How I Sold My Bible App Company(trevormckendrick.com)
trevormckendrick.com
How I Sold My Bible App Company
http://trevormckendrick.com/how-i-sold-my-bible-app-company/
27 comments
Sorry if this is incorrect but wouldn't a better term be long term capital gains rates? Short term capital gains are taxed at ordinary income rates but they're still capital gains.
:) Yes you are correct.
I try to avoid details when higher levels of abstraction are sufficient for my audience.
I try to avoid details when higher levels of abstraction are sufficient for my audience.
Do you have more information on how that course is going to look like? Are those going to be video tutorials, or some degree of interactivity like on Coursera?
Have you considered developing an accounting or bookkeeping app, since that's obviously your domain?
For anyone interested, this is the relevant information about the sale in Salem Media's SEC filings:
> On September 3, 2015, we acquired the Spanish Bible mobile applications and their related website and Facebook properties for $0.5 million in cash.
> On September 3, 2015, we acquired the Spanish Bible mobile applications and their related website and Facebook properties for $0.5 million in cash.
I sold my company (Verrus PayByPhone.com ) several years ago and so much of this resonates with me. Thanks to the author for his candid sharing. It was cathartic to read, even.
> ... over 7 months, hundreds of emails, ... psychologically exhausting and definitely the hardest part of the 3.5 years I ran the business.
This. The hardest part for me and my cofounders was keeping the business operating, and growing, while spending what seemed like full time on the "distraction" of a sale process with several potential buyers.
> I always assumed it was dead until the cash was finally in the bank. ... various levels of depression occurred throughout the sales process.
Yet, in the end:
> The deal made a ton of sense and I’m glad it got done.
Amen and congrats to you!
> ... over 7 months, hundreds of emails, ... psychologically exhausting and definitely the hardest part of the 3.5 years I ran the business.
This. The hardest part for me and my cofounders was keeping the business operating, and growing, while spending what seemed like full time on the "distraction" of a sale process with several potential buyers.
> I always assumed it was dead until the cash was finally in the bank. ... various levels of depression occurred throughout the sales process.
Yet, in the end:
> The deal made a ton of sense and I’m glad it got done.
Amen and congrats to you!
Hey, I use PayByPhone all the time in Seattle, I'm really glad you made it, it brightens up my day any time I can use it! Thank you, and congrats on the successful exit!
Thank you for the kind words. Seattle was a good, early proving ground for us. (We were HQ'd in Vancouver, BC.)
In another recent thread I saw a lot of animosity from people who felt betrayed when a founder sold.
I'm an employee, but just imagining the stress of running a successful business, I honestly can't blame a founder for selling as long as I'm being compensated in a manner I consider fair (ie. fair market rate with minimal/low equity, or meaningful equity with terms that won't screw me).
There's absolutely nothing wrong with cashing out when you think it is the right time. Anyone who did not found the company should understand it is a possibility when they sign on.
I'm an employee, but just imagining the stress of running a successful business, I honestly can't blame a founder for selling as long as I'm being compensated in a manner I consider fair (ie. fair market rate with minimal/low equity, or meaningful equity with terms that won't screw me).
There's absolutely nothing wrong with cashing out when you think it is the right time. Anyone who did not found the company should understand it is a possibility when they sign on.
Any idea why paybyphone doesn't give you a list of parking locations near you?
I can only comment on the "early years" of the company (2000-2011). It was a business decision -- we felt we created more company value by applying limited development budget and effort to winning entirely new strategic customers (large metro centres, each with their own integration, payment, and back-office requirements that most people never see) than to adding more than core features to the user experience.
Naturally, every potential feature, once implemented, has ongoing costs and risks with respect to availability, data quality, maintenance, impacts on customer service, image, impact on our municipal customers, etc. We were a small, lean organization then. It's impossible to know if we struck the optimal balance; you're reasonable to ask!
I am now just another user of the service and I love it ... but in 2016, location-based everything is a reasonable expectation! Cheers. :-)
Naturally, every potential feature, once implemented, has ongoing costs and risks with respect to availability, data quality, maintenance, impacts on customer service, image, impact on our municipal customers, etc. We were a small, lean organization then. It's impossible to know if we struck the optimal balance; you're reasonable to ask!
I am now just another user of the service and I love it ... but in 2016, location-based everything is a reasonable expectation! Cheers. :-)
Yes I imagine most of the work was bureaucracy and integration. Nice work on the exit.
