
Deferred revenue can be a bit tricky to understand, especially when it comes to working capital. It's a liability, not an asset, but it's often considered a form of advance payment.
In the context of working capital, deferred revenue is considered a current liability because it's expected to be paid within one year. This is in contrast to non-current liabilities, which are expected to be paid after a year.
Deferred revenue can be a sign of a company's financial health, as it indicates that customers have prepaid for services or products. However, it can also be a sign of poor cash flow management if the company is struggling to fulfill its obligations.
Definition
Deferred revenue is a liability that arises when a company receives payment from a customer for a service or product that has not yet been delivered or earned.
It's essentially a promise to deliver something in the future, and the payment is held in escrow until the obligation is fulfilled.

In accounting, deferred revenue is considered a current liability because it's expected to be settled within a year or less.
A good example of deferred revenue is when a company sells a subscription-based service, like a software-as-a-service (SaaS) model, where customers pay upfront for access to the service over a period of time.
This payment is recorded as deferred revenue until the service is delivered, at which point it's recognized as revenue.
Deferred Revenue and Working Capital
Deferred revenue can significantly impact the deal result in M&A transactions, especially when it's material. Buyers and sellers may have different views on how to classify deferred revenue, depending on their interests and perspectives.
Buyers may argue that deferred revenue is debt-like because it represents a cash inflow that has not yet been earned, and the buyer will have to incur costs and assume risks to fulfill the obligations to the customers when the seller has already taken the cash benefit associated with those obligations.
Deferred revenue is considered a liability, which reduces the overall amount of working capital available. This is because working capital is defined as current assets minus current liabilities, and adding deferred revenue to other current liabilities will decrease this amount.
Examples

Let's take a look at some examples of deferred revenue and its impact on working capital.
A company like Netflix can have deferred revenue of over $10 billion, which is a significant amount that needs to be managed.
Deferred revenue can be a result of advance payments from customers, such as a monthly subscription service.
In 2020, a company like Amazon generated $386 billion in revenue, with a significant portion of it being deferred revenue from advance payments.
Managing deferred revenue is crucial for companies to ensure they have enough working capital to meet their short-term obligations.
A company like Apple can have a large amount of deferred revenue from sales of iPhones and other products.
Deferred revenue can be a challenge for companies to manage, especially when it comes to predicting cash flow.
In some cases, deferred revenue can be used as a source of financing for companies, allowing them to invest in new projects or pay off debt.
Is it Part of Working Capital?

Deferred revenue is considered a liability, which means it reduces the overall amount of working capital available. This is because working capital is calculated by subtracting current liabilities from current assets.
Having a large amount of deferred revenue can make it challenging to manage short-term cash needs, such as paying bills and making payroll.
Deferred Revenue in M&A
Deferred revenue can have a significant impact on the deal result, especially when it is material. Buyers and sellers may have different views on how to classify deferred revenue, depending on their interests and perspectives.
Buyers may argue that deferred revenue is debt-like because it represents a cash inflow that has not yet been earned. Sellers may argue that deferred revenue is working capital, because it is part of the normal business model and cash cycle.
In some cases, it may be prudent to find a middle ground, treating part of the deferred revenue as debt-like and the rest as working capital. This can be done by applying a cost of sales percentage to gauge the cost of delivery.
Critical in M&A

Deferred revenue can be a critical component in M&A transactions, particularly when it comes to valuing a company's financials.
Deferred revenue is a liability that represents payments received in advance from customers for goods or services not yet delivered.
This can be a significant issue in M&A, as it can distort a company's financial performance and make it difficult to determine its true value.
In one case, a company had $10 million in deferred revenue, which was 20% of its total revenue.
This can make it challenging for buyers to accurately assess the target company's financial health and make informed decisions.
Deferred revenue can also create accounting complexities, such as the need to recognize revenue over time rather than at the point of sale.
This can lead to differences in financial reporting between the buyer and seller, potentially causing disputes during due diligence.
Implications of Deferred Revenue in M&A
Deferred revenue can have a significant impact on the deal result, especially when it is material. Buyers and sellers may have different views on how to classify deferred revenue, depending on their interests and perspectives.

Buyers may argue that deferred revenue is debt-like because it represents a cash inflow that has not yet been earned. This can be a major point of contention in M&A transactions.
Sellers may argue that deferred revenue is working capital, because it is part of the normal business model and cash cycle. This perspective highlights the importance of considering the business's operating cycle.
In some cases, it may be prudent to find a middle ground, treating part of the deferred revenue as debt-like and the rest as working capital. This approach can help to effectively pay the acquirer for delivering the obligation.
Frequently Asked Questions
What is included in working capital?
Working capital includes cash, accounts receivable, inventories, and other liquid assets, as well as accounts payable and debts that are due within a year. These are the key components that help a company manage its short-term financial needs and stay afloat.
Sources
- https://smallbusiness.chron.com/deferred-revenue-working-capital-14233.html
- https://www.bdo.com.au/en-au/insights/corporate-finance/what-is-deferred-revenue-and-how-does-it-impact-m-a-deals
- https://vistapointadvisors.com/news/economic-implications-net-working-capital-founders
- https://www.lutz.us/blog/net-working-capital-calculation-dilemma-customer-deposits-deferred-revenue
- https://oboloo.com/is-deferred-revenue-part-of-working-capital/
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