Working Capital in Mergers and Acquisitions for the Manufacturing Sector

⏱ Reading Time: 4 minutes


Working capital is especially crucial in the manufacturing sector, where operations often rely on raw materials, production cycles, and complex supply chains. In the context of mergers and acquisitions (M&A), the lack of sufficient working capital can lead to significant disruptions and lower a company’s valuation. This article delves into why working capital is vital in M&A transactions within the manufacturing sector and provides examples of how a shortage of it can reduce a company’s worth.

What is Working Capital?

Working capital represents the funds a company needs to cover its short-term operational costs and maintain its day-to-day operations. It is calculated by subtracting current liabilities from current assets, including cash, accounts receivable, inventory, and other short-term assets. When an M&A deal is negotiated on a “cash-free debt-free basis,” the Working Capital does not include cash, short-term debts like notes payable as well as accrued interest expenses on debts.

A healthy working capital balance indicates that a company can meet its short-term obligations and has enough liquidity to support its operations. Conversely, a deficit in working capital suggests financial strain and potential cash flow issues.

Why Working Capital Matters in Manufacturing M&A

Manufacturing businesses typically have high working capital requirements due to several factors:

1. Inventory Management:

Manufacturing companies often maintain significant inventories of raw materials, work-in-progress, and finished goods. Adequate working capital is essential to manage these inventories without production delays or stockouts.

2. Supply Chain Complexity:

Manufacturing involves intricate supply chains. Working capital is crucial to ensure timely payments to suppliers, preventing delays in raw material deliveries or disruptions in the manufacturing process.

3. Equipment and Maintenance:

Manufacturing requires significant investment in equipment and machinery. Working capital is needed to fund maintenance, repairs, and replacement of outdated or broken equipment, ensuring smooth operations.

4. Customer Payment Cycles:

Manufacturing companies often deal with customers who have longer payment cycles, such as 30 to 90 days. Working capital helps bridge the gap between production costs and customer payments, allowing the business to operate without cash flow issues.

Given these factors, M&A transactions in the manufacturing sector must carefully consider working capital to ensure a smooth transition and avoid operational disruptions. A lack of working capital can lead to reduced production capacity, delayed orders, and a loss of business opportunities.

How Lack of Working Capital Lowers Manufacturing Company Valuation

A shortage of working capital can have a detrimental impact on a manufacturing company’s valuation in an M&A context. Here are some examples of how this can occur:

1. Production Delays:

A manufacturing company with insufficient working capital may experience production delays due to a lack of raw materials or equipment breakdowns. This can result in late orders, customer dissatisfaction, and loss of contracts, ultimately lowering the company’s revenue and valuation.

2. Increased Debt:

Manufacturing businesses with low working capital often resort to short-term financing or credit lines to cover operational costs. This can lead to higher interest expenses, reducing profitability and affecting the company’s overall value.

3. Reduced Operational Efficiency:

Without adequate working capital, manufacturing companies may struggle to maintain efficient production processes. This can lead to increased waste, higher production costs, and lower profit margins, all of which impact valuation.

4. Reputation Damage:

A lack of working capital can result in delays in paying suppliers, leading to strained relationships and potentially affecting the company’s reputation within the industry. A damaged reputation can lower a company’s attractiveness to buyers and result in a lower valuation.

5. Reduced Investment in Innovation:

Manufacturing companies with insufficient working capital may not have the resources to invest in research and development or adopt new technologies. This lack of innovation can limit growth opportunities and reduce the company’s future potential, impacting its valuation.

Examples from the Manufacturing Sector

In the manufacturing sector, several real-world examples illustrate the importance of working capital in M&A transactions:

1. Automotive Parts Manufacturer:

An automotive parts manufacturer undergoing an M&A transaction had significant cash flow issues due to extended payment cycles from customers and high inventory costs. This led to production delays and increased debt, which ultimately reduced the company’s valuation in the eyes of potential buyers.

2. Electronics Manufacturer:

An electronics manufacturing company experienced a drop in valuation during an M&A deal due to insufficient working capital. The company faced delays in receiving raw materials from suppliers, causing production slowdowns and delayed deliveries to customers. These issues led to a loss of customer contracts and a decrease in revenue, impacting the company’s valuation.

3. Food Processing Company:

A food processing company with inadequate working capital faced increased debt and operational inefficiencies. The company’s inability to pay suppliers on time caused disruptions in the supply chain, leading to production halts and lower revenue. These factors contributed to a reduced valuation during an M&A transaction.


In M&A transactions within the manufacturing sector, working capital is a critical consideration. The lack of it can lead to production delays, increased debt, reduced operational efficiency, and damage to a company’s reputation, all of which can lower its valuation. Buyers and sellers in manufacturing M&A transactions must prioritize working capital to ensure a smooth transition and maintain or enhance the company’s value. Most manufacturing companies are valued at a multiple of cash flow, among other considerations. Without the inclusion of working capital in a manufacturing M&A transaction, the buyer will not have the same cash flow the seller experienced, and thus, the business is worth less.

Sign up for insights and seller tips.