Trevor,
This is an interesting read and congratulations to you.
If I understand it correctly the app was pulling in $100,000 a year and required only an hour of maintenance per month? I'm curious why you chose to sell for $500,000 rather than continue with a long term revenue stream? Was there concern on your part that you could keep these revenue up in the long run?
This is an interesting read and congratulations to you.
If I understand it correctly the app was pulling in $100,000 a year and required only an hour of maintenance per month? I'm curious why you chose to sell for $500,000 rather than continue with a long term revenue stream? Was there concern on your part that you could keep these revenue up in the long run?
He commented a few brief points:
He said he worries 365 days a year that he'll lose out somehow. He specifically mentions the dependence on Apple, e.g. if they change their search algorithm he may be fucked, and there's no independence there. He's small-time and has near zero revenue streams outside of the apple store. (he mentions the Android port being a failure).
About the Android port failure... he's saying Android makes him barely any money at all, but you can imagine he spent $10-20k on that at least last year.
The first year he did things like hire a studio to record an audio book. That may sound cheap, but a bible audio book is 70-75 hours long, and each hour recorded costs $300-600 (you could also do it for $200 or $800, but both aren't very typical). Even for low-quality, shortened books, it's still a significant expense.
He's got costs, the $100k isn't even operating profit, let alone net income.
For example, he mentions he increased his revenue from $75k to $100k from y1 to y2, but also lost money due to new licensing deals that cut deep into his margins, saying that he's not sure it was worth it.
Between a new revenue stream of which he doesn't think it was profitable, and a port to a new app store which he says generates practically non-existent revenue, it doesn't look like he's got the resources to singlehandedly build this out to a ridiculous cash cow. The $100k of course is awesome, but he's had to put in time to make it grow (inc. a brand new app, none of that he refers to when he says he has 1 hour of monthly work to sustain the app), some of these growth projects failed, and he probably invested quite a bit in the first place, more than the $500 he refers to as his initial investment.
After taxes and expenses I'd expect say $50k to be left as net income. I'd take $500k too, for sure. That $50k to say $75k tops he's netting per year, takes at least 8-10 years to beat a $500k lump sum that's reinvested. Now of course he has opportunities to grow the business, but here's the thing... if he grows the business, he's now working part-time or full-time, which carries a significant opportunity cost, too. And it's not without direct costs, either, like developing or licensing content. Further, in those 8-10 years everything can change, particularly the competitive landscape, the OP's purchaser probably would've bought another top 5 app and thrown resources at it.
In short, I think he did quite well with $500k but that's based on a lot of my assumptions and interpretations of his brief comments.
He said he worries 365 days a year that he'll lose out somehow. He specifically mentions the dependence on Apple, e.g. if they change their search algorithm he may be fucked, and there's no independence there. He's small-time and has near zero revenue streams outside of the apple store. (he mentions the Android port being a failure).
About the Android port failure... he's saying Android makes him barely any money at all, but you can imagine he spent $10-20k on that at least last year.
The first year he did things like hire a studio to record an audio book. That may sound cheap, but a bible audio book is 70-75 hours long, and each hour recorded costs $300-600 (you could also do it for $200 or $800, but both aren't very typical). Even for low-quality, shortened books, it's still a significant expense.
He's got costs, the $100k isn't even operating profit, let alone net income.
For example, he mentions he increased his revenue from $75k to $100k from y1 to y2, but also lost money due to new licensing deals that cut deep into his margins, saying that he's not sure it was worth it.
Between a new revenue stream of which he doesn't think it was profitable, and a port to a new app store which he says generates practically non-existent revenue, it doesn't look like he's got the resources to singlehandedly build this out to a ridiculous cash cow. The $100k of course is awesome, but he's had to put in time to make it grow (inc. a brand new app, none of that he refers to when he says he has 1 hour of monthly work to sustain the app), some of these growth projects failed, and he probably invested quite a bit in the first place, more than the $500 he refers to as his initial investment.
After taxes and expenses I'd expect say $50k to be left as net income. I'd take $500k too, for sure. That $50k to say $75k tops he's netting per year, takes at least 8-10 years to beat a $500k lump sum that's reinvested. Now of course he has opportunities to grow the business, but here's the thing... if he grows the business, he's now working part-time or full-time, which carries a significant opportunity cost, too. And it's not without direct costs, either, like developing or licensing content. Further, in those 8-10 years everything can change, particularly the competitive landscape, the OP's purchaser probably would've bought another top 5 app and thrown resources at it.
