What documents do I need to sell?

A grocery buyer underwrites a file, not a story about last Christmas week. The documents you need to sell are the ones that let an operator recast SDE, count inventory at cost, and put SNAP and alcohol on a calendar. Grocery Store Business Broker — HedgeStone Business Advisors’ grocery practice, led by Jason Taken — packages that stack so a lender can believe it. Book a confidential intro and bring what you have. Last week’s sales and the lease are enough to start listing holes.

Census NAICS 445110 is the industry box: establishments generally known as supermarkets and other grocery retailers (except convenience retailers) retailing a general line of food. Your folder should prove you are that business in numbers, not in a slogan. FMI’s $668,377 average weekly sales per supermarket in 2025 is a channel sample. Do not paste it onto the CIM unless scan data says you actually do that volume.

The parent how-to is preparing three years of financials. This page is the exhibit list.

The three-year stack a lender will recast

Start with three years of P&Ls and federal returns, plus the year-to-date interim. The return is the spine because SBA 7(a) and serious conventional buyers live on documents a tax authority has already seen. Change of ownership is an eligible 7(a) use; the published maximum is $5 million; creditworthiness still means a file that can repay. Unreported cash that never hit the bank or the return will not be paid for. If that is your situation, stop assembling a teaser and read selling with unreported cash.

A recast bridge sits next to the returns. Owner compensation, a one-time legal bill, a remodel, a personal auto — those can move SDE. Recurring shrink, couponing, and family payroll that will continue cannot. Recasting a grocery P&L is the method. Add-backs that repeat every year are the business. Stop calling them one-time.

Payroll records matter because grocery is a labor graph. The DOL WHD consolidated minimum-wage table is the floor in states that sit at federal $7.25; many states and cities sit higher. You are not citing a wage as a valuation multiple. You are showing the buyer what the schedule actually costs. Related-party below-market wages will reverse when a third party has to staff the box.

BizBuySell’s grocery/supermarket sold sample — 3.38 average earnings multiple in 2025, 2.66 five-year average, IQR 1.60–3.15 for 2021–2025 — is what a recast gets multiplied by, not a reason to skip the recast. A 0.43 average revenue multiple on the 2025 sold sample is a sanity check. Revenue multiples hide rent and labor.

Proof of sales that is not a rumor spreadsheet

Weekly sales by week, not a single annual number. Department mix if you have it: center store, meat, produce, deli, bakery, beer and wine. A storewide blend hides a collapsing meat case. Tie weeks to scan files or wholesaler statements. Verifying sales with scan data is the adult conversation.

EBT deposits should reconcile to the SNAP story. USDA FNS: SNAP authorization does not transfer; the new owner files a new application. A gap between EBT settlements and the “we do a lot of SNAP” speech is either mix, downtime, or fiction. Put settlement reports in the room. Sales-tax filings corroborate sales where food is taxed or partially taxed. See state-by-state grocery sales tax.

Bank statements for the operating account, merchant-processor summaries, and a simple map of which drawer hits which deposit. The buyer’s CPA will rebuild this anyway. You save weeks by handing it over after NDA instead of after the third diligence request.

Lease, licenses, and the consent calendar

The lease is a primary document, not a “we have a good relationship” paragraph. Remaining term, options, assignment, exclusive use, co-tenancy, CAM, and any personal guarantee. Remaining term under twenty-four months without options is a price cut. Lease diligence is the abstract. Related-party below-market rent juiced earnings and will reverse on day one; recast occupancy at market before you argue a multiple.

License copies and a one-page list: SNAP retailer authorization, retail food, alcohol class or quota, WIC, lottery, tobacco. Alcohol is a class, a quota, or a control-state product. Lottery contracts are often personal. Tobacco sits with tax and health agencies. Print the closing and license checklist. Write conditions into the LOI so SNAP and alcohol are close mechanics, not surprises in week six.

Wholesaler and banner agreements: assignment language, over-advances, drop minimums, program fees. Over-advances are debt. Banner fees continue if the fascia stays. Wholesaler and banner agreements is the read-before-you-call-the-rep rule. DSD vendor lists (bread, dairy, chips) belong as a schedule, not as a hallway introduction before you have a buyer.

Owned real estate is a second file: deed, mortgage, taxes, environmental if anyone will lend on the dirt. Recast the store on market rent, then cap the building separately. Selling the building requires a real-estate licensee in that state. That sentence is not a claim that Jason Taken or HedgeStone holds that license.

Inventory, vendors, equipment, and what the CIM actually is

Inventory is an exhibit: estimate at cost by department, aging or dating notes for perishable and slow center-store, a rule for unsellable. Grocery custom is a third-party count at close, usually FIFO invoice cost. How inventory is counted is the night procedure. The LOI should say who pays the crew and how disputes resolve.

Equipment list: cases, racks, POS, compressors, age, and what is leased. APA schedules are where the real store lives — included assets, excluded assets, contracts. A photo of a new produce case that is actually on a UCC filing is how diligence dies.

Tax clearance and bulk-sale or successor-liability practice belong in escrow language. UCC Article 6 bulk-transfer statutes have been repealed in most states; sales-tax successor risk often remains. See bulk sales and tax clearance. Holdbacks exist because grocery has shrink and successor tax risk.

The CIM is that stack after NDA — not a teaser multiple copied from another retail book. How to read a CIM is the buyer annotation method. Your job as seller is to make the CIM true. FMI’s 2.1 percent average net profit for food retailers in 2025 is context for how little slack a lie has.

What to withhold until an NDA is signed

A blind teaser can carry format, a wide sales band, and geography that does not identify the only store in town. It should not carry the lease, employee names, vendor terms, or last week’s number. How to keep the sale confidential is the circle. Counsel and a CPA see the full stack first.

Transition hours you will actually work, a non-compete radius that matches the trade area, and an honest list of who already knows. Those are documents too — even if they start as a marked-up playbook. Selling to family or a manager still needs this same file. Soft language creates hard lawsuits.

Attorneys and CPAs who have never closed a grocery file will rediscover SNAP in week six. Hand them USDA FNS on day one: the permit does not transfer. Working with attorneys and CPAs keeps the document room from becoming a discovery project.

Book a confidential intro. Bring the returns if you have them, last week’s sales if you do not. We will recast what is real and list what still has to come out of the back office before anyone sees a teaser.

How a buyer would price What documents do I need to sell?

Use this napkin recast on What documents do I need to sell? when you book the call. It is labeled illustrative. BizBuySell's 2025 grocery sold-business earnings multiple averaged 3.38, with a 2021-2025 IQR of 1.60-3.15.

Input or output	Illustrative figure
Weekly sales (illustrative)	$141,000
Annual sales	$7,332,000
Recast SDE	$300,612 (4.1% of sales)
Inventory at cost	$366,600 (~20 turns)
Occupancy check	$190,632 / year (2.6% of sales)
Low going-concern	$922,732 at 1.85x SDE + inventory
High going-concern	$1,178,252 at 2.70x SDE + inventory
Sketch DSCR on a note	1.47

Rent at 2.6% 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.