On Deal Talk, we often hear from former business owners who have sold their companies or professionals who are dedicated to helping entrepreneurs sell their...
How Long Does It Take to Sell a Business?
One of the most frequently asked questions we receive is “How long will it take to sell my business?” This critical question is one you need to consider when planning to sell your own business, and many factors affect the time frame. Depending on who you ask, you will be given a variety of answers. For instance, your accountant, who has your financial interest in mind, may suggest it will take a long time, while a business broker, who wants you to sell, may say it will not take much time at all. This article discusses the variables that affect how long it will take you to sell your business, along with recommendations of how to speed up the process.
Statistics on How Long It Takes to Sell a Business
BIZCOMPS – BIZCOMPS is a database of business-for-sale transactions that provides information on those businesses, including the length of time the business was on the market. BIZCOMPS contains over 13,000 transactions dating back to 1996. Most of the transactions in BIZCOMPS are smaller businesses priced at less than one million dollars. Additionally, almost all of the transactions were completed with the assistance of professional advisors, primarily business brokers.
For all transactions from 2000 to 2014, the average time on the market was 200 days (approximately 7.3 months). Below, we have listed the average time that each business was on the market beginning with 2002, as not enough data was provided for transactions prior to 2002:
- 2002 – 183 days (6.1 months)
- 2003 – 193 days (6.4 months)
- 2004 – 217 days (7.2 months)
- 2005 – 221 days (7.3 months)
- 2006 – 220 days (7.3 months)
- 2007 – 232 days (7.7 months)
- 2008 – 230 days (7.6 months)
- 2009 – 240 days (8 months)
- 2010 – 248 days (8.2 months)
- 2011 – 247 days (8.2 months)
- 2012 – 324 days (10.8 months)
- 2013 – 202 days (6.7 months)
Conclusion: The average time to sell a business increased from 6.1 months in 2002 to 10.8 months in 2012. Without a doubt, selling a business has become more difficult and takes longer than it did ten years ago. Part of this article will explore the industry factors that have come into play, increasing the time it takes to sell a business. However, before we explore those factors, let’s take a look at the particular financial variables that can affect the time frame, including the selling price, the asking price, and the financing. These variables are significant, as they often compound the problems that the industry is facing.
Variable #1 - Selling Price: Below, we have provided statistics on the average time it takes to sell a business based on sales price (not asking price). The asking price is what the seller initially asks for the business. The selling price is the final offer the owner accepts:
- Less than $100,000 – 199 days (6.3 months)
- $100,000 - $500,000 – 218 days (7.2 months)
- $500,000 - $1,000,000 – 243 days (8.1 months)
- $1,000,000 - $5,000,000 – 291 days (9.7 months)
- $5,000,000 - $10,000,000 – 329 days (10 months)
Conclusion: Larger businesses seem to take longer to sell. This conclusion is a point of debate for most business brokers. Many brokers say that smaller businesses sell quicker while larger businesses take longer to sell. Some say the reverse. We believe smaller businesses did sell quicker in the past, but we also believe that trend is reversing. Since 2008-2009, the market has had an excess of smaller, unprofitable businesses. Until these businesses are sold off, we believe it will take longer to sell smaller businesses, especially if they are unprofitable.
Variable #2 – The Difference in Percentage between the Asking Price and the Selling Price: The following statistics show the average time it takes to sell a business based on the difference in percentage between the asking price and selling price:
- 0% - 203 days (“0%” means the business sold for the full asking price) (6.7 months)
- 1% - 5% - 214 days (7.1 months)
- 6% - 10% - 213 days (7.1 months)
- 11% - 20% - 221 days (7.3 months)
- 21-30% - 226 days (7.5 months)
- 31%-40% - 225 days (7.5 months)
- 41%-50% - 242 days (8 months)
- 51%-75% - 240 days (8 months)
- 76% - 100% - 285 days (9.5 months)
Conclusion: The more reasonable the initial asking price is, the quicker the business should sell. Businesses priced at more than 76 percent of the ultimate selling price take 40 percent longer to sell than businesses that sell at the asking price.