In short, I think he did quite well with $500k but that's based on a lot of my assumptions and interpretations of his brief comments.
I suspect there was also an element of "A big dog in Christian Media wants something like my app. I can sell to them or I can fight the new thing they'll build and cross-market."
By selling he gets a chunk of money in the bank (possibly less than he'd have earned over time and certainly less than Salem thinks they can earn with the app), but he also avoids a marketplace battle and he can go work on other things. Salem avoids having to develop a competing app and gets a significant and likely fast-growing installed base.
My suspicion is that both sides feel like they came out ahead - Trevor got a couple years of good revenue followed by a nice exit; Salem got a market-leading app that likely will prove popular in some global markets where smartphone usage or capabilities are likely to increase over the next decade - what are the forecasts for smartphone usage in Central and South America? Additionally, if Salem isn't already an international player, having a top-rated app may let them expand other operations to cover more international international markets without having to do a lot of risky physical investment or international marketing first to break into those markets.
By selling he gets a chunk of money in the bank (possibly less than he'd have earned over time and certainly less than Salem thinks they can earn with the app), but he also avoids a marketplace battle and he can go work on other things. Salem avoids having to develop a competing app and gets a significant and likely fast-growing installed base.
My suspicion is that both sides feel like they came out ahead - Trevor got a couple years of good revenue followed by a nice exit; Salem got a market-leading app that likely will prove popular in some global markets where smartphone usage or capabilities are likely to increase over the next decade - what are the forecasts for smartphone usage in Central and South America? Additionally, if Salem isn't already an international player, having a top-rated app may let them expand other operations to cover more international international markets without having to do a lot of risky physical investment or international marketing first to break into those markets.
There's something to say for his place in the market, but I think you are right. Salem has infinitely more capital to create a competitor. By selling, they don't have to deploy that capital, and he doesn't have to fight against competitors eating away his revenue.
Five years is a really really long time in the "monetizing digital content" industry. Five years ago you could make an actual living off a semi-popular niche blog. The iPhone itself is only eight and a half years old. The idea of a "long term" revenue stream has to be evaluated in this context, irregardless of the other obvious fact which is that money today is worth a lot more than money in the future.
> irregardless
You've got too extra letters there :)
You've got too extra letters there :)
I'm sure there is a clever internet name for it, but in the absence of that information, let's call it Chilly's Postulate:
"An online post pointing out a spelling error will inevitably contain a spelling error."
"An online post pointing out a spelling error will inevitably contain a spelling error."
I like it. Even better that the name will inevitably be misspelled.
Chilly's Postulate
Chillys Postulate
Chillys' Postulate
Chillies Postulate
Chillie's Postulate
[deleted]
Sounds like an offshoot of Murphy's Law.
muphry's law, to be precise. [https://en.wikipedia.org/wiki/Muphry%27s_law]
Trevor I believe explains in the post, that being often within M&A there's a window of opportunity to engage a party interested in buying a company or its assets. If he declined, it's possible he would have never received an offer as high as the offer he received and would have to hope the app paid out over the next 5+ years, which was 2x the duration the app had been at its current revenue, which had been consistent for 2.5 years.
It seems the app developer was dying for the thrill of selling his first company. Spanish media is growing, particularly in the US, so there's no reason to think his app sales were about to decline, at least not enough to sell his golden goose for a mere 500k. But congratulations to him on selling his first company.
This was not a zero risk business. There is no such thing as zero risk. He made a 5x revenue exit, a life changing decision.
Only someone with a time machine could calculate if his business would survive 5+ years it would need to take provide a similar return.
Only someone with a time machine could calculate if his business would survive 5+ years it would need to take provide a similar return.
In short, capital gains. $100k at normal tax rates leaves you with $60k in the bank each year. $500k taxed at capital gains tax rates leaves you with (approx) $400k.
That means it would take you 6.5 years to make the same amount of money. Do you want to run an app for 6 years if you could get the money today + do something else? That $400k can start making 5-10% returns a year.. starting today.
That means it would take you 6.5 years to make the same amount of money. Do you want to run an app for 6 years if you could get the money today + do something else? That $400k can start making 5-10% returns a year.. starting today.
I had the same question, but I would suppose he just had his own reasons for wanting to sell.
