When Small Business Transactions Dip: What a Slow Quarter Means for Sellers

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 743 words

A dip in the number of small business transactions over one quarter says little about what your company will sell for; the price of a well-run business depends far more on its earnings, its risks and how many qualified buyers compete for it. Quarterly reports make useful background reading. They are a poor guide to timing a sale.

This page first covered a single quarter in 2019, when reported sales fell while tariffs on imported goods were in the news. The details have changed since, but the questions an owner should ask when a slow quarter makes headlines have not.

What quarterly deal counts actually measure

Most published transaction figures come from business-for-sale marketplaces and broker surveys. They are dominated by small owner-operated businesses such as restaurants, shops and personal services, because those make up most listings. A company with $3 million to $100 million in revenue sells in a different market, where many deals are marketed privately and never appear in those counts.

The numbers also move for reasons unrelated to demand. A quarter with fewer closings may reflect cautious lenders, longer due diligence, or a group of deals that simply slipped into the following quarter. Look at trends over several years, and at what buyers pay for companies like yours, rather than at any one period.

Reports also blend very different buyers. A quarter in which fewer first-time buyers could get bank loans looks weak in the totals even if private equity groups and larger companies kept buying at the same pace. An owner of a lower middle market company should ask which buyers are active for companies of that size and sector, not how many listings closed nationwide.

Why a good company still sells in a slow quarter

Buyers for established companies, including private equity groups, strategic acquirers and well-financed individuals, have capital to invest and targets to meet. When overall volume falls, the supply of strong companies often falls with it, because owners hold back. A profitable business with clean records can draw more attention in that period, not less.

What changes in a cautious market is structure more than interest. Buyers may ask for more of the price to be paid over time, through seller financing or an earnout (a payment tied to future results), and lenders may examine the numbers harder. Competing offers are what keep those terms reasonable.

How cost pressures show up in due diligence

Tariffs, supplier price increases and freight disruption turn into a line of due diligence questions. A buyer will want to know how exposed your margins are and whether you can pass higher costs on to customers. Prepare answers to these before going to market:

• Which products or materials come from a single supplier or a single country, and what are the alternatives?
• How did your gross margin move the last time input costs jumped, and how quickly did your prices follow?
• Do your customer contracts allow price adjustments, or are you locked in for a set term?
• How much inventory do you carry, and was any of it bought at prices you could not recover today?

What to do instead of watching the headlines

If a sale is two or three years away, spend the time on what you control: earnings that are documented and rising, a management team that runs without you, and customers and suppliers that are not concentrated in a few names. Those raise the price in any market. Distributors and manufacturers should look hardest at supplier exposure; our pages on selling a distribution company and a manufacturing company cover what buyers in those sectors check. Keep a written record of how the company handled past cost increases, because a buyer trusts that record more than any forecast.

If a sale is closer, get a realistic range first. Our answer on how much you could realistically sell your company for today explains how that range is built.

How MDR & Associates advises owners in a mixed market

We do not tell owners to rush or to wait because of one quarter's report. We look at your company's last three years, its current trend and your own plans, and give you a low-to-high opinion of value. If the timing is right, we run a confidential process that puts several buyers in competition through multiple letters of intent. If it is not, we tell you what to fix first. A free valuation snapshot is a quick place to start.

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Questions owners ask next

Do tariffs lower the value of my business?

Only to the extent they threaten future earnings. A buyer looks at how exposed your costs are, whether you have other suppliers lined up, and whether you have raised prices without losing customers. A company that has already absorbed a cost increase and held its margin can present that record as a strength.

Should I wait for a better quarter before selling?

Rarely for that reason alone. One quarter's market figures do not set the price of a specific company. Your own trend matters more, and selling while your earnings are rising is usually better than waiting for headlines to improve while your own numbers flatten.