什么是营运资金?它如何影响销售交易?
超出了营运资金的纯粹会计定义, the working capital target or “peg” and associated true-ups can be confusing. Mostly, this is due to the inherent complexities that arise and that determining a peg is often more of an art than a science.
This article will help you understand what working capital is and why it matters in a transaction.
从会计角度看, 营运资金定义为流动资产减去流动负债, 来源于公司的资产负债表. Fundamental to this calculation is the appropriate classification of assets and liabilities as long-term or current. Perhaps the easiest way to think about this is that a current asset or current liability is expected to convert to cash or result in a cash outlay over the course of 12 months from the balance sheet date. Accounts receivable and accounts payable; for example, are two common types of current assets and liabilities that would be expected to impact cash within a 12-month period. Items such as rent deposits need to be examined to determine whether a current classification is indeed appropriate.
The accounting definition; however, is just the starting point for calculating working capital in a transaction. Inherent in most deals that involve the sale of an owner’s equity interest, 这是一笔无现金交易吗, 无债一身轻的基础上. Thus, cash and funded debt are excluded from the calculation of working capital. That is, the buyer does not assume the seller’s funded debt or keep any of the cash. Other items that are commonly excluded from the transaction-based calculation of working capital (the “Transaction Working Capital”) include any federal or state income taxes payable or receivable, 应付给业主/卖方的款项, 应付利息, 因交易相关费用或奖金而应付的款项, and related party transactions or transactions which are not at arm’s length.
One of the more complicated areas that can arise for technology companies is the treatment of deferred revenue. 对于基于订阅的业务, cash is typically received in advance of the obligation to perform a service. 尽管卖方会收到现金, the buyer is nevertheless responsible for funding the downstream obligation created by the subscription agreement.
Buyers will frequently seek to have deferred revenue carved out of the working capital calculation and treated as debt. While it can be advantageous for the seller to treat deferred revenue as a component of working capital, 妥协往往是必要的. Ideally, whether treated as a component of working capital or carved out as debt (and paid for by the seller as a reduction of purchase price), the seller should seek to have the obligation reflect the actual cost of the future obligation as this may be a fraction of the deferred revenue balance.
A seller is typically expected to provide a buyer with a “normalized” amount of working capital as of the closing date of a transaction. This is important to the buyer as the working capital left by the seller will be used to support the operations of the business post-close. 如果买方没有足够的净营运资金, 必须确定并资助短期需求. While it is not unusual for a buyer to infuse some amount of cash into the business post-close, an inadequate level of working capital can effectively result in an additional cost for the buyer.
This article is part of a series exploring the importance of working capital in a sale transaction. 其他条款包括:
要获得完整的系列，请下载 Deal Me In: The Importance of Working Capital Management in a Transaction whitepaper.
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