The cool part of the story is that even though it took him seven frustrating months to close the deal, he was earning money every month. Theoretically, with that kind of revenue stream he could have dragged things out for months or years, and the buyer probably understood that.
A great position to be in, and to be so young, too. * envy * :)
The cool part of the story is that even though it took him seven frustrating months to close the deal, he was earning money every month. Theoretically, with that kind of revenue stream he could have dragged things out for months or years, and the buyer probably understood that.
A great position to be in, and to be so young, too. * envy * :)
> Basically I spent 2 weeks convincing them to let me write this blog post!
And I'm grateful you did. This was very interesting to read. Thank you!
And I'm grateful you did. This was very interesting to read. Thank you!
> My wife was out of town so to “celebrate” I treated myself to In-n-Out for lunch!
I love your frugal approach. You deserve everything you got. Nice to see how professionally you both handled the negotiations and it certainly teaches me the virtue of patience!
I love your frugal approach. You deserve everything you got. Nice to see how professionally you both handled the negotiations and it certainly teaches me the virtue of patience!
What a great story! I want more stories like these. The author Trevor, really gave us so many behind-the-curtain information, at some point I even thought it was so much that he could get in trouble for it if the buyers read the story. (he mentions later in the post that he got it covered)
Thank you!
Thank you!
The joy of Streak, and the fact that they work remotely,
is that I could see them forwarding my email to each other.
You’ll see in the map below that it was opened in multiple
locations, multiple times.
It’s like sending a text to someone you’re interested in
after a date, and knowing that they’re talking to their
friends about how to respond. They’re interested.
This doesn’t always work obviously, but it gave me a ton of
confidence in the moment.
"hidden images" don't work with most clients. I guess it was some link with a token they were clicking.
See [1] for a description of how the tracking works - scroll down to "So how does that tracking work?". It appears to use embedded links to message-specific 0-by-0 pixel remote images.
[1] http://www.ghacks.net/2014/02/22/can-streak-really-track-gma...
[1] http://www.ghacks.net/2014/02/22/can-streak-really-track-gma...
"Whenever a user opens the email without proper protection" is the caveat here.
Someone posted a site they'd built recently that would send you an email with all the nasty tracking tricks in them, and let you see which your client fell for. I was sad to see gmail choked on most of it.
Make sure to check that the IP addresses are yours. Gmail loads images to their own servers and then serves them to your Gmail UI from there, so trackers shouldn't get your actual IP.
I just tested gmail with emailprivacytester and it didn't fall for any of them (and only fell for the image tags when I clicked a button to allow images in the e-mail to be displayed) so they may have beefed things up in response to that site
Well, I am very happy to see that OS X's Mail.app with remote content disabled does not trigger a single one of them.
I wrote a blog post about this for iOS apps: https://dannysu.com/2015/12/11/best-ios-email-apps-for-priva...
If you're on mobile, basically majority of the apps out there suck at this.
You need to turn image loading off by default and then Gmail, built-in Mail, and FastMail are the only ones that pass.
If you're on mobile, basically majority of the apps out there suck at this.
You need to turn image loading off by default and then Gmail, built-in Mail, and FastMail are the only ones that pass.
No need to feel sad. People who use Gmail likely aren't concerned about privacy anyway.
If anyone can identify the site peteretep mentions, eternal gratitude: I want to test it.
Didn't google started to host copies of images referenced in gmail a while back though? This should make this method useless for a lot of email addresses.
What about non-hidden images with a token?
I don't see how any small time hacker agrees to any indemnification. It's not as if you could even if you wanted to even defend a small lawsuit (I don't know how much they paid him). So what's the point. If you are afraid of being sued, buy yourself insurance. You are a large company, that's something you can do. And it will actually provide you protection rather than a contract which I can not possibly fulfill.
I was also rather confused at this. Why would he be liable for anything that happens with the app after it's been sold? Is this standard practise in such deals?
I imagine it's the acquirer protecting themselves against due diligence oversights.
> Since the app performs so consistently and takes so little of my time (~1 hour per month) it needs to make financial sense to give it up…
Can I ask what you did with the rest of your time?
Can I ask what you did with the rest of your time?
There is a ton of opportunity in the christian media industry with huge markets. I hope more christian developers get involved and start making stuff that would help believers, missionaries, churches, etc. There are so many things to disrupt. For those that are interested and want encouragement or help finding ideas. I found a christian startup slack community http://thirdpathinitiative.com/christian-startup-community and there is also a really cool hackathon organization http://codeforthekingdom.org
There isn't much interest because for the most part, intelligent people don't devote themselves to things that can easily be proven false such as religion.