Variable #3 - Multiple of the Seller’s Discretionary Earnings (SDE): This variable is a consideration of how reasonably the business is priced. For example, a business with an SDE of $100,000 that ultimately sells for $200,000 has a multiple of 2.0. This data can be misleading, as a direct correlation between the multiple at which a business is sold and the attractiveness of the business may not exist. However, an indirect correlation may. For example, businesses sold at less than a one multiple may be highly unattractive and may take longer to sell, while businesses sold at a high multiple may represent more attractive businesses, such as manufacturing or technology companies. Multiples may also be highly skewed for lower priced businesses. For example, a business with an SDE of only $20,000 that sells for $80,000 can distort the data. Also, bear in mind that this data only uses the selling price and does not consider the initial asking price. Despite these challenges, we chose to analyze the data to examine the correlation, whether it be direct or indirect:
- Less than 1.0 Multiple – 207 days (6.9 months)
- 1.0 – 2.0 Multiple – 210 days (7 months)
- 2.0 – 3.0 Multiple – 226 days (7.5 months)
- 3.0 – 4.0 Multiple – 236 days (7.8 months)
- 4.0 – 5.0 Multiple – 232 days (7.7 months)
- 5.0 – 10.0 Multiple – 256 days (8.5 months)
Conclusion: The correlation between the multiple and number of days on the market is slight. We do not know, however, if this correlation is direct or indirect.
Variable #4 - Franchise: This variable is a comparison of the number of days franchised and non-franchised businesses are on the market.
- Non-Franchised Businesses (Independent) – 226 days
- Franchised Businesses – 216 days
Conclusion: Franchised businesses sell, on average, 4 percent faster than non-franchised businesses. We believe this conclusion is true based not only on this data but also on our experience. However, we are not sure what causes this difference, as it could be the increased attractiveness of a franchised business, the increased support for selling a business within a franchise network, the fact that information is organized better in franchises, or any number of other reasons.
Variable #5 - Region: The following statistics show the average number of days a business was on the market, broken down by region:
- Midwest – 240 days (8 months)
- Northeast – 217 days (7.2 months)
- South – 219 days (7.3 months)
- West – 215 days (7.1 months)
- Canada – 245 days (8.1 months)
Conclusion: Businesses for sale in high-population growth areas tend to sell faster. For instance, it is easier to sell a business in Orange County, California (19 percent faster, 211 days) than it is to sell a business in Iowa (252 days). Many people looking to buy a business will consider relocating. In fact, a substantial portion of businesses sold in the Southwest and Southeast are sold to people moving to the area. The fact the people are willing to relocate opens up the number of potential buyers looking to buy your business, which effectively speeds up the selling process. More buyers means that the business will be easier to sell and will often sell faster.
Variable #6 - Financing and Down Payment: Below are statistics for the average number of days a business is on the market, broken down by the amount of down payment. It is a long-held belief by virtually all business brokers that a business is easier to sell when the owner is willing to finance a portion of the sale. These statistics also include transactions in which bank financing was involved. Most deals in the BIZCOMPS with less than a 20-30 percent down payment likely involved some form of bank financing, which can cause statistical errors, as deals involving bank financing take an extra 30-90 days to close. Also, all-cash deals are generally quicker to close and often represent lower-priced businesses in which due diligence is expedited.
- 0-10% Down Payment – 215 Days (7.1 months)
- 11%-20% Down Payment – 241 Days (8 months)
- 21%-30% Down Payment – 255 Days (8.5 months)
- 31%-40% Down Payment – 221 Days (7.3 months)
- 41%-50% Down Payment – 209 Days (6.9 months)
- 51%-60% Down Payment – 195 Days (6.5 months)
- 61%-70% Down Payment – 216 Days (7.2 months)
- 71%-80% Down Payment – 230 Days (7.6 months)
- 81%-90% Down Payment – 237 Days (7.9 months)
- 91%-99% Down Payment – 240 Days (8 months)
- 100% Down Payment – 215 Days (All cash deal, no financing) (7.1 months)
Conclusion: The more financing the seller offers, the quicker the business should sell. We believe most deals in the database with less than a 30 percent down payment involved bank financing, which lengthened the amount of time to close the transaction.
