TOOL · TRANSACTION ANALYTICAL

The Working Capital Peg Calculator

An indicative estimate of the working capital number a buyer will negotiate against, worked out before they do it for you.

When a business sells, the price assumes a normal level of working capital comes with it. That level is called the peg. If you arrive at the table without one you can defend, the buyer sets it, and the difference comes straight off what you are paid.

This works out a provisional peg from twelve months of your own numbers: the trailing average, adjusted for seasonality, for anything non-operating sitting in the accounts, and for where the business is heading. You get the peg, the range around it, every adjustment shown line by line, and how your collection, payment and inventory days compare to this calculator's sector assumptions.

You will need twelve months of accounts receivable, accounts payable, inventory, other current assets and liabilities, revenue and gross margin. Have the spreadsheet open.

About fifteen minutes with the numbers in front of you. You can go back at any point.

Before you begin

Questions this diagnostic answers

What is a working capital peg?

The normal level of working capital that a sale price assumes comes with the business. If actual working capital at closing is below the peg, the price is reduced by the difference. It is one of the most commonly negotiated numbers in a deal and one of the least prepared for.

How is the working capital peg calculated?

Usually as an average of monthly net working capital over the trailing twelve months, adjusted for seasonality, for anything non-operating sitting in the accounts, and for where the business is heading. Each of those adjustments is negotiable, which is why documentation matters more than the arithmetic.

Why does working capital change the price I get?

Because the price assumes the business comes with enough working capital to keep running. If you draw cash out before closing, or if the peg is set high, the shortfall comes off the price pound for pound. It is a direct transfer, not a valuation adjustment.

What is DSO, DPO and DIO?

Days sales outstanding is how long customers take to pay you. Days payable outstanding is how long you take to pay suppliers. Days inventory outstanding is how long stock sits before it sells. A buyer compares all three against what is normal for your sector and asks about anything unusual.

What counts as a non-operating item in working capital?

Balances sitting in the current accounts that have nothing to do with trading: money owed to or from you personally, loans to or from another company you own, money set aside for a legal dispute, or customer deposits for work that will not happen. A buyer will take these out, and it is better if you do it first.

How does seasonality affect the peg?

If the business swings through the year, the working capital on the day you close may be well above or below the average. Buyers are aware of this and sometimes time closings accordingly. Documenting the seasonal pattern before a process is what lets you argue for the right measurement date.

What you will be asked

A few of the questions and inputs you will see. Your answers and results stay in the diagnostic.

  • What customers owed you, month by month
  • What you owed suppliers, month by month
  • Stock on hand, month by month
  • Other money tied up, month by month
  • Other money owed, month by month
  • Revenue, month by month

How to use the Working Capital Peg Calculator

Use the Working Capital Peg Calculator to make a directional read of your business. This is not a lender quote, valuation opinion or commissioned diligence report.

  1. 01

    Enter your information

    Provide your details and work through monthly working-capital balances and deal context across the working-capital bridge. Allow about 20 minutes; your pace may vary.

  2. 02

    Consider each response

    Enter the figures you can evidence and review how a buyer could interpret the inputs and assumptions.

  3. 03

    Review the result

    Read an indicative working-capital peg range. The output is indicative, not a formal quote or verified diligence opinion.

  4. 04

    Plan the next steps

    Review the recommended actions where gaps qualify. If no areas need remediation, maintain the evidence and revisit the read when your circumstances change.

