Does the APA transfer WIC, lottery, or tobacco?
No. Each program has its own agency or contract. Recitals in the purchase agreement do not enroll the buyer.
Print the closing and license checklist, put WIC, lottery, and tobacco on three separate lines, and book a confidential intro with those tabs already labeled. Grocery Store Business Broker — the grocery practice of HedgeStone Business Advisors, led by Jason Taken — treats each program as a counterparty. None of them care what your APA recitals say.
A store can look like one going concern and still be three side businesses glued to a grocery. Infant formula and produce can sit on a WIC vendor file. Scratch tickets can sit on a lottery retailer contract signed in one person’s name. Cigarettes and vape can sit with a revenue department and a health board. Buyers who treat those as “included licenses” find out on Tuesday that the register is missing a rail.
This page is the seller checklist in prose. SNAP is a fourth, federal file — USDA FNS authorization does not transfer — and that work lives on what happens to SNAP when you sell. Alcohol is a class, a quota, or a control-state product on transferring your liquor license. Keep those folders out of this one so a buyer can underwrite each clock.
Three counterparties who never read your APA
Start a table with the program, the agency or contract party, the name on the current authorization, and whether last year’s dollars were material. If a line is not material, say so with scan data, not with a shrug. If a line is material, it is a close condition. Recitals that “all permits transfer” do not enroll a WIC vendor, do not novate a lottery contract, and do not stamp a tobacco license onto a new owner.
Most independents close as asset sales. The buyer is purchasing equipment, inventory, and a going concern. The buyer is not purchasing your personal lottery appointment or your state’s goodwill toward your old entity. A stock-sale pitch can change tax and liability. It does not replace the phone call to the WIC shop, the lottery field rep, or the tobacco unit. Counsel owns the statute. You own the folder.
FMI’s channel facts — $1 trillion in 2025 supermarket sales, 45,575 U.S. supermarkets in 2024, $668,377 average weekly sales per supermarket, $19.59 weekly sales per square foot — describe a Speaks sample. They do not describe your ticket commission or your formula aisle. FMI’s 2.1 percent average net profit for food retailers in 2025 is why a “small” lottery or tobacco line can be the week. Thin net means a missing rail is not trivia.
WIC is a state vendor file sitting on formula and produce
WIC is state-program authorization to redeem benefits for approved foods. It is a separate program from SNAP, run by the state WIC agency, and generally requires a new vendor application when grocery ownership changes. A store whose produce and infant-formula business is WIC-heavy has a second non-transferable authorization to underwrite. The door sticker is not the file.
Ask your state WIC shop — the health department or the named WIC agency on the state page — what they need from an incoming vendor. This pack does not invent their checklist or their clock. Minimum stock, peer-group pricing, training, and a new agreement are typical themes in the trade. The sourced fact you can put in the CIM is simpler: new owner, new vendor application, do not count the aisle as portable.
Recast SDE so WIC-driven units are visible. Formula that only turns because of WIC is not the same as a grocery commodity turn. Inventory at cost on that set still counts at close. Expired or unsellable formula is a fight you write rules for before 2 a.m. How inventory is counted at closing is the grocery method. WIC minimums can force you to keep items a buyer would rather not buy. Say that in the LOI.
HFFI and state healthy-food programs change by notice. Do not quote a stale dollar cap next to the WIC paragraph. Food-desert rhetoric does not replace a vendor number. If WIC is the reason the produce table looks full, the buyer is buying a program, not a merchandising gift.
Lottery follows the person who signed the contract
A lottery retailer contract is typically personal to the retailer. It is not an automatic transfer when a grocery sells. The buyer applies to the lottery agency as a new retailer. If lottery commission is a material earnings line, treat a gap between contracts as a deal risk, not a rounding error.
Pull the contract. Read whose Social Security number or EIN is on it. Read whether the equipment is leased from the state or from a third party. Read who is responsible for cashed winning tickets sitting in the till. Those are cash-control facts. They are also why a buyer’s lender cares. Unreported ticket cash does not survive SBA 7(a) and it does not survive a serious conventional buyer.
Commission is not grocery margin. BizBuySell grocery and supermarket businesses sold in 2025 printed a 3.38 average earnings multiple, a 2.66 five-year average for 2021–2025, and a 1.60–3.15 interquartile range. Those figures price a grocery going concern on a listing-site sample. They are a poor home for a personal lottery appointment you cannot promise. If you capitalize commission inside SDE and the contract dies at close, you sold a hole.
SBA 7(a) can finance a change of ownership up to the published $5 million maximum. It will not treat a personal ticket machine as collateral. Write the condition: buyer applies; seller cooperates; close is not dated to a rumor.
Tobacco lives with tax and health, not with goodwill
Tobacco licenses sit with tax and health agencies, not with the APA automatically. The named unit varies: a department of revenue, a comptroller, an alcohol-and-tobacco division, sometimes a local health board on top. Maryland files can mean a city health department plus the Comptroller. Washington can involve the Liquor and Cannabis Board and DOR. Georgia’s alcohol and tobacco division is a different counterparty than the county beer board. Pull the license that is actually on this address.
Age-restricted SKUs, tax stamps, and delivery invoices should tell one story. A back-room stash that never hits scan is a diligence problem, not a bonus. Shrink on cigarettes is a real number or it is a claim. Recurring shrink stays in the recast. It is not an add-back.