Variable #7 - Industry Correlation: The following statistics show the average number of days a business is on the market, broken down by industry type:
- Construction (SIC Code 15-17) – 270 Days (9 months)
- Manufacturing (SIC Code 20-39) – 244 Days (8.1 months)
- Transportation (SIC Code 40-47) – 206 Days (6.8 months)
- Communication (SIC Code 48) – 193 Days (6.4 months)
- Electric, Gas and Sanitary Services (SIC Code 49) – 247 Days (8.2 months)
- Wholesale (SIC Code 50-51) – 243 Days (8.1 months)
- Retail (SIC Code 52-59) – 211 Days (7 months)
- Insurance, Finance and Real Estate (SIC Code 60-67) – 216 Days (7.2 months)
- Services (SIC Code 70-89) – 214 Days (7.1 months)
Conclusion: Only a small correlation exists between the industry type and the number of days a business is on the market. However, much of this data seems to defy conventional business broker wisdom. Most brokers believe construction-related businesses are difficult to sell, and the data supports this long-held belief. However, most business brokers believe manufacturing-related businesses are easier to sell, and the data does not support this belief.
The Top Variables: Below is a chart of the estimated top variables that affect the length of time it takes to sell a business:
Business Brokerage Press Industry Survey – Business Brokerage Press produces an annual survey of its members. The members primarily consist of full-time business brokers. Out of a few thousand members, a large majority complete the survey on an annual basis. Non-members are also permitted to participate in the survey. The survey is mainly aimed at business brokers; however, a number of middle market intermediaries and other advisors participate in the survey. The survey consists of several dozen questions, of which one question is usually “How many months is the average period between listing and sale?” Recent results from surveys have ranged from 6-11 months, with the time period slowly increasing over the years. This data seems to coincide with the data from BIZOMPS. The 2006 results showed an average time period of 7.9 months, while 2011 results showed a 10 month time period between listing and sale.
The Businesses for Sale Survey – In 2008, 62 percent of the business brokers stated that it took them at least 9 months from listing a business for sale to sell it, according to the website Business for Sale (www.businesseforsale.com). Only 28 percent reported that it took 6 months or less from listing to sale. Note that businessforsale.com primarily operates in Europe, which can obviously skew statistics for companies operating in the United States. Nonetheless, they also generate significant activity in the United States.
Here are the results of the survey:
Statistics and Errors – The industry of selling businesses is a highly inefficient market with limited resources, especially for those selling smaller businesses. Almost no surveys are validated, and most producers of surveys lure participants in with free results if they complete the survey. This type of incentive can result in inaccurate data.
For instance, when advertising a business for sale, we use a number of web portals in which we are virtually forced to provide transactional data. Our deal makers operate separately from our back-end administrative team. Unfortunately, our back-end administrative team is not privy to transactional details; however, they are required to enter the data. As a result, they enter inaccurate data. In other words, when given the results of these surveys, we are compensated with transaction data that we already know is inaccurate so we have little incentive to input accurate data. Many other brokers are simply too busy to bother inputting data into databases.
While the data is still useful because it is sometimes accurate, one should remember that it is not without flaws. The data should be used as a guide and supplemented with good old common sense and professional advice.
Other Sources of Information – Another highly useful transactional database, the IBA Market Database, includes over 37,000 transactions. However, the database does not provide details on how long a business takes to sell. Unfortunately, we know of no other useful sources of information regarding the time it takes to sell a business.
A Balanced Perspective – When planning to sell a business, you should attempt to maintain a balanced viewpoint. Remember that an average is just an average. The actual time period can vary from 1 day to more than 3 years.
