Free Cash Flow (FCF)

A valuation method that estimates the present value of a company based on projections of its future free cash flows, discounted back to today at the cost of capital. DCF valuations are sensitive to growth assumptions and are often used alongside multiples-based approaches.

The smallest identifiable group of assets that generates cash inflows largely independent of the cash inflows from other assets or groups of assets. Under IAS 36, when an individual asset's recoverable amount cannot be estimated in isolation, impairment testing is performed at the CGU level.

The difference between current assets and current liabilities, representing the short-term liquidity available to fund day-to-day operations. Effective working capital management ensures a business can meet its obligations while optimising cash flow for growth investment.

The value attributable to the shareholders of a business after deducting all debt and debt-like obligations from enterprise value. Equity value represents what the owners would receive if the business were sold and all liabilities settled.

The additional amount a buyer pays above the pro-rata market value of a company's shares to acquire a controlling interest. The control premium reflects the value of being able to direct the company's strategy, operations, capital allocation, and management.

The amount by which a company's net working capital exceeds the level required to sustain its normal business operations. In M&A transactions, excess working capital increases enterprise value (and therefore equity value) because it represents surplus cash or near-cash resources available to the buyer beyond what is needed to run the business.

The estimated value of an asset at the end of its useful life or the end of a forecast period. In intangible asset valuation, residual value considerations are important for assets with finite lives, such as patents approaching expiration, as well as for terminal value calculations in discounted cash flow models.

Uncommitted or undeployed capital that a fund or investor has available to invest. High levels of dry powder in the market can increase competition for deals and drive up valuations, while individual fund dry powder indicates remaining investment capacity.

Return on Equity (ROE)

Net income divided by shareholders' equity, measuring the return generated on owners' invested capital.

What is working capital and why does it matter in M&A?

Working capital is current assets minus current liabilities; in M&A, buyer and seller agree a normalised target, and under completion accounts the price rises if working capital at completion is above it and falls if it is below.

What special considerations apply to B2B ecommerce and wholesale businesses?

B2B ecommerce differs from B2C: sales cycles are longer, deals are larger, inventory management is critical, and wholesalers expect payment terms and volume discounts.