Selling a Commercial Goods Retail Business

Most commercial goods retail businesses are priced as a multiple of the annual cash the owner can take out, adjusted for owner expenses and one-time items. The multiple usually moves with inventory quality, vendor terms and rebates that survive a sale, and margin after freight, returns, and credits. You can sanity-check your range with Rejigg’s free valuation calculator, which uses real transaction multiples and owner add-backs.

No. Brokers typically charge 5–10% of the sale price for a process you can run yourself with the right tools and buyer access. Rejigg gives you pre-vetted buyers, digital NDAs, direct messaging, built-in scheduling for calls, and a secure data room for financials, vendor terms, and inventory reports. Sellers list for free, and you control the story and the timeline.

Inventory is usually priced separately from the value of the business because it swings a lot, and it has to be counted. Most deals work best when you agree up front on which inventory buckets count, how they’re valued, and when the count happens, usually right before closing. Buyers will discount dead stock, damaged goods, and customer-specific special orders that cannot be returned or resold, so clean aging reports prevent last-minute fights.

Early diligence usually starts with your financial statements, inventory aging, a top vendor list with terms and rebates, margin by category or channel, and summaries of returns and credits. Buyers often ask for sample invoices so they can see how freight, handling, and discounts are actually billed. Rejigg’s built-in data room helps you share these quickly and control access after an NDA is signed.

Many buyers use an SBA 7(a) loan, which is a bank loan partially guaranteed by the government. Lenders focus on whether the business throws off enough cash to cover the loan payment and still buy inventory and fund receivables. In commercial goods retail, banks will ask about inventory turns, seasonality, and vendor terms because those drive cash needs. You can model payments with Rejigg’s SBA loan calculator.

A realistic timeline is often 3–6 months from listing to close. Deals move faster when inventory reporting is credible and vendor terms and rebates are easy to verify from day one. Diligence can take longer in commercial goods retail because buyers need to get comfortable with inventory quality, rebate economics, and lease obligations. Rejigg speeds this up by keeping NDAs, documents, buyer conversations, and offers organized in one place.

Common add-backs include owner pay above what a replacement manager would cost, personal expenses run through the business, and one-time legal or consulting fees. In commercial goods retail, buyers also dig into “miscellaneous” expenses to see whether freight, credits, chargebacks, or inventory write-offs are being treated like one-time items when they are really ongoing. If an add-back cannot be explained plainly with proof, many buyers discount it.

Working capital is the cash tied up in operations, mainly inventory and receivables, minus payables. In commercial goods retail, it matters because a buyer can pay a fair price and still get squeezed if the business needs more inventory or longer customer terms than expected. Many deals set a target working capital level that must be left in the business at closing. Clean month-by-month reporting makes that negotiation much calmer.

Quality of earnings is a buyer’s check that the profit is real and repeatable, not the result of timing quirks or aggressive accounting. In commercial goods retail, buyers focus on rebate timing, where freight is coded, returns and credits, shrink, and inventory write-downs. When you can tie those items to consistent policies and show a history that matches the policy, the buyer gets comfortable faster. Rejigg’s data room is designed for that kind of proof.

Marketplace sales can help growth, but buyers price in platform dependence and thinner margins. They look closely at marketplace fees, return rates, chargebacks, and whether revenue depends on a single marketplace account or ad account. If marketplace orders are profitable after pick/pack, shipping, and returns, it can support value. If it is mostly top-line volume with weak contribution profit, many buyers discount it.

Buyers look at rent increases, renewal options, assignment terms, and whether the space matches the model, including receiving and storage needs. A lease with big step-ups can erase profit even when sales are strong. Landlords also commonly require approval of the new operator, which can slow closing. Share the lease early so the buyer can underwrite occupancy cost, and use Rejigg’s secure data room to control who sees it.

Seller financing is common when a buyer wants to reduce bank debt or when the deal has moving parts like inventory swings, vendor rebate timing, or customer concentration. It can increase the number of qualified buyers and sometimes supports a stronger price, but you are taking credit risk on the buyer. If you offer it, be specific about down payment, term, interest, and late-payment consequences. Rejigg’s offer comparison dashboard shows these terms side-by-side.

An earnout means part of the price is paid later if the business hits agreed results, usually revenue or profit targets. You see earnouts in commercial goods retail when future results depend on vendor program continuity, bid cycles, or retaining a few large accounts. Earnouts can work if the metric is simple and the buyer cannot manipulate it through pricing, returns policy, or inventory write-downs. Put the rules in writing and keep the math easy to audit.

Many deals land on 4–10 weeks of active transition, followed by a lighter support period. Buyers usually want vendor introductions, a walkthrough of quoting and discount rules, and time to meet key accounts when relationships are personal. If you are the escalation point for backorders, warranty exceptions, or large bids, the transition can run longer. Rejigg’s transition planning guide helps you map it out.

Buyers look at how much revenue and gross profit come from the top accounts and how easily those accounts could leave by stopping reorders. In contractor and facilities-driven sales, the relationship and switching friction matter as much as the percentage. Strong support includes why customers buy from you, how pricing files and discount rules are maintained, and whether purchasing is repeatable replenishment versus one-time project work.

Many transactions include cash at close, bank financing, and sometimes seller financing, plus specific terms for inventory valuation and how much working capital stays in the business. The structure often gets more detailed when the model is inventory-heavy or when vendor rebates are a meaningful part of profit. Rejigg’s deal tracking and offer comparison tools let you compare price, inventory treatment, seller note terms, and timeline in one view.

Taxes depend on how the deal is structured and how the price is allocated across inventory, equipment, and goodwill. In commercial goods retail, that allocation matters because inventory is usually taxed differently than goodwill, and inventory can be a big part of the check. Run scenarios with your CPA early so you know what you net, not just the headline price. Keep fixed asset lists and inventory reports handy for that planning.