On the one hand, Christ was the original " (╯°□°）╯︵ ┻━┻) ", on the other hand, consider what He was disrupting in the first place.
> I hope more christian developers get involved
According to the Business Insider article[1], Trevor McKendrick is atheist:
According to the Business Insider article[1], Trevor McKendrick is atheist:
Though McKendrick doesn't have to think about money, his
booming Bible-selling business does have him worrying
about one thing: his morality.
See, McKendrick isn't exactly a believer in his product.
"We don't believe in Christianity," he told Blumberg. "We
don't believe in the Bible."
"I would describe myself as an atheist."
Thanks for sharing and clearing that up, but this actually validates my overall statement all the more. We need real christian developers and there are so many opportunities to have a huge impact for the kingdom!
Why would there be a specific need for Christian developers? Sure looks like an atheist can do just as good of a job.
[deleted](1)
I'm interested in joining your community but there are a couple things that look like red flags to me about this.
1. It costs $25 to join the slack community. Is this normal?
2. The overview" page mentions all the things in the ThirdPath coaching process but lacks one important thing-how it has anything to do with Christianity. It reads like every other startup coach/bootcamp process.
Makes me think that this bootcamp is just targeting Christians because it's a big niche, not because you believe that there's truly a need for Christian startups
1. It costs $25 to join the slack community. Is this normal?
2. The overview" page mentions all the things in the ThirdPath coaching process but lacks one important thing-how it has anything to do with Christianity. It reads like every other startup coach/bootcamp process.
Makes me think that this bootcamp is just targeting Christians because it's a big niche, not because you believe that there's truly a need for Christian startups
No, it's not. Your religion doesn't affect how well your startup does, as you pointed out. This is just an unfortunate case of somebody using religion as a tool to sell you something you may not purchase otherwise.
This is against the Slack Terms of Service.
https://slack.com/terms-of-service Clause #6.7
This is against the Slack Terms of Service.
https://slack.com/terms-of-service Clause #6.7
I wouldn't build a christian startup because there is something magic about the christian label. It might even fail. It's about personally believing in the mission of Christ and wanting to share the love of Christ through your gifts and talents.
Also I will reach out to Slack's team to find out about the ToS. If this is truly the case then many other slack communities are in violation as well :/
Also I will reach out to Slack's team to find out about the ToS. If this is truly the case then many other slack communities are in violation as well :/
Agreed. It is much more important to embody Christ in how you run your business - how you make decisions, and how treat your users, employees, partners, and investors without shouting it from the rooftops.
My wife recently gave me this quote from St. Francis - "Preach the gospel at all times, and when necessary, use words." I think it applies here.
My wife recently gave me this quote from St. Francis - "Preach the gospel at all times, and when necessary, use words." I think it applies here.
I find it odd that someone would charge a fee to join a chat room. Doubly so if that chat room is meant as a way for like minded religious people to communicate.
Is there at least an animated collection plate that comes up during the sign up process?
In my opinion, you may want to drop the price tag on entry. It is widely looked down upon (eg — pay to pitch, etc) and will make you lose some credibility when it comes to discovering serious talent.
Also I feel bringing religion into business (which is essentially what startups are) is unwarranted. Don't get me wrong, but there is literally no correlation here.
You seem like a genuinely nice guy so I just dropped in my 2 cents, and yes, you should reach out to Slack. Best of luck, mate!
Also I feel bringing religion into business (which is essentially what startups are) is unwarranted. Don't get me wrong, but there is literally no correlation here.
You seem like a genuinely nice guy so I just dropped in my 2 cents, and yes, you should reach out to Slack. Best of luck, mate!
Great feedback, but I don't own it, I just found it on google. Also, charging a one time fee to join is actually really common for Slack communities (ie hashtagstartup.co). It keeps out people that aren't serious or want to spam.
Ah, good to know.
This was actually a really fascinating article. It was cool to read what it's like when you finally hit it big. I have a lot of respect for your negotiating as well. It's hard enough keeping that up during the interview process for a job, I can't image doing it for six months, for that much cash.
Congrats on your success man.
Congrats on your success man.
This was an excellent read giving a great insider look at an acquisition from the seller side
@Trevor,
Curious to know how did you get hold of the content for the Bible App. Did you purchase it or compiled it on your own ?
