Selling a Line of Business

It’s been a couple of years since Return Path decided to focus on our deliverability business by divesting and spinning out our other legacy businesses. That link tells some of the story, and the rest is that subsequently, Authentic Response divested part of the Postmaster Direct business to Q Interactive.  Those three transactions, plus a number of experiences over the years on the buy side of similar transactions (Bonded Sender, Habeas, NetCreations), plus my learnings from talking to a number of other CEOs who have done similar things over the years, form the basis of this post.  The Authentic Response spin-out was also partially chronicled by Inc. Magazine in this article earlier this year.

It’s an important topic — as entrepreneurs build businesses, they frequently end up creating new revenue opportunities and go off on productive tangents.  Those new lines of business might or might not take off; but sometimes they can take off and still, down the road, end up being non-core to the overall mission of the company and therefore candidates for divestiture.  Even if they are good businesses, the overall enterprise might benefit from the focus or cash provided by a sale.  Look at the example of Occipital building the Red Laser app, then selling it to eBay to finance the rest of their business.

Here are some of the signs of a successful divestiture:

• Business is truly non-core or relies on starkly different competencies for success (e.g., one is B2B, the other is B2C)
• Business is growing rapidly and requires assistance to scale properly (either technology, or sales)
• Business has its own culture and operations and “a life of its own”

Conversely, here are some of the reasons why a divestitures of a business unit might stall or fail:

• Lack of a very compelling story as to why you’re selling the business unit
• Stand-alone financials of the unit are too hard for the buyer to determine with confidence
• Operations of the unit too tethered to the mothership
• There is some problem with the leadership of the unit (there is no stand-alone leader, the leader isn’t involved in the divestiture, the leader isn’t squarely behind the divestiture)
• Business performance weakens during the process

I have a couple points of advice to entrepreneurs in this situation.  The first is to clarify for yourself up front:  are you selling a true line of business, or are you selling assets?  If you are selling assets, you need to clearly define what they are, and what they aren’t, and you need to make sure all legal details (contracts, IP, etc.) are buttoned up before the process starts.

If you are selling a true line of business, beware that buyers will not be interested in doing any hard work, or if they feel like they have to do hard work, the price they pay for the business will reflect that in the form of a steep, steep discount.  The financials must be understandable and credible on a stand-alone basis.  The business must be completely separated from the core already.  The business must have its own management team, completely aligned with the decision to sell.

You also have to be extremely cognizant of the human aspects of what you’re doing.  Every culture is different, and I’m not advocating one style over another, but selling or spinning out a business is very different than selling a company.  There’s going to be a big difference in reactions, perceptions, hopes, and fears between the people in the core who are staying, and the people in the business unit that’s going.  Having a heightened awareness of those differences and factoring them into your communications plan is critical to success, as a poorly managed effort can end up harming both sides.

In terms of valuation expectations, don’t expect to get any credit for synergies.  You have to present them and sell them, and they may make the different between getting a deal done and not, but they will most likely not impact the price you get for the divestiture.

Finally, remember that buyers understand your psychology as well.  They know you’re selling the business for a reason (you need to raise cash, you’re concerned about its future performance, it’s become a distraction or has the potential to suck scarce resources out of your core, etc.).  They will completely understand the costs you carry, whether financial, opportunity, or mental, in continuing to own the business.  And they will factor that into the price they’re willing to offer.  Of course, as with all deals, the best thing you can do to maximize price is have multiple interested parties bidding on the deal!

Book Short:  A Twofer

My friend Andrew Winston, who is one of the nation’s gurus in corporate sustainability, just published his second book, this one from Harvard Business Press — Green Recovery:  Get Lean, Get Smart, and Emerge from the Downturn on Top.  It builds on the cases and successes he had with his first book, Green to Gold (post, link to book), which came out a couple years ago and has become the standard for how businesses embrace sustainability and use it to their financial and strategic competitive advantage rather than thinking of it as a burden or a cost center.

