How Buying a Store That's 'For Sale By Owner' Store Affects Your Financing Options
Buying a retail store can be both personally and financially rewarding. However, there are significant differences when buying a store that’s represented by a broker and one that is “for sale by owner.”
“For sale by owner” simply means that there isn’t a broker involved in the sale of the business. Some obvious benefits to the buyer include that they have direct access to the seller, don’t need to pay broker/ commission fees, and that they generally have more control over the pace of the sale process.
However, one major drawback that is often overlooked when buying a store for sale by owner is that getting financing to complete the retail store purchase becomes more time consuming.
When getting financing for a business acquisition, banks usually ask for many pieces of information including financial statements, business plans, growth opportunities, inventory statements, fixed asset statements, previous tax returns and much more. Normally, in a sale process, the broker representing the store assists in preparing this information in advance to share with the pool of potential buyers. This information is usually bundled into an Offering Memorandum (other names for this document include the “CIM” or confidential investment memorandum, or “CIP” which stands for the confidential information presentation”).
When you’re buying a retail store for sale by owner, it’s on the buyer to organize and prepare all information normally contained in the offering memorandum. Failure to retrieve any of this information, or procuring incorrect information could cause bank to be unwilling to finance the store acquisition, ultimately killing to sale transaction.
Below are the key documents a buyer would need to prepare in order to successfully obtain financing for the acquisition of a retail store that’s for sale by owner. Also included are key tips and tricks for first time buyers to efficiently write these documents in a manner that bankers expect to see them.
Business Plan:
A comprehensive business plan outlines the company's mission, objectives, target market, marketing strategies, financial projections, and investment/ debt repayment plan. The business plan should highlight the purpose of the loan and how it will be utilized to benefit the retail store.
Business plans can come in a variety of different formats. Commercial bankers are usually accustomed to receiving in-depth powerpoint decks that clearly outline the store’s operations through aesthetically pleasing visuals and concise and clear text.
Writing a business plan can be a daunting task for a first time retail store buyer, but it’s certainly not impossible.
The first step is to come up with a cautiously optimistic business plan and forecast for the company. Normally, starting with the last three years of financials and forecasting out consistent margins and slightly growing revenue is an acceptable starting point. Make sure though to incorporate the impact of anything that may deviate from the steady growth that was just laid out (expansion plans, adding a new location, spending money on advertising, etc).
You will also need to come up with the actual content for your business plan. However, retail store business plans have been made many times in the past so there’s no reason to recreate the wheel. To the extent that you can, utilize relevant elements of existing plans into your business plan. You can find existing templates to fill in at websites such as slidegeeks, which hopefully saves you significant time.
Financial Statements:
Financial statements provide a snapshot of the company's financial health and performance. Banks use these statements to calculate the risk associated with lending to potential borrowers.
In the case of a retail store that’s for sale by owner, you can expect the bank to ask for an income statement, balance sheet, fixed asset register, inventory register (otherwise known as the perpetual inventory), the personal and business tax returns of the seller, and bank statements for all bank accounts used by the retail store.
One of the main issues that may arise is the seller’s financial statements not being correct. When a broker is involved, he or she usually does some preliminary work to confirm the accuracy of the Company’s financials. In the case of a for sale by owner retail store deal, you may have to actually create the financials from scratch or make a material number of adjustments to the Company’s existing financial statements. In this case, one of the best and quickest solutions is simply to hire a quality of earnings accounting firm to review the Company’s files and prepare financial statements for you.
A quality of earnings review is essentially an audit done by an accounting firm. Most reputable local accounting firms are able to do this for relatively affordable prices. Consider calling some local CPA firms and getting quotes on a quality of earnings. These analyses may also be called “cash proofs” or “financial statement reviews”. Just make sure that one of the deliverables the CPA firm provides is a copy of the store’s financial statements that the CPA firm has “signed off” on.
The other key financial statements that are usually difficult to accurately procure are the fixed asset register and the inventory register.
The fixed asset register and inventory register are basically lists that have information such as the name of the item, when it was bought, what the price was, etc. In the case of the fixed asset register, it’s a list of the key capital equipment that does not get sold as part of normal operations (think the freezers, display stands, cash register, etc). The inventory register is a list of the items that get sold as part of regular operations (candy bars, shoes, etc).
Both fixed assets and inventory are considered “collateral” by the bank, and having higher values allows banks to feel more comfortable lending you more. Think about it like this, in the same way that having a higher home value makes the bank able to lend you more for your home purchase, a higher inventory and fixed asset value allow the bank to lend you more to acquire the store.
However, there are separate issues that normally arise when preparing the fixed asset register and the inventory register for a bank.
In the case of the fixed asset register, there’s usually depreciation applied to the value of each asset, which may actually underestimate the market value of the fixed assets. In reality, you need to actually inspect each of the fixed assets (or at least the critical and expensive assets such as the display stands and coolers) and make sure they’re in good condition. Assuming they are, usually you can value each fixed asset at the same price as one that you’d find online with the same characteristics and same quality. If any of the fixed assets are near broken and they’re not salvageable with some light repairs, the bank likely won’t put any value on that asset. After you inspect each asset and assign a value, you will then have your fixed asset register. Just make sure to keep your list organized. If you need a template, here are a few 360 Retail Management clients have used in the past.
For the inventory register, the problem usually isn’t the value or the price but the quantity. Many times, keeping track of correct quantities of many different types of inventory goes beyond the bookkeeping skills of a retail store owner and you will probably have to either 1) physically count everything yourself or 2) hire a third party inventory counting company.
Hiring a third party inventory counting company for a small retail store may be a cost and time effective solution. Depending on the size of the retail store, you can probably expect to pay a few hundred dollars to get an accurate inventory register. If you need helping finding one, the Inventory Service Network is the main trade association for these companies. There’s likely a reputable one with contact information that can service you on their website.
Conclusion
With a sound and aesthetically pleasing business plan, and accurate financial information to back it up, getting a loan to acquire a retail store that’s for sale by owner should be no problem. However, “day to day” management of that store is another issue. Issues like the ones we mentioned above are caused by unprofessional staff taking over things like accounting, receiving, inventory management and POS data management. Consider hiring a professional retail manager like 360 Retail Management to ensure that your financial statements are always accurate so that you can make sound business decisions on how much inventory to purchase, and when to raise and lower prices, among other important decisions. Additionally, 360 Retail Management supports retail store owners to open second, third and even fourth locations and automates operations across each so that owners can scale. Considering booking your free consultation today.