The first comment on his blog post actually asks that.
Q: Yen Tan > I’m very curious – isn’t there copyright on the bible/ translated bible? How did you deal with that?
A: Trevor > Great question. The first first I used was in the public domain. I also sold other versions later as in-app purchases, but I licensed those from their respective copyright holders (i.e. Biblica and The American Bible Society)
Q: Yen Tan > I’m very curious – isn’t there copyright on the bible/ translated bible? How did you deal with that?
A: Trevor > Great question. The first first I used was in the public domain. I also sold other versions later as in-app purchases, but I licensed those from their respective copyright holders (i.e. Biblica and The American Bible Society)
> A few more emails/phone calls laters (this became a theme) they finally made their first offer. It was around 3.5x revenue.
Is this the standard opener now? Also, is that 3.5 annual or monthly revenue? For centuries I believe that 20x annual revenue has been a rule of thumb for properties, companies &c.
Is this the standard opener now? Also, is that 3.5 annual or monthly revenue? For centuries I believe that 20x annual revenue has been a rule of thumb for properties, companies &c.
I think online properties are generally worth less because they take less time to cultivate and build. Also while their earning potential might be solid over the short term, over the long term it's not so easy to gauge.
His Bible app is obviously different than most such properties, which is why he was able to bump up the offer. But still, if the app landscape changes, that can make their purchase worthless overnight. So you have to price that into the offer.
His Bible app is obviously different than most such properties, which is why he was able to bump up the offer. But still, if the app landscape changes, that can make their purchase worthless overnight. So you have to price that into the offer.
Some online properties are valued at 17-20x monthly revenue. This guy did fine!
I wonder where did he got the Bible text from though? Was it a public domain translation?
Trevor answers a question on this in the blog.
He says that the first one he sold was PD but he also sells others as in-app purchases that are licensed.
He says that the first one he sold was PD but he also sells others as in-app purchases that are licensed.
There are quite a few versions of the bible in the public domain - http://christianity.stackexchange.com/questions/16377/what-m...
You can get it free here:
http://www.gutenberg.org/ebooks/10
There is an aspect to be considered about making money on this topic.
There is an aspect to be considered about making money on this topic.
can anyone give advice on what a reasonable indemnification clause would be? (reasonable for both parties)
I'm surprised this isn't more discussed in the comments. It's a major element to consider when you're selling your business. He correctly identified it after all, as a potential deal breaker.
You're selling something, so in an acquisition you will have to represent and warranty what you actually own and you're selling. This sounds simple on its face, but technology isn't nearly so well-defined and legally sorted as, for example real estate.
In software, even if you are 100% certain you can transfer all of the code and there are no potential content copyright issues or latent prior agreements by yourself or other sellers, current/former employees who think they own something, etc, you still have at a minimum, a hard-to-quantify "Sword of Damocles" in the form of thousands of potential patent claims hanging over you, trolls or not, it doesn't matter in a sale. As in business itself, the bigger the money involved, the more visible you become to potential claims.
A publicly-traded buyer is likely to be less flexible on terms, but in any case you as a seller have also to consider that in a sale, you're most likely going to be forced to shift liability from your corporation to yourself personally. If you're prudent, as this seller was, you realize this creates a time period increased personal risk, despite your increased assets. Keeping this period as short as possible and limiting its scope and magnitude is your objective.
A few limitations I can vouch for making it past public company scrutinity are 1. any dispute costing less than $X are not your responsibility. 2. a maximum liability limitation equal to the purchase price in cash / shares (in case share prices drops) 3. a time limit of two years or less. 4. escrow of a portion of the purchase consideration (shares and/or cash) as a warranty cap for the duration of the warranty, perhaps with release/reduction over time. The tax treatment of this arrangement would have to be considered carefully.
Finally, it's worth noting that insurance for an acquisition deal may be available from big name insurers, likely for some low single-digit percentage of the deal value. However, their legal department will undoubtedly be more sophisticated in this area than your counsel, so at its worst insurance gives you little more than a contract with an insurance company over which to sue, likely at great cost.
Overall, as lawyers always say, "it depends." Unless the deal and/or your resources are immense, likely it is a problem with no risk-free solution. If you're young and have nothing to lose, risk is an easier choice. For everyone else, all you can do is optimize based on present knowledge.
You're selling something, so in an acquisition you will have to represent and warranty what you actually own and you're selling. This sounds simple on its face, but technology isn't nearly so well-defined and legally sorted as, for example real estate.
