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Ageing or written-down stock

Stock that has sat unsold is often worth less than its recorded cost. If you pay cost for it you overpay, and past profit may have been overstated.
Category
Financials
Applies to
Ecommerce, Retail, Distribution, Manufacturing
Severity
Price it in
Last updated
Author
Loupe editorial
Reviewer
Not yet reviewed

Why it matters

Stock (inventory in the US) is often priced separately from the rest of the business, or included at a stated value. Loupe's valuation tool shows inventory at cost as an addition to the value rather than blending it into the multiple, so the figure you accept for stock goes straight into what you pay.

Stock that has sat for a long time is often worth less than it cost. Clothing goes out of season, electronics are replaced by newer models, food and cosmetics pass their dates, and spare parts outlast the machines they fit. Accounting rules generally require stock to be carried at no more than it can be sold for, after the costs of selling it, but in smaller businesses write-downs are often late or never made.

That creates two problems. You pay cost for goods that will sell at a discount or not at all. And if old stock was never written down, past profit was higher on paper than in reality, so the earnings you are valuing are overstated as well.

A large write-down in recent accounts is worth understanding too. It may be a genuine one-off, or it may point to a buying problem that will happen again. If the seller has added it back as a one-off, check whether earlier years had similar losses.

Here is a fictional example. Brackenhollow Outdoor, an online outdoor gear shop, lists its stock at A$400,000 at cost. Its ageing report shows that A$120,000 of that has not sold in over a year. If clearing those lines recovers half their cost, the stock is worth nearer A$340,000, and a buyer who paid A$400,000 has overpaid by A$60,000 before trading a day.

Inventory at cost

Inventory at cost is stock valued at what the business paid for it, not at the price it expects to sell it for. It is the usual basis when stock is added to a purchase price.

How to spot it

  • There is no stock ageing report, or the stock figure has barely changed for years.
  • Stock is growing faster than sales.
  • The business runs frequent clearance sales or deep discounts.
  • The accounts show a large write-down that has been added back.
  • Stock is valued at original cost regardless of age or condition.
  • A visit to the warehouse or shop floor shows dusty, damaged or discontinued lines.

Questions to ask the seller

  • How much stock is older than six months, and how much is older than 12 months, by product line?
  • How is stock valued, and when was it last written down?
  • When was the last full physical count, and who carried it out?
  • Can unsold stock be returned to suppliers, and on what terms?
  • Which stock is included in the price, and how will it be counted and valued at completion (closing in the US)?
  • Are any lines discontinued, expired or close to expiry?

Documents to request

  • A stock ageing report by product or SKU
  • The latest physical stock count and its reconciliation to the accounts
  • The stock valuation policy and a history of write-downs for the last three years
  • Sales by product for the last 24 months
  • Supplier terms covering returns of unsold stock
  • The draft clause in the sale agreement that sets how stock is counted and valued at completion

Want this checked properly on a real listing?

A dossier checks the listing's figures, registrations and risks, with a source and confidence for every finding. Open a listing in the feed and request a dossier from its page.

  • Heavy discounting to hit targets

    Revenue bought with deep discounts, cut-price prepaid deals or stock pushed onto resellers flatters the final year before a sale and is unlikely to last.

    Severity: price it inCustomers and revenue
  • Margins far above industry norms

    Profit margins well above similar businesses can reflect a real advantage, but more often costs are missing, have been moved elsewhere or have not been paid yet.

    Severity: price it inFinancials
  • Large or undocumented add-backs

    Add-backs raise the earnings a price is based on. When they are large, vague or unsupported, much of the asking price rests on claims rather than records.

    Severity: price it inFinancials
  • Payables stretched ahead of a sale

    Paying suppliers late before a sale builds up cash the seller can take out and leaves you to pay the bills. A working capital adjustment usually fixes it.

    Severity: fixableFinancials
  • Supplier or single-source manufacturing concentration

    When one manufacturer, wholesaler or platform supplies most of what a business sells or relies on, that supplier controls your margin and your ability to trade. Price in the cost and time of switching.

    Severity: price it inOperations and people
  • Diligence document request list

    The documents to ask for once terms are agreed in principle, grouped by area so the seller can fill a data room in order and you can see what is still missing.

    About 30 minutes
  • Online business diligence for SaaS, ecommerce and content

    The checks that matter most when a business lives online: live account access, traffic, platforms, ownership of digital assets, code and the revenue behind the dashboards.

    About 120 minutes
  • Inventory at cost

    Inventory at cost is stock valued at what the business paid for it, not at the price it expects to sell it for. It is the usual basis when stock is added to a purchase price.

  • Working capital

    Working capital is the money tied up in running a business day to day, mainly stock and money owed by customers, less money owed to suppliers. A sale needs to agree how much of it comes with the business.

  • Working capital peg

    A working capital peg is the agreed level of working capital a business must contain at completion. The price moves up or down by the difference between the actual figure and the peg.

  • Gross margin

    Gross margin is revenue minus the direct cost of what a business sells, shown as a percentage of revenue. It shows how much each sale contributes towards overheads and profit.

  • Completion accounts

    Completion accounts are a balance sheet drawn up at the date a sale completes, used to adjust the price for the actual cash, debt and working capital the buyer receives.

  • See a low, likely and high value from the figures you have, and whether the asking price holds up.

  • Answer about 15 quick questions about a listing to see which areas need checking.

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