Green Recovery is a shorter read (my kind of business book), and it hits a few key themes:

• Going green not only shouldn’t wait for better economic times, it’s a key way out of this mess

• Businesses have relied on layoffs to cut costs for far too long — it’s time to get lean on stuff, not people
• This is about survival for many businesses:  Detroit died because it missed the green wave of environmental interest and rising energy prices
• And the overarching theme…Green doesn’t raise costs, it lowers them – it’s a source of profit and innovation
  

The book reminds me a lot of my post Living With Less, For Good, which I wrote at the beginning of the financial market freefall last fall, talking about how we as a company were figuring out how to cut back without cutting people (something we’ve managed to do).  Although I wasn’t talking about green initiatives specifically, the point of getting leaner on “stuff” really resonates with me.

At the end of the day, Andrew proves that steering your company to go green — no matter what industry you’re in — is a twofer:  you can increase the strength of the business and simultaneously do your part to clean up the environment.  That’s definitely the “change we can believe in” mentality applied quite pragmatically!

Book Short:  Underdog Victorious

The Underdog Advantage, by David Morey and Scott Miller, was a worthwhile read, though not a great book.  It was a little shallow, and although I enjoyed its case studies (who doesn’t love hearing about Ben & Jerry’s, Southwest, JetBlue, Starbucks?), I didn’t feel like the authors did enough to tie the details of the success of the case study companies back to the points they made in the book.

That said, the book had some great reminders in it for companies of all sizes and stages.  The main point was that successful companies always think of themselves as the underdog, the insurgent, and never get complacent.  They run themselves like a political campaign, needing to win an election every single day.  A lot of the tactics suggested are timeless and good to remember…things like never declare victory, always play offense, always respond to attacks, remember to communicate from the inside out, and remember to sell employees on a mision and purpose in order to make them your main ambassadors.  The laundry list of tactics is the book’s greatest strength.

Boards That Lead, by Ram Charan, Dennis Carey, and Michael Useem, was recommended to me by a CEO Coach in the Bolster network, Tim Porthouse, who said he’s been referring it to his clients alongside Startup Boards. I don’t exactly belong in the company of Ram Charan (Brad and Mahendra probably do!), so I was excited to read it. While it’s definitely the “big company” version to Startup Boards, there are some good lessons for startup CEOs and founder to take away from it.

The best part about the book as it relates to ALL boards is the framework of Partner, Take Charge, Stay out of the Way, and Monitor. You can probably lump all potential board activities into these four buckets. If you look at it that way…these are pretty logical:

• Monitor – what you’d expect any board to do
• Stay out of the Way – basic execution/operations
• Partner – strategy, goals, risk, budget, leadership talent development
• Take Charge – CEO hiring/firing, Exec compensation, Ethics, and Board Governance itself.

There was an interesting nugget in the book as well called the Central Idea that I hadn’t seen articulated quite this way before. It’s basically a statement of what the business is and how it’s going to win. It’s about a page long, 8-10 bullet points, and it includes things like mission, strategy, key goals, and key operating pillars that underlie the goals. It basically wraps up all of Lencioni’s key questions in one page with a little more meat on the bones. I like it and may adopt it. The authors put the creation of the Central Idea into the Take Charge bucket, but I’d put it squarely in the Partner bucket.

Other than that, the book is what you’d expect and does have a lot of overlap with the world of startups. Its criteria for director selection are very similar to what we use at Bolster, as is its director evaluation framework. The book has a ton of handy checklists as well, some of which are more applicable than others to startups, for example Dealing with Nonperforming Directors and Spotting a Failing CEO.

All in, a good read if you’re a student of Boards.

Book Short:  Reality Doesn’t have to Bite

I just read Confronting Reality (book; audio), the sequel to Execution, by Larry Bossidy and Ram Charan.  Except I didn’t read it, I listened to it on Mariquita’s iPod Shuffle over the course of two or three long runs in the past week.  The book was good enough, but I also learned two valuable lessons.  Lesson 1:  Listening to audio books when running is difficult – it’s hard to focus enough, easy to lose one’s place, can’t refer back to anything or take notes.  Lesson 2:  If you sweat enough on your spouse’s Shuffle, you can end up owning a Shuffle of your own.