In software, even if you are 100% certain you can transfer all of the code and there are no potential content copyright issues or latent prior agreements by yourself or other sellers, current/former employees who think they own something, etc, you still have at a minimum, a hard-to-quantify "Sword of Damocles" in the form of thousands of potential patent claims hanging over you, trolls or not, it doesn't matter in a sale. As in business itself, the bigger the money involved, the more visible you become to potential claims.
A publicly-traded buyer is likely to be less flexible on terms, but in any case you as a seller have also to consider that in a sale, you're most likely going to be forced to shift liability from your corporation to yourself personally. If you're prudent, as this seller was, you realize this creates a time period increased personal risk, despite your increased assets. Keeping this period as short as possible and limiting its scope and magnitude is your objective.
A few limitations I can vouch for making it past public company scrutinity are 1. any dispute costing less than $X are not your responsibility. 2. a maximum liability limitation equal to the purchase price in cash / shares (in case share prices drops) 3. a time limit of two years or less. 4. escrow of a portion of the purchase consideration (shares and/or cash) as a warranty cap for the duration of the warranty, perhaps with release/reduction over time. The tax treatment of this arrangement would have to be considered carefully.
Finally, it's worth noting that insurance for an acquisition deal may be available from big name insurers, likely for some low single-digit percentage of the deal value. However, their legal department will undoubtedly be more sophisticated in this area than your counsel, so at its worst insurance gives you little more than a contract with an insurance company over which to sue, likely at great cost.
Overall, as lawyers always say, "it depends." Unless the deal and/or your resources are immense, likely it is a problem with no risk-free solution. If you're young and have nothing to lose, risk is an easier choice. For everyone else, all you can do is optimize based on present knowledge.
So assuming you get a short time limit of <2yrs, would it be smart to stick it in a low risk account somewhere and not touch it until that term is up? Or was that the intent of the escrow?
I'll suggest that the escrow route is an alternative to agreeing to indemnification in a simpler form; I can't imagine a situation where having both would be of benefit to the seller at least.
I think ideally escrow would nicely encapsulate risk for a seller and ramp it down over time. When applied to cash it could create tax issues if a payment is recognized as income in one tax year and only becomes available in a subsequent year. For shares received by exchange for existing shares structured as a merger, this is likely solvable. If a selling party holds only stock options though and is issued shares on closing, again, my initial guess would be that would be deemed a "taxable event." Another aspect of escrow is that it eventually requires sign-off from the buyer to release it to you, effectively giving them control of your proceeds that they might attempt to exercise outside of the original intent of the escrow.
So, as for handling your windfall during the indemnification period, yes, purely the simplest approach would be to hold the proceeds in the most risk-free way until your indemnification period ends.
This is however, again complicated at least by tax implications if you need some of the money to pay taxes due on cash received in the closing.
Furthermore, there is a strong argument for using some cash to hedge against a decline in the value of shares received (if any), simplistically illustrated by purchasing put options on the acquiring company's stock, since you're forced to hold it throughout some inevitable lockup period. Put options on a reasonably closely-correlated financial instrument might also be viable if the acquiring company isn't so large as to have an active options market, since public stock prices seem to move broadly, barring any company-specific failures.
To put some entirely fictional numbers to the hedging argument, imagine you're obligated to sit on $10M worth of public stock for two years and you could spend $250K cash today to gain a significant level of protection against a drop in the share price. After your two-year wait, you either have $10M or more in stock if the price held or rose ($250K is gone but you spent it on insurance of a sort) or perhaps the stock dropped 80% and you now have $2M in stock but another $4M made back from the put options you bought, so while $6M pre-tax isn't $10M, it's a lot more than $2M.
I think ideally escrow would nicely encapsulate risk for a seller and ramp it down over time. When applied to cash it could create tax issues if a payment is recognized as income in one tax year and only becomes available in a subsequent year. For shares received by exchange for existing shares structured as a merger, this is likely solvable. If a selling party holds only stock options though and is issued shares on closing, again, my initial guess would be that would be deemed a "taxable event." Another aspect of escrow is that it eventually requires sign-off from the buyer to release it to you, effectively giving them control of your proceeds that they might attempt to exercise outside of the original intent of the escrow.
So, as for handling your windfall during the indemnification period, yes, purely the simplest approach would be to hold the proceeds in the most risk-free way until your indemnification period ends.
