This is the point that most, if not all, technology entrepreneurs aspire to reach. They dream of selling their company and laying on a beach somewhere, a colorful drink with the requisite umbrella, cooling in their hand.

There are a few of you out there that would never sell your company (it’s your identity, after all), preferring to work forever lest you slow down and quickly deteriorate. But that’s another story; we’ll save your psychoanalysis for another day…

Some of you that want to sell your company have the most grandiose plan of all in mind: An initial public offering (IPO) through a brand name investment banker, bringing not only unimaginable riches, but fame along with that fortune. But that rarely happens–we’ll also table that discussion for another column…

So let’s get back to the great majority of you out there, who set out to some day cash in all of your hard work, by selling your company directly to another company. How do you know when the time is right?

WHAT MAKES PEOPLE WANT TO SELL

There are many triggers that set off serious reflection about whether or not to pursue a sale of a software or tech company. Let’s examine a few of the more common:

1) A potential acquirer approaches the company with an offer
2) A strategic partnership grows closer, and it seems to make sense to grow closer still
3) Business is bad, and the principals begin to worry about losing everything
4) Negative cash flow is starving the business, forcing a sale to ward off bankruptcy
5) The owners need cash for another reason; be it investing in another business, or personal reasons
6) The owner/operators are burnt out, and no longer enjoy the business
7) Business has been robust, and the owners astutely consider whether now is the time to maximize their return, and minimize their risk by selling now
It becomes clear that there is a viable business, but is better suited/more valuable within a larger company
9) It’s time for the owners to retire (it seems that very few high tech entrepreneurs make it that far!)

These are the most common reasons that come to mind–it is certainly not a complete list. Although we are talking about companies, the decision to sell ultimately comes down to a personal decision by one or a few individuals. So the reasons that these decisions happen are as varied as the population overall.

Given this list of common rationale for considering a sale, what are the RIGHT and WRONG reasons to consider a sale–if you want to maximize your return within your particular circumstances?

WRONG REASONS TO SELL

On an impulse–you’ve been running your business, not even think about selling your company. An offer comes along, and you get caught up in it–without having planned for it. Or things have been going poorly, and you are at an emotional low. Acting in these circumstances is similar to married, divorced or starting a new business–don’t do it without thinking it through, or planning it properly.
Fear–don’t sell just because you are scared; that’s probably the best way to leave money on the table. There are ups and downs to every technology business. In my experience, things usually aren’t as bad as they look at a specific “down” point in time–or as good as it looks at an “up” time. It’s important to look at the prospects of a business over a period of time, considering both how things have gone and the forward-looking forecast.
Sales are in decline–this is the worst time to sell. If you do this, all leverage goes to the buyer. Of course, panic sets in, as you see your valuation melting away, and human instinct is to “get what you can” before it degrades further. But first consider the situation–is it reasonable that you can turn it around and reignite growth? Is the decline all specific to your business, or is it a cyclical market, or a bad economy overall–which might turn around in some reasonable time period? Sometimes selling under these circumstances is the right thing to do, and is unavoidable. But with proper planning, you may be able to sell your company BEFORE this happens, or turn it around first.

RIGHT REASONS TO SELL

You believe you’ve reached the peak of valuation–this seems obvious, but it is difficult to do. Finding the right time to sell is tricky; you don’t want to exit too early and leave money on the table. So the inclination, given that tech businesses are value as a multiple of revenue or EEBITDA, is to hold on until growth stalls. But if you wait until you built up your sales so much that little “natural” growth” is left in your product/market cycle, the business may not look as attractive going forward, for potential buyers. Most strategic buyers, at least, would like to see growth prospects in a potential acquisition. So it might be best to “leave a little growth on the table”; it might lead to a higher multiple from the buyer.
You haven’t been enjoying running the business for a very long time–I believe strongly this is a time to get out. If you have someone else whom you feel comfortable leaving in charge, that’s fine. But otherwise, either you’ll run it in to the ground from burnout, or you’ll walk away and let someone else destroy it, because you just don’t care anymore. Passion is important in our business; when it’s gone, it’s usually a good time to sell.
A fundamental shift in the market or your business–This could mean many things: you have lost a number of key people, the economics of your market changes, or a major investment will be required to keep the company on a growth path. The specifics here could be quite varied; the common thread is that with the change in fundamentals, there are real clouds on the horizon. This lead you to a thoughtful belief that continuing to operate the business as a standalone entity isn’t optimal.

SUMMARY

An exit, or sale of your company, is a very important “life changing event” for the owners, founders and managers of a software or hardware company. I’ve seen sales come together very quickly, and completely unplanned. I view unplanned company sales as the business equivalent to a quicky divorce that comes out of an emotional event, without careful consideration, or an objective study of the alternatives and consequences. It is a once in a lifetime event for many, and should be given the careful consideration that those types of events deserve. That’s my view–post a comment with your own Exit tales or opinions.

Phil Morettini
PJM Consulting
http://www.pjmconsult.com/

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