

Seller lens

Prepare clean working-capital history before the peg becomes a late-stage negotiation.

Why it matters

  • A profitable company can still consume substantial operating cash.
  • Seasonality and growth can distort a single month-end snapshot.
  • AR, inventory, AP, accrued expenses and deferred revenue need transaction-specific definitions.

Evidence to reconcile

  • Monthly balance sheets
  • AR/AP aging
  • Inventory history
  • Accrued liabilities
  • Historical cash conversion