Vape, cigars, and loose tobacco can sit on different privileges than cigarettes. Do not write “tobacco license” as one magical asset. Ask which products are authorized. A convenience-heavy neighborhood grocery can live on this aisle. An independent supermarket that only keeps a rack by the register still needs the tax license to move. State minimum wage is a labor input. Tobacco tax is a tax input. They are not the same line.
Count night still needs cigarette and formula rules. What is unsellable, who pays the crew, how a tax-stamp gap is treated. Closing-day inventory count procedures are the grocery method. A dusty carton behind the safe is not a gift. It is a fight. Write the unsellable list before anyone starts the tape. FIFO versus a messy cage is how you start that fight at 2 a.m.
If tobacco or lottery is the earnings engine, say so and stop pretending this is a supermarket multiple file. The convenience store with grocery and neighborhood grocery type pages exist for that mix. BizBuySell’s grocery sample is the wrong set if cigarettes and tickets dwarf center store. Prove the mix with scan. Then pick the checklist that matches the mix.
States that do not run a lottery still get listed as if they do
Wyoming does not operate a traditional state lottery. Verify before you list lottery as a deal item. Salt Lake City research in this pack says the same for Utah: no state lottery. Las Vegas research says no state lottery. If your store is in one of those places and a draft CIM still shows “lottery income,” delete the line. Inventing a transferable ticket business is how you lose the buyer on the first diligence call.
Where a lottery does exist, the agency is named on the state page — Wisconsin Lottery, Washington Lottery, West Virginia Lottery, Maine’s bureau that also sits with alcoholic beverages, Vermont Department of Liquor and Lottery. Those names are orientation. They are not a promise that this retailer number assigns. The buyer still applies.
Multi-store sales need a shared program calendar or they unravel store by store. A six-store seller with WIC on three, lottery on five, and tobacco on all six has six closing checklists, not one. Selling multiple locations is the recast problem. This page is the program problem inside each box.
Price a program gap without inventing an agency clock
The teaching is the same as other non-transferable rails: build a cash-flow gap if the dollars are material, and do not publish a wait you do not have. This pack does not invent WIC, lottery, or tobacco processing times. Ask the agency that owns the file. Some buyers will close and fund the gap. Some sellers will wait. Write which one you are doing in the LOI.
Working capital is the cash to buy the next load — including formula and cigarettes — while a vendor number is pending. Inventory at cost is a separate check. A buyer who underwrites only the down payment will miss a tobacco invoice or a formula minimum. Point them at the cash-to-close estimator. You do not want a Tuesday bounce.
A rural or small-town box can live on these three rails more than a full-line supermarket does. That is a living, and it can still be a terrible loan if the incoming operator cannot hold the vendor numbers. Selling a rural grocery is the format page. This checklist is the program page inside that format. Do not paste FMI’s $668,377 average weekly supermarket sale onto a store whose week is tickets, smokes, and formula.
The LOI terms that matter for sellers should list three conditions, three agencies, and inventory rules for each set. Tax clearance still belongs in escrow. Holdbacks exist because grocery has shrink and successor tax risk. A tobacco excise hole is a reason for a holdback, not a speech.
Confidentiality still applies. A lottery field rep and a cigarette wholesaler will announce a sale if you let them wander. Read how to sell a grocery store confidentially. Sequence those calls after an NDA and a serious buyer.
Print the closing checklist and book the intro
Mark the seller playbook and the SDE worksheet. Recast owner pay. Leave recurring shrink in. Then write one page that names WIC, lottery, and tobacco, the dollars, and the counterparty. If a line is zero, say zero. If a line is the week, say that and price the gap.
Attorneys and CPAs who have never closed a grocery file will bundle these three under “licenses.” Hand them this page. See working with attorneys and CPAs before they draft a single assignment clause for three agencies.
When the three tabs are labeled, schedule the confidential intro. Bring a year of scan by department, the current vendor and retailer papers, and a one-sentence read on which of the three actually pays rent. If a tab is empty because the store never had that program, say empty. If a tab is the week, say the week and the gap you will fund. That is enough to start packaging the file so a buyer can fund Tuesday.
An illustrative recast on WIC, lottery, and tobacco transfer checklists
Price language for WIC, lottery, and tobacco transfer checklists is (recast SDE x a defendable multiple) + inventory at cost, plus or minus lease and license risk. The table is one consistent example for this URL.
| Input or output | Illustrative figure |
|---|---|
| Weekly sales (illustrative) | $108,000 |
| Annual sales | $5,616,000 |
| Recast SDE | $325,728 (5.8% of sales) |
| Inventory at cost | $468,000 (~12 turns) |
| Occupancy check | $179,712 / year (3.2% of sales) |
| Low going-concern | $1,070,597 at 1.85x SDE + inventory |
| High going-concern | $1,445,184 at 3.00x SDE + inventory |
| Sketch DSCR on a note | 1.48 |
Rent at 3.2% of sales is the occupancy check. If the real lease is higher, the SDE in this table is too generous until you recast to market rent.
Bring three years of P&Ls, weekly sales, and the lease abstract to the intro call. Jason will tell you whether this band is even in the conversation.