To illustrate, how long, on average, does it take for a man and woman to marry after their first date? This question seems absurd when trying to estimate when your son or daughter will marry, but many business owners apply this same logic when estimating how long it will take to sell their business. Selling a business is a stressful, emotional event, and it involves anticipating other people’s responses, which is often also emotional. As a result, the data is widely dispersed and estimating the time is difficult.
Value of the Business vs. Time to Sell – Most of the factors that increase the value of a business will also have a direct positive correlation to the amount of time it takes to sell the business. The following factors will increase the value of a business and statistically, increase the speed at which a business is sold: industry type, geographic area, reasonable asking price, seller financing offered, and a reasonable valuation based on a multiple of the Seller’s Discretionary Earnings.
Process for Selling a Business
The following text is a brief description of the steps involved in selling a business and the time-frames involved for each step.
Preparation – Less than 1 month – The step includes preparing the valuation, writing a business summary, and creating other key documents. Preparation is often a controlled and predictable step. However, the time it takes may vary from 1-8 weeks. Often, the biggest bottleneck at this stage is receiving updated financials. Unfortunately, many business brokers take 2-3 months to put a business on the market. In our company, we can prepare all documents and have a business on the market in less than a week once everything is in our hands. When interviewing brokers, it is critical to ask them how long it will take before your business is on the market.
Advertise the Business for Sale – 1-12 months – This step involves advertising and marketing the business for sale and meeting with buyers. How long this period will take is often unknown, and it required little active effort ffrom the seller other than meeting with prospective buyers. This time period is often frustrating for the seller because they may feel like nothing is happening. However, it is important that the seller keeps his or her focus on the business and maintains consistent revenues or growth.
Negotiation, Due Diligence, and Closing – 1-3 months - Negotiating and closing a deal takes from 1-3 months. However, several factors during this stage of the process are unknown. Many buyers are scared to purchase a business, and it can sometimes take them several months or more before they decide to make an offer on a business. Additionally, due diligence can be delayed for many reasons, such as delays with obtaining bank financing or as the result of innacurate financial information. Finally, it can take several months to close the deal due to third-party delays from attorneys, accountants, franchisors, banks, or license transfer approvals. On average, it takes about 1 month to negotiate an offer with a buyer, 1 month to complete due diligence, and 1 month to close the transactions. These guidelines are rough estimates only, and you should fully be prepared for the transaction to take significantly longer.
Below is a list of general factors that affect how long it takes to sell a business. These factors change over the years. However, we believe the following factors have had the most significant impact on lengthening the time it has taken to sell a business in the previous 10 years.
Internet – The internet has provided buyers of all goods and services with more options. Before the internet was popular, most businesses were sold through newspapers. This type of selling created a highly inefficient market, and it was more difficult for a buyer to compare options. Ironically, businesses were easier to sell and often sold quicker, probably due to a lack of qualified alternatives and businesses for sale.
Information – The internet has also provided a wealth of information on buying or selling a business. As a result, today’s buyer is more educated and is often considering more options.
More businessess for sale – Since 2008, the number of businesses for sale has steadily increased. This increase has resulted in a larger number of options for buyers and depressed prices with the possibility of a protracted sale.
Less Demand – Since 2005, Google Trends shows a significant decrease in search volume for the search phrases “buy a business” and “businesses for sale.”
Economic factors – Economic factors have also adversely affected the rate at which small businesses sell. The primary factor that has slowed the speed at which small businsses are bought and sold is overall confidence in the economy. Many economic factors affect small business sales, such as unemployment and interest rates. However, we beleive that a majority of the buyers are sitting on the sidelines while the economic environment improves.
Small business optimism was at an all-time low in 2008 and 2009. The situation has since improved and business sales have picked up.
As more people leave the workforce, more buyers are theoretically available to purchase businesses. Many believe a correlation exists between the unemployment rate and small business sales.
The following is a list of specific factors that may affect how long it takes to sell your business:
Price – The more reasonable your asking price, the quicker your business will likely sell.