Plain-language finance glossary
EBITDA
Earnings before interest, tax, depreciation and amortisation. A rough measure of operating profit, used because it strips out financing and accounting choices that vary between businesses.
Add-backs
Costs taken back out of profit because they are personal, one-off, or would not continue under new ownership. A buyer will accept some and challenge others.
Quality of Earnings (QofE)
An examination a buyer or seller commissions that rebuilds a business's profit figure from source records, to test whether the reported number is defensible.
Normalising
Adjusting a figure to what it would be in a normal year, by removing one-offs and unusual events.
Trailing twelve months (TTM)
The most recent twelve months of trading, used instead of a financial year so the figures are current.
Run-rate
What the business would earn over a full year at its current level of trading, rather than what it earned historically.
Working capital
The cash tied up in running the business day to day: money owed by customers, plus stock, less money owed to suppliers.
Working capital peg
The normal level of working capital a sale price assumes comes with the business. If actual working capital at closing is below the peg, the price is reduced.
DSO
Days sales outstanding. How long customers take to pay you, on average.
DPO
Days payable outstanding. How long you take to pay suppliers, on average.
DIO
Days inventory outstanding. How long stock sits before it sells, on average.
Letter of intent (LOI)
The agreed outline of a deal, signed before detailed diligence begins. Usually not binding on price.
Data room
The organised set of documents a buyer works through during diligence.
Earn-out
Part of the purchase price paid later, and only if the business hits agreed targets after the sale.
Escrow
Part of the purchase price held back for a period after closing, in case something surfaces.
Covenant
A condition a lender attaches to a loan, such as keeping debt below a set multiple of profit. Breaching one gives the lender rights.
Covenant headroom
How much room you have before you breach a loan condition.
Leverage
Your debt measured as a multiple of profit.
Coverage
Whether profit comfortably covers your loan payments and other fixed commitments.
Fixed charge coverage ratio (FCCR)
Profit divided by everything you are committed to paying: loan payments, leases and similar. Lenders typically want this comfortably above 1.
Collateral
Assets a lender can take if the loan is not repaid.
Lien
A claim someone already has over an asset, which affects what a new lender can lend against it.
Advance rate
How much a lender will lend against an asset's value.
Equity cure
A written right for the owners to put money in and fix a breached loan condition.
Basis points
Hundredths of a percent. 100 basis points is 1%.
Intercompany balances
Money owed between entities you own.
Related-party transaction
A deal between the business and its owners, their family, or another company they own.
Independent sponsor
An acquirer who finds a deal first and raises the money for it afterwards, rather than holding a committed fund.
Enterprise value
The value of the business itself, before subtracting debt and adding cash. Not what the seller receives.

What to look at next

Choose the next question you want to examine:

Methodology

How This Calculator Works

The peg is the normal level of working capital the price assumes comes with the business. This calculator estimates a provisional peg from your entries; it does not audit your records or predict what a buyer will accept.

The Six-Step Calculation Methodology

Step One calculates each month's net working capital: accounts receivable plus inventory plus other operating current assets, less accounts payable and other operating current liabilities. The anchor is the simple average of the trailing twelve months (TTM), entered oldest first.

Step Two measures variation from your monthly working capital series and asks you to confirm or override it. If average working capital is zero but the monthly figures vary, the percentage ratio is undefined: the calculator classifies the series as severe and uses 100% only as a display value, not a measured variation. The seasonal adjustment compares the selected historical close-month balance, not a multi-year seasonal average, with the twelve-month average. The calculator weights that difference by the seasonality category and time to close. Overrides and disagreements are recorded in the trail.

Step Three calculates collection days (DSO) against annual revenue, and payment days (DPO) and stock days (DIO) against cost of goods. Cost of goods equals annual revenue multiplied by one minus your gross margin. If no margin is supplied, the disclosed sector default is a calculator assumption. Comparison ranges and margins across sectors are provisional calculator assumptions, not sourced industry norms or observed deal statistics. Sub-sector and business model do not change them.

Step Four removes actual non-operating balances supplied by you: asset removals reduce working capital and liability removals increase it. Unknown amounts remain flagged, not yet quantified. One-off flags pull the average toward the median by 35% of that gap per flag, capped at 100%; this is a disclosed heuristic calibrated to general market data and TEOL's frameworks, not the measured impact of those events. Revenue growth compares the average of the last three months with the first three months. The growth adjustment is linear: the signed TTM average working capital multiplied by the confirmed growth rate, or your override. This assumes working capital scales proportionally with revenue; for a negative average, positive growth produces a negative adjustment. It is not a forecast or annualised growth estimate.

Step Five adds the adjustments to the average for the midpoint. The range extends by at least 3% of the absolute midpoint on either side, widened by the seasonal spread when larger. This estimation floor is a calculator assumption, not a statistical confidence interval. Adjustments use a shared rounded value in the bridge and trail.

Step Six shows the gap between the unadjusted average and provisional midpoint for active transactions. This is a scenario comparison, not a measured loss or prediction of repricing.

What the Output Reveals

The bridge shows each adjustment in either direction. The trail explains the arithmetic, supplied values and assumptions. Position bands and actions are based on your entries, not a review of supporting records.

The calculator is calibrated to general market data and TEOL's frameworks. Results are general guidance, not advice, and can contain errors. Use the ranges as prompts for discussion with your accountant and buyer, not as audited evidence or a guarantee of an agreed peg.