§ 02The seasonality cycle inside NWC

SaaS NWC isn't flat across the year. Annual billings on January 1st renewals create a Q1 spike in deferred revenue that unwinds quarter-by-quarter. For an acquirer, the question is: at what point in the cycle are we measuring? Buyers and sellers fight this one before they fight price.
Deferred revenue · seasonality pattern
Q4 2025
$178M
Q1 2026 (peak)
$207M
Q2 2026E
$187M
Q3 2026E
$171M
Q4 2026E
$166M

Q1 deferred rev typically runs ~16% above Q4 for SaaS with calendar-year renewal concentration. Klaviyo's exact figure: 16.3%. Acquirers normalize on a trailing-twelve-month average, not the Q1 snapshot.

NWC peg setting · two methods

Q1 spot ($109M deficit): seller-favorable. Buyer pays peg consistent with the moment of maximum customer prepayment.

TTM average (~$78M deficit): buyer-favorable. Smooths out the renewal calendar bump.

Delta: ~$31M — meaningful at a 10x revenue multiple where every dollar of working capital flows to enterprise value.

The accepted practice is TTM monthly average for any subscription business; sellers who push for spot get pushed back.