Selling a Brick-and-Mortar Retail Business

Most Brick-and-Mortar Retail stores price off cash flow, usually SDE for owner-operated stores and EBITDA for manager-run stores. The multiple moves based on lease risk (term, rent increases, CAM, assignment), inventory quality and aging, and how promotional the sales are once you look at discounts and returns in the POS. Multi-location deals are often valued location-by-location because one bad lease or weak four-wall can drag down the whole business. To pressure-test a range with real market data, try Rejigg’s free valuation calculator.

In many Brick-and-Mortar Retail deals, the business value is one number, and inventory is paid for separately after a count near closing. You usually want agreement early on the valuation basis (cost, landed cost, or another method), what gets excluded or discounted (aged, obsolete, damaged, or returned goods), and the count process (who counts, timing, and how variances are resolved). A current POS snapshot plus an aging report keeps this from turning into a last-week price fight. Your attorney and CPA can help match the inventory method to the purchase agreement language.

You can sell a Brick-and-Mortar Retail store without a broker, especially if you can package the lease, inventory story, POS exports, and four-wall profit cleanly. Brokers often charge 5–10%, and whether that is worth it depends on deal size, your time, and how comfortable you are screening buyers. Rejigg gives you the core workflow sellers usually need: pre-vetted buyers, digital NDAs before sharing sensitive details, a secure data room, and offer tracking. To run a broker-style process yourself, start at the Rejigg homepage.

Often yes, if the Brick-and-Mortar Retail store has enough cash flow to cover debt service and the deal fits SBA rules. Lenders usually focus on lease term (they want it long enough for the loan), clean financials that tie to POS sales, and inventory accounting that makes sense. They also scrutinize add-backs, especially owner labor and any one-time inventory write-downs. Before you negotiate price, it is worth modeling monthly payments and down payment scenarios using Rejigg’s SBA loan calculator.

Many Brick-and-Mortar Retail sales take 3–9 months from being ready to list to closing, but it depends on lease transfer timing, inventory verification, and financing. The slowdowns are usually landlord assignment approval, buyer diligence on POS and inventory, and lender requirements. Sellers speed things up by preparing four-wall reporting, POS exports for returns and discounting, inventory aging, and a clear transition plan for managers and key routines. Rejigg’s guide walks through the prep work: Prepare to Sell Your Business.

Brick-and-Mortar Retail deals commonly fall apart over lease issues (assignment limits, short term, rent resets, new guarantees), inventory surprises (POS does not match counts, too much aged stock), and owner dependence (you handle scheduling, ordering, and problem-solving). Sales quality can also sink a deal when heavy discounts and high returns are hiding weak demand. Most of these are preventable with proof: a lease abstract, four-wall by store, POS KPI exports, inventory aging, and written routines that show the store can run without you.

Buyers usually ask for three years of P&Ls and tax returns if you have them, plus year-to-date financials. For Brick-and-Mortar Retail, they also want support that ties the books to operations: POS exports that reconcile to sales, your inventory valuation method, and four-wall profit by location if you have multiple stores. Expect payroll summaries and a lease abstract because rent and labor drive most outcomes. Rejigg’s QuickBooks integration can import financials into a shareable data room to cut down on spreadsheet work during diligence.

Add-backs are costs a buyer should not expect to repeat, but in Brick-and-Mortar Retail, they have to be backed up. Owner compensation is often the biggest item, and buyers usually compare it to the cost of hiring a store manager to replace you. Other common add-backs include one-time repairs, unusual legal or accounting bills, or a one-off marketing event. Buyers tend to push back on items that look like normal retail expense, such as routine maintenance, regular markdowns, or ongoing shrink. Keep receipts and short explanations for each add-back.

Most smaller Brick-and-Mortar Retail transactions are asset sales because buyers want to avoid unknown liabilities like prior sales tax issues, old employee claims, or historical lease disputes. Stock sales can make sense in some cases, but buyers usually want a very clean entity history before they agree. Whichever structure you use, spell out what transfers, including POS hardware and logins, domain and website, customer list or loyalty program, and any marketplace accounts. Bring a CPA and attorney in early so tax and liability tradeoffs do not show up late in the process.

