How is inventory valued when a company changes hands?
Under different standards for different purposes: buyers price inventory at its investment value to their own operations, tax purchase price allocations require fair market value, and post-closing financial statements measure it at ASC 820 fair value from a market-participant perspective. Using the wrong standard for the context is the core technical error in M&A inventory work.
What inventory records do buyers scrutinize in diligence?
SKU-level stock listings, aging schedules, costing policies, and write-down history. Buyers and their lenders challenge valuations that ignore obsolescence or excess stock, because the asset approach restates book inventory to fair value and any padding flows straight into the price. Missing aging detail is treated as risk and priced accordingly.
How does inventory affect the purchase price beyond its own line?
Deal multiples on EBITDA or seller's discretionary earnings implicitly assume normalized working capital, including typical inventory levels. When inventory is unusually high, low, or partly obsolete, the parties adjust the working capital peg or the earnings base, so a disputed inventory number can move the price by more than the inventory itself.
Does the negotiated deal price establish fair value of the assets?
Not automatically. Delaware courts treat merger price as evidence of fair value, sometimes decisive evidence, but only when the sale process was sound, and statutory fair value excludes value created by the merger itself. The deal price is a data point for asset-level values, not a substitute for supported allocation work.