The working capital portion of the negotiation has always been a hurdle when talking with small business owners because it's typically their first time going through a business sale (and if there is a broker, they're not always helpful###-###-#### The most recent situation has been challenging. At first, the seller wanted to retain the AR balance at close or be paid for it in excess of my offer. After I explained the rationale for it being a part of the business purchase, we negotiate the working capital peg that would be used to measure against at close. Making things a bit more complicated is a recent price increase that is pushing AR up on an LTM basis (I'm conceding on a higher peg because this increase should benefit me on a run rate basis).

All this being said, I'd love to hear how others approach this step in the negotiation. How early do you tackle it, and is there a tried and true way to make it a smooth discussion with an understandably unsophisticated small business owner?