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Buying A Liquor Store - When Do I Perform The Inventory Count?

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Comments & Replies: 7     Views: 8566     Posted By: Peter Siegel MBA  



Topics: Buying A Business, Escrow Closing Issues     Tags: buying a business, escrow bulk sales, inventory



The only time to get an exact and accurate inventory count, and valuation, is at the time the business is being transferred.

To do so beforehand, would mean that any merchandise sold after inventory is taken, but before close of escrow - assuming the store remains open and some merchandise is sold before the deal is finalized - would enable the seller to collect the proceeds from any merchandise sales as well as receiving the wholesale value of that merchandise, even though it no longer is part of inventory and cannot be transferred to the buyer.

As an example, if a bottle of scotch whiskey is counted during inventory, and included in that count when inventory value is made part of the escrow, but actually was sold while the escrow was being conducted, the buyer will have paid for it, but won’t have it on the shelf to sell when he or she assumes ownership.

Typically, the store is closed for the inventory count to avoid this problem. Alternatively, the store can remain open while escrow is conducted, with the store clerks making careful note regarding the sale of each item, so the inventory count can be adjusted to allow for what was sold.

Contributor: Business Appraisals, Valuations Advisor

After business hours or on slow days. I know that is hard to do with your business but those are the best times.


From the past transactions, we usually see the buyer and seller perform inventory count within 48 hours from close of escrow or at least a day before the close of escrow. In the opening escrow, buyer and seller usually agree on a rough estimate of the inventory amount and once parties complete the inventory count, then the escrow holder is notified of the exact figures so it can be incorporated into the escrow closing documents.

Contributor: Business Broker, SF Bay Area

Usually I recommend doing the Inventory the night before Close of Escrow. Then next morning you can take the Inventory information to Escrow to have them update the final price based on the actual inventory. There are Inventory services who will do the Inventory lot faster than you would do it on your own. If the Seller keeps the cost information handy that speeds up the process. Otherwise you can use the retail value divided by the normal markup for that kind of an item to arrive at the cost. If there will be a gap between when the Inventory is done and the date for close of escrow, then have Seller keep track of the sales during the interim period and then reduce the Inventory count by what Seller sold during that period. Usually Seller can arrange not to purchase any new inventory during those few days.


Usually the inventory is done the night before closing – buyer/seller can do inventory together OR there are companies out there that will do it for you.


I would assume you did a cursory inventory assessment prior to entering into any contract to purchase as a start. We always try to do a final inventory the night (ideally after hours) or day before closing and then all proceeds (upward or downward) are adjusted by escrow. This way "you get what you pay for" and there's no shenanigans.


The only time it really makes sense is the weekend before the close of escrow. Then have escrow scheduled to close Monday morning with the buyer taking over Monday morning. Any other time frame creates the possibility of inventory being sold between count and escrow closing. The professional inventory services are set up to do the inventory very quickly so that it does not take a week. The buyer should take pictures of the inventory while it is being taken so that when he takes over Monday morning he can compare the inventory on that date with the pictures. It would not be honest to have inventory disappear Sunday night. When the keys are being turned over Monday morning. If the keys could be turned over at the end of inventory that would be ideal. Escrow then closes the next morning. Even if it does not close the next morning, the buyer and seller treat everything as if it had.


  Helpful Resources To Assist In Selling And Buying California Businesses

Elizabeth McGovern: Escrow Services - SF Bay Area

McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645.

Jeff Sacher, Business Broker - North Bay Restaurant, Retail Specialist

Jeff is a leader in business brokering in the North Bay. Since joining Santa Rosa Business And Commercial in 1999 he has assisted Buyers and Sellers in over 200 business sales and acquisitions. Jeff provides other services for his clients as well. Reach Jeff and his team at 707-888-4972.

Abdul Jobah, Business Broker, Central Valley, Kern County

As A Real Estate Agent, I offer my clients assistance with the sale or purchase of commercial properties and/or businesses. Please contact me if you are looking to sell or buy a Central Valley business. If at any time you have any questions please do not hesitate to call me at 661-703-3916.

Mike Brewer: Liquor License Brokers, ABC Consulting Services

Liquor license brokerage and consulting services. We provide: Alcohol License Transfers Application Consulting & Processing, Liquor License Purchases & Sales, City Zoning Permits & Land Use Entitlements, Public Convenience or Necessity Findings and Letters. Phone Mike Brewer direct at 800-437-1100.

Prabhjot Randhawa, Broker: SF Bay Area, Northern Central Valley

I'm a Business Advisor at Liberty Business Advisors of San Fransisco. I have over 20 years of experience in all phases of entrepreneurship. During the past 15 years my concentration has been in business of mergers and consulting. I have owned and operated over 10 businesses.

Steve Zimmerman: Restaurant Broker Specialist

Steve founded Restaurant Realty in 1996. He has personally sold/leased over 900 restaurants, bars & clubs, & completed over 3000 valuations. The author of "Restaurant Dealmaker - An Insider's Trade Secrets For Buying a Restaurant, Bar or Club" available on Amazon. Reach Steve direct at 415-945-9701.

Jeff Back, Broker: Restaurant Specialist - SF Bay Area

J. Back & Associates Restaurant Real Estate was founded in 1988 as the first bay area real estate company to specialize exclusively in restaurant real estate. I am the past President of Charley Browns restaurants and have been involved in the restaurant business for over 35 years. 925-736-8200.

Timothy Cunha, J.D., Business Broker, Northern California

Having managed and sold several businesses of his own, Tim offers business sellers extensive personal experience and professional expertise in building business value, planning a successful exit strategy, "packaging" and promoting the sale, and coordinating a successful sale. 844-237-6487 Toll Free.


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