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How The Inventory Amount Affects The Business Valuation And Transaction


How Inventory Affects The Business Valuation

If inventory is an asset of the business, why is it treated differently from other assets in setting the business value and conducting the transaction?

The physical assets of the business that produce income are often called the “FF&E”—furniture, fixtures, and equipment. This FF&E are tangible and are different from other intangible assets such as trade name, intellectual property, and goodwill, all of which also produce income for the business. All of these are considered "non-current assets," typically longer term investments that cannot be expected to be easily converted into cash within a period of 12 months.

While inventory is also a physical or tangible asset, it differs from the FF&E and the intangible assets in that inventory is part of the "current assets," the goods and materials consumed and converted in one way or another into the product or service produced by the business for resale to generate income. (Think the groceries in a restaurant rather than the stove, refrigerator, tables, and chairs.)

Inventory, depending on the type of business, is further delineated as raw materials, work in process (“WIP”), and finished goods. A retail store, for example, would typically have only finished goods inventory; a manufacturing company, on the other hand, would have raw materials, WIP, and finished goods.

For purposes of valuation, I generally calculate the FF&E as contributing to enterprise value by the amount it would cost to replace them, regardless of their initial cost or their current depreciated “book” value.

Inventory, however, is calculated at the lower of its initial cost or the current cost in the market, with increasingly greater reductions of value the longer the item has been in inventory. Since inventory is intended to be converted to cash through sales in the short term, the longer it sits in inventory the more it costs to hold it and the less likely it will convert to cash, hence, the lower value.

So, how does this affect valuation and the transaction?

Typically, the business is valued without inventory for a variety of reasons, one of the most important being that inventory can fluctuate from month to month, even from day to day. So, most businesses are sold at a price plus inventory, at a value determined by negotiation between the parties, depending on the condition and age of the inventory and on it not exceeding the amount that will be needed in the relative short term. (Think of a restaurant with six month’s worth of frozen food; it would take too long to convert to cash and, therefore, its value would be discounted significantly.)

Furthermore, in a bulk sale transfer—which is most small business sales, the inventory is being bought and held for resale, and typically is not subject to sales tax at the closing. The amount allocated to the FF&E, however, is not being held for resale and would incur sales tax liability at the closing.

It's important to clearly understand the difference between the inventory and the other assets of the business. Otherwise confusion regarding value and sales tax liability can derail an otherwise good deal.

And, quite often, the parties agree on a good faith estimate of inventory value at or near the time of closing, based upon business records or a superficial or partial inspection, rather than an exhaustive, time-consuming, item-by-item physical count of each and every item.

Recently, we sold a real estate staging company that places furniture and accessories in homes for sale (and we have another one listed for sale as well). The physical assets of the business were thousands upon thousands of chairs, sofas, tables, dressers, beds, paintings, vases, linens, etc., etc., that the parties kept calling “the inventory.” In order to avoid confusion about the basis for valuation and to avoid “surprises” when it came time to calculate the sales tax at closing, we had to keep reminding the parties that it was not inventory, since it was not being resold; it was the furniture and equipment used to produce income, more like the factory machinery or the restaurant kitchen than like the raw materials or groceries being converted into finished goods.

Tim CunhaAbout This Contributor: Tim Cunha is a business broker in the San Francisco Bay Area. He has 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 and profitable transition. Phone Tim Direct at 650-600-3751.


Categories: Business Valuation Issues, How To Buy A Business, How To Sell A Business



  Helpful Resources To Assist In Selling And Buying California Businesses
Diane Boudreau-Tschetter: Escrow And Bulk Sale Services

California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100.

Mark Chatow, Esq.: Legal Services For Buying, Selling Businesses

Mark has a broad range of small business purchase & sale experience from analyzing potential acquisition targets to successfully guiding buyers and sellers through the purchase & sale of small businesses. Mark can assist with contracts, negotiations, legal matters, etc. Reach Mark at 949-478-8393.

Joe Sandbank, Esq. - Legal Services

I have provided legal counsel to business buyers, sellers and brokers for over 17 years. With prior experience as a business broker and SBA loan officer, Joe brings both a practical and legal approach to all aspects of the business acquisition process.

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.

Ranvir S. Sandhu, Esq. - Legal Services For Buyers And Sellers

I've worked at top Bay Area law firms and have extensive experience with business entity formation, mergers, dissolutions, conversions, employment matters, including experience in reviewing and negotiating transactional documents such as leases and purchase agreements.

Janet Carrera - Escrow & Bulk Sale Services - SF Bay Area

Redwood Escrow Services, Inc. is a full service, licensed independent escrow company. We are EAFC Fidelity bonded, fully insured & licensed with the Department of Corporations. Committed to offering our clients the most comprehensive variety of escrow services available. Phone Janet at 510-247-0741.

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.

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.


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