This is however, again complicated at least by tax implications if you need some of the money to pay taxes due on cash received in the closing.
Furthermore, there is a strong argument for using some cash to hedge against a decline in the value of shares received (if any), simplistically illustrated by purchasing put options on the acquiring company's stock, since you're forced to hold it throughout some inevitable lockup period. Put options on a reasonably closely-correlated financial instrument might also be viable if the acquiring company isn't so large as to have an active options market, since public stock prices seem to move broadly, barring any company-specific failures.
To put some entirely fictional numbers to the hedging argument, imagine you're obligated to sit on $10M worth of public stock for two years and you could spend $250K cash today to gain a significant level of protection against a drop in the share price. After your two-year wait, you either have $10M or more in stock if the price held or rose ($250K is gone but you spent it on insurance of a sort) or perhaps the stock dropped 80% and you now have $2M in stock but another $4M made back from the put options you bought, so while $6M pre-tax isn't $10M, it's a lot more than $2M.
Congrats!!!
I got a small app and some ideas, stories like this make me want to pursue this fultime.
Thanks for writing this! Really good article.
1 hour of work per month, $100k per year, each hour of his time was worth nearly $10k. Cool story but I never would have sold. This is the ultimate side business.
$100K revenue != $100K profit.
It's crazy, he was dying to sell his first company. Vanity makes us do crazy things.
He has 0 risk once his check for $500K clears. Every month he keeps the app there is a risk that something goes wrong; and that 1 hour a month probably doesn't include time that is spent thinking about those things going wrong. Getting the money all at once reduces his ongoing cognitive load.
Well, except for the stuff he indemnified them against.
He return he got was excellent. Definitely the right move to sell.
This was a great read. Congratulations!
> 8. If there is any content in the app who wrote it?
Err... God?
Err... God?
God wrote it with His Spirit in the hearts of the believers and they provided a translation in to [mainly] Hebrew and Greek, those that have translated those translations then created new copyright works (NASB, NIV, NKJV, ESV, Vulgate, etc., etc.). I think it's these later translators the question is concerned with.
For example News International owns Zondervan who own the NIV copyright; I wish that those who got together to write the NIV (one of the most popular English language translations) would have used a CC license.
For example News International owns Zondervan who own the NIV copyright; I wish that those who got together to write the NIV (one of the most popular English language translations) would have used a CC license.
LaBiblia(7)
Very interesting!! thanks for sharing
Another app idea for making money off Christians: the Rapture Alert, which would set off an alarm if a configurable proportion of its users suddenly vanish.
$100,000 a year doing basically nothing, and you sold it for basically nothing. They made the deal of the year, and you lost out big time. I applaud this guy for creating something popular, and monetizing it well. But that is up there with one of the worst self offs I've ever read. With only $500,000 now you're on the five year crunch to get a new product built or find a new job.
There's no guarantee that app would continue doing $100k a year - competitors pop up, platforms change, economy collapses, you name it.
I think he did alright.
I think he did alright.
So rather than a chance that something may happen, you've guaranteed nothing will. The app could have just as well doubled its revenue. Selling out such an absolutely minimal work involved app is not worth the chance that the "economy collapses". Spend all that free time setting up apps on all platforms. You don't get anywhere without taking chances.
$500k is nothing to sneeze at. Some folks get too wrapped up in how important they THINK their business (or stock options, or whatever) should be worth or might be worth.
Rather than valuing them at what they're ACTUALLY worth.
Rather than valuing them at what they're ACTUALLY worth.
He has actually guaranteed that he will make $500,000. If that's nothing to you, then you're doing really well, congrats.
It's not a risk that the economy collapses, it's a risk that his app isn't the #1 search result for Spanish language bible in the App Store. Given the nature of App Stores, he's one Apple search algorithm change away from making $0/month. Someone else could launch a free app that provides the same content and features and make his paid app irrelevant. Five years worth of revenue is a lot compared to that risk.
He also launched an Android version and it didn't blow up like the iOS version.
He also launched an Android version and it didn't blow up like the iOS version.
IkmoIkmo got this spot on in his/her comment.
Biggest two mistakes people are making in this thread:
1. $100k was revenue, not profit.
2. I get capital gains rates on the sale, versus ordinary income rates.
(If you didn't know about #2 you should probably sign up for my accounting and tax course for freelancers and entrepreneurs: http://trevormckendrick.com/accounting-course-for-entreprene...)