Anyway, I was able to focus on the book enough to know that it’s a good one.  It’s chock full of case studies from the last few years, including some “new economy” ones instead of just the industrial types covered in books like Built to Last and Good to Great.  Cisco, Sun, EMC, and Thomson are all among those covered.  The basic message is that you really have to dig into external market realities when crafting a strategic plan or business model and make sure they’re in alignment with your financial targets as well as people and processes.  But the devil’s in the details, and the case studies here are great.

Book Short:  Virtuous Cycle

Danny Meyer’s Setting the Table: The Transforming Power of Hospitality in Business is a fun read if you’re a New Yorker who eats out a lot; a good read for entrepreneurs around scaling leadership skills as the business grows; and a great read for anyone who runs a serious customer service-oriented organization.  I’ve eaten at all of his restaurants multiple times over the years except for the new ones at MOMA (perhaps a few too many times at the Shake Shack), and while I like some more than others (perhaps the Shake Shack a bit too much), they all do have great hospitality as a common theme.

While there are a lot of good lessons in the book, Meyer talks about something he calls the Virtuous Cycle of Enlightened Hospitality that matches the general hierarchy of constituents or stakeholders in a business that I refer to at Return Path:   employees, customers, community, suppliers, investors.  His general point is that if you have happy employees, they make for happy customers, and returns for investors will follow.  While the specifics may or not be true of all businesses, I bet the first and last item are — especially for service-oriented businesses in any industry.  I wish we had a better handle on the Community aspect at Return Path, but we at least do an OK job at it, especially given the geographic diversity within the company.

(Note this was one of Fred’s favorite parts of the book as well from his review — nice to see a professional investor in agreement!)

Book Short:  Calm in a Crisis, Explained

Deep Survival: Who Lives, Who Dies, and Why, by Laurence Gonzales, is not a business book.  Even though the author says a few times “this can be applied to business, too,” the application is left 100% up to the reader.  But that’s my only criticism of the book, and it’s not a big one at that.  Deep Survival is an unexpected and somewhat odd way to think about how to lead an organization, but it’s very powerful, and incredibly well written.

The author essentially has made a career, or at least a hobby, of studying major accidents and delineating the qualities that separate those who survive from those who don’t. Most of his examples are from extreme sports — sailing across the Atlantic solo, doing highly technical rock and glacier climbs, and the like.  Certainly one easy takeaway from the book is that perhaps one can have a lot of fun and be challenged in life without putting oneself at risk in those ways!

But that’s not the author’s point.  And it’s not even that preparedness makes the difference, as you might expect (in fact, sometimes that hurts).  His point is that the correct combination of rational and emotional impulses makes the difference.  His specific 12 points are:

• Look, see, believe (keep those cognitive functions working)
• Stay calm, use humor and fear to focus
• Think/analyze/plan, get organized with manageable tasks
• Take correct, decisive action
• Celebrate successes
• Count your blessings
• Play…or do other things to occupy your mind’s idle moments
• See the beauty around you
• Believe that you will succeed
• Surrender – don’t let the fear of failure stand in your way
• Do whatever is necessary
• Never give up

But reading those points doesn’t really substitute for reading the book, especially since some seem contradictory!  Thanks to my friend Greg Sands for this great read.

Book Short:  Innovation and Discipline

The Puritan Gift, by Kenneth and William Hopper, is a bit of a mixed bag.  The authors have a wonderful point to make — that American businesses have thrived over the centuries due to a mix of innovation and discipline that descended from the country’s Puritan roots, and that when they lose their way, it’s because they diverge from those roots.  The book is also an interesting, if somewhat cursory, history of American industry.  And it playfully debunks some great myths of corporate American life over the last 50 years.  But the book has a few too many moments where assertions aren’t supported by data — where its theories overreach into explanations of other aspects of American life that may or may not be appropriate.

