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Inventory in an Arizona Business Sale: the full guide

Eddy Roche, Associate Broker, HUB AZ Brokers

What counts as inventory

On most Arizona Main Street files, inventory is the goods you sell next week. Food and liquor in a restaurant. Parts in a shop. Retail SKUs on a store floor. That is the pile buyers want a schedule for.

In a wholesale company the warehouse stock can be the largest asset on the balance sheet, so the count carries more of the price. How I handle that on distribution business sales in Arizona has its own page.

Furniture, fixtures, and equipment are usually a different line. Ovens, booths, trucks. I do not treat FF&E as inventory unless the deal paper says so. Supplies get the same question. Cleaning product and to-go boxes are not automatically stock for sale.

Manufacturers carry three piles instead of one: raw material, work in progress on open orders, and finished goods. How I handle each on a shop file is on my manufacturing guide.

This page is education, not legal or tax advice. I am a broker. I am not your attorney or your CPA. I keep the commercial terms clear so counsel and the accountant are not inventing the business deal from a fuzzy list.

How buyers usually price it

Common approaches include cost, wholesale, or a formula the parties write down. Industry and freshness matter. A cooler of dated product is not the same as a current stock list.

Some asking prices are plus inventory at cost or value. Some are all-in. I will not invent a formula as a guarantee. I will tell you which treatment I see on files like yours, and I will make the LOI say it in plain English.

The purchase agreement is where that language gets teeth. What is included, how it is valued, and what happens if the count is short live in that contract. More on that paper is on the purchase agreement in an Arizona business sale.

Counts, dead stock, and schedules

Buyers discount or exclude obsolete and slow-moving stock. Sellers who scrub dead inventory early usually get cleaner diligence and fewer last-week fights.

Often a joint count near closing. Sometimes a third party on a larger stock. The purchase agreement should define timing and the dispute process. I do not publish sample count forms. I do not invent what your buyer will accept.

Prep the schedule before anyone asks. Age it. Pull the SKUs you would not buy again. How that review runs is on due diligence for Arizona sellers.

How it ties to working capital and closing

Inventory and working capital are related but not the same. A working capital target may include inventory levels. The APA should keep those two ideas from colliding. More on that term is on working capital in an Arizona business sale.

Closing is when the count becomes money. Escrow does not invent the rule. The paper does. How that handoff works is on closing and escrow in an Arizona business sale.

Lease consent and inventory counts often land in the same week. Two last-week fights is how files stall. Landlord consent sits on lease assignment in an Arizona business sale.

I do not guarantee a close date. Starting the inventory schedule early is how Arizona sellers avoid a last-week scramble.

Start with a valuation

Send the basics. I look at how inventory sits on your books and tell you how I would set the term. No universal formula. No obligation to list.

The worksheet that starts that conversation is Value My Business.

More answers

The questions owners ask next.

How do I start?
Valuation and deal-structure conversation at bizsalesguy.com/value-my-business or (480) 405-3200. Eddy Roche, Associate Broker.

Talk through inventory on your file

No obligation. I look at the numbers and call you. Across Arizona. Bring your CPA and attorney before anyone signs a valuation formula into the purchase agreement.