Brick-and-Mortar Retail buyers usually want enough working capital at closing to keep the store running through the next payroll, rent payment, and inventory reorder cycle. Inventory is often purchased separately from the goodwill price, but the business still needs cash to bridge between customer receipts and vendor payments. The right amount depends on seasonality, return patterns, and vendor terms like net-30 or dating programs. Set a working-capital target in the LOI so you are not renegotiating basics during final diligence.

A common transition in Brick-and-Mortar Retail is 2–8 weeks, but it depends on how much the owner still covers day-to-day tasks and how strong the manager is. The handoff is practical: alarm and door codes, deposit routines, ordering, receiving standards, promo cadence, and how return exceptions are handled. Buyers sometimes ask for extra help through the first major seasonal peak after closing. Rejigg’s transition planning guide helps you define scope and timeline before the buyer asks.

You do not need a perfect inventory count to list, but you do need a story a buyer can trust. Most Brick-and-Mortar Retail buyers want a recent POS snapshot plus an aging view showing what has not sold in 90 or 180 days. If your last physical count was a long time ago, or you have had big write-offs, doing a fresh count or tightening cycle counts is usually worth it. It reduces the chance the buyer discounts the entire inventory number because they assume it is inflated.

Confidentiality matters more in Brick-and-Mortar Retail than many industries because staff churn and landlord reactions can hit sales fast. Use staged disclosure: start with high-level financials, then share lease details, vendor terms, and detailed POS and inventory data only after an NDA and basic buyer qualification. Rejigg supports that workflow by requiring digital NDAs, vetting buyers, and letting you control access by document. That way, you can run a real sale process without spooking employees or creating lease drama.

If the landlord blocks assignment, many Brick-and-Mortar Retail buyers will walk because the location is a big part of what they are buying. Sometimes you can salvage the deal by negotiating a new lease, extending the term, offering an added security deposit, or bringing in a stronger guarantor for the buyer. It can also help to talk with the landlord before going to market, especially if the lease is short or the center is strict on assignments. Surface the approval process early so an accepted offer does not stall in the last few weeks.

Buyers often ask for a non-compete and non-solicit in Brick-and-Mortar Retail, especially when the store’s success is tied to the owner’s local reputation or relationships. Enforceability depends on your state and how reasonable the restrictions are on geography, duration, and what counts as “competing.” It is also worth thinking through retail-specific carve-outs, such as whether you can sell online in a different category or work for a non-competing retailer. Have an attorney draft it carefully so it protects the buyer without boxing you in more than necessary.

Earnouts and seller notes can work in Brick-and-Mortar Retail, but month-to-month volatility makes the details matter. For an earnout, tie payments to metrics that are harder to manipulate through discounting, staffing cuts, or inventory buys, and define the reporting source, often POS exports plus bank statements. For seller financing, price the risk with interest, clear covenants, and specific default remedies. Rejigg’s deal tracking helps you compare offers side-by-side so you can weigh cash at close against the added risk of an earnout or note.

Brick-and-Mortar Retail diligence often focuses on sales tax, payroll taxes, and whether inventory accounting is consistent year to year. Buyers may ask for sales tax returns, resale certificates where relevant, and any letters from state tax agencies. They also look at worker classification and workers’ comp history, since missteps can create messy liabilities even in an asset sale. Getting filings and notices organized before listing saves time and helps avoid a buyer assuming there is a hidden problem.

A strong Brick-and-Mortar Retail data room usually includes the lease plus a one-page lease abstract, four-wall summaries by location, POS KPI exports (returns, discounts, tender mix, category margin), inventory snapshot and aging, payroll summaries, and vendor list and terms. Add a simple handoff checklist covering ordering, deposits, access codes, and key routines. Rejigg includes a permissioned data room so you can share sensitive files in stages as buyers get serious. Use the due diligence and closing checklist to make sure you do not miss anything.