Financing – Offering reasonable seller financing terms should result in a quicker sale.
Advertising – Aggressively advertising your business for sale through the appropriate channels should help you sell your business faster.
Geographic Area – If your business is for sale in a high-growth area, then it probably will sell faster.
Industry – If your business is in an attractive industry, such as technology, then it likely will sell sooner than if it is in a low-growth industry.
Financial Trends – If your business is experiencing positive financials trends, such as increased revenues or margins, then your business will be easier to sell.
Specificity of Skills – If your business requires highly specific skills or licensing, such as a professional or healthcare practice, then your business may take longer to sell.
Asking Price – If you own a business valued at less than $2-3 million, then it will probably take longer to sell than a business valued at more than $2-3 million. Ironically, larger businesses are easier to sell due to a higher demand from professional buyers. Almost all larger businesses are purchased by financial or corporate buyers as an alternative to organic growth, and the demand for a quality lower middle-market business is very high. The time frame also depends on if the sale process is a negotiated process or an auction.
Brokers Can Help and Hurt You When Selling Your Business
Why do business brokers often require a 12 month exclusive contract? The listing contract length often coincides with the average length of time it takes to sell a business. Half a century ago, listing contracts were 30-60 days in length, and businesses were often sold within that time period. The time it takes to sell a business has increased steadily over the last 50 years, along with the exclusivity period that most brokers require. Most business brokers invest a substantial amount of time when initially placing the business on the market, and absent a retainer fee, a contractual committment ensures the broker she will have the exclusive opportunity to recapture her initial investment of time and money. We have developed a new approach to selling a business that does not require an exclusive contract. Take a look and contact us if you are interested.
When talking with a broker that works on a commission basis and who also requires an exclusive contract, a natural conflict of interest exists. The broker may be tempted to tell you to sell your business for a higher value than your business is actually worth. He may also be unrealistic with you regarding how long your business may actually take to sell.
What can I do?
Below is a list of specific actions you can take to ensure your business sells as fast as possible:
Valuation – If you are serious about selling your business, then we recommend obtaining either an opinion of value or a formal business valuation. For more information, please see the page about our business valuation options. We can prepare a list of specific action steps you can take to improve the value of your business. These action steps can be taken either right before the business is put on the market, or they can be take several years in advance. It is never too late to prepare.
Exit Strategy – Planning the sale of your business is critical. We can prepare a formal exit strategy for you that examines hundreds of variables and includes a 20-30 page customized plan, along with checklists of documents you need to prepare and specific action steps you can take before putting your business on the market.
Keep Your Business on the Market – Keep advertising your business, even if you have an offer. Don’t take your business off the market until you have a signed definitive purchase agreement and a nonrefundable earnest money deposit.
Financing – Either pre-approve your business for bank financing or offer seller financing. Our exit strategy includes a list of financing options for your business, along with specific suggestions.
Reasonable Price – Set a realistic asking price for your business based on the valuation. Do not set a higher price in hopes of getting lucky. Doing so may preclude many buyers from ever looking at your business.
Prepare for Due Diligence – Prepare for due diligence by organizing a list of documents most buyers will request. Doing so speeds up the sale process and increases the chances of a successful sale. Our custom exit strategy includes a list of dozens of documents and a timeline of when a buyer is likely to request them.
The business of selling businesses is a highly inefficient market. Data regarding business sales is sparse and often innaccurate. However, with our suggestions, you will not only speed the process up, you will also increase the chance of a successful sale.
Contact us anytime if you would like help preparing your business for sale.
Jacob Orosz Bio
Jacob Orosz ,President, Morgan & Westfield
Jacob is the president and founder of Morgan & Westfield. A certified business broker and licensed business/real estate broker, Jacob has over 15 years of experience facilitating mergers, acquisitions, sales and other business transfers with transaction values ranging from $30,000 to $75 million. Jacob has successfully participated in or managed the sale of over 300 privately held companies...