That said, it is a good read.  The main point is that there are five driving principles behind American business success over the years, the first four coming from the Puritans and the fifth from the French:

– the melding of the workplace with the search for a higher purpose in life
– an aptitude for the application of mechanical skills
– the subordination of the individual to the group
– the ability to assemble and galvanize forces to a single purpose on a massive scale
– a keen interest in and passion for technology

These things ring true as driving forces of successful businesses today.  The distillation (or abstraction) of these forces, though, is the most powerful lesson from the book as far as I’m concerned, which is that businesses, and organizations in general, succeed the most when they are led by people who really understand the substance of the business and not by professional managers or financial engineers, and when they practice integrated decision-making, which is to say that the same people make decisions, plan for execution, execute, and follow up.  You don’t have to look too far to see a lot of examples of how the absence of domain expertise and integrated decision-making has led to spectacular failures, from Enron to Wall Street’s meltdown to the Iraq War.

The Puritan Gift ends on a hopeful note about restoring America’s leadership in global industry by returning to our Puritan roots.  It’s way too early to assess whether or not this hypothesis will turn out to be correct, but the examples the authors give in the concluding chapter are certainly good food for thought for anyone who runs a business.  Thanks to my friend Marc Maltz of Triad Consulting for the book.

Reboot – The Fountainhead

Happy New Year!  Every few years or so, especially after a challenging stretch at work, I’ve needed to reboot myself.  This is one of those times, and I will try to write a handful of blog posts on different aspects of that.

The first one is about a great book.  I just read Ayn Rand’s The Fountainhead for (I think) the 5^th time.  It’s far and away my favorite book and has been extremely influential on my life.  I think of it (and any of my favorite books) as an old friend that I can turn to in order to help center myself when needed as an entrepreneur and as a human.  The last time I read it was over 10 years ago, which is too long to go without seeing one of your oldest friends, isn’t it?  While the characters in the book by definition are somewhat extreme, the book’s guiding principles are great.  I’ve always enjoyed this book far more than Atlas Shrugged, Rand’s more popular novel, which I think is too heavy-handed, and her much shorter works, Anthem and We The Living, which are both good but clearly not as evolved in her thinking.

As an entrepreneur, how does The Fountainhead influence me?  Here are a few examples.

• When I think about The Fountainhead, the first phrase that pops into my head is “the courage of your convictions.”  Well, there’s no such thing as being a successful entrepreneur without having the courage of your convictions.  If entrepreneurs took “no” for an answer the first 25 times they heard it, there would be no Apple, no Facebook, no Google, but there’d also be no Ford, no GE, and no AT&T
• One great line from the book is that “the essence of man is his creative capacity.”  Our whole culture at Return Path, and one that I’m intensely proud of, is founded on trust and transparency.  We believe that if we trust employees with their time and resources, and they know everything going on in the company, that they will unleash their immense creative capacity on the problems to be solved for the business and for customers
• Another central point of influence for me from the book is that while learning from others is important, conventional wisdom only gets you far in entrepreneurship.  A poignant moment in the book is when the main character, Howard Roark, responds to a question from another character along the lines of “What do you think of me?”  The response is “I don’t think of you.”  Leading a values-driven life, and running a values-driven existence, where the objective isn’t to pander to the opinion of others but to fill my life (and hopefully the company’s life) with things that make me/us happy and successful is more important to me than simply following conventional wisdom at every turn.  Simply put, we like to do our work, our way, noting that there are many basics where reinventing the wheel is just dumb
• Related, the book talks about the struggle between first-handers and second-handers.  “First-handers use their own minds.  They do not copy or obey, although they do learn from others.”  All innovators, inventors, and discoverers of new knowledge are first-handers.  Roark’s speech at the Cortland Homes trial is a pivotal moment in the book, when he says, “Throughout the centuries, there were men who took first steps down new roads armed with nothing but their own vision.  The great creators — the thinkers, the artists, the scientists, the inventors — stood alone against the men of their time.  Every great new thought was opposed.”  In other words, first-handers, critical thinkers, are responsible for human progress.  Second-handers abdicate the responsibility of independent judgment, allowing the thinking of others to dominate their lives.  They are not thinkers, they are not focused on reality, they cannot and do not build
• The “virtue of selfishness” is probably the essence of Rand’s philosophy.  And it sounds horrible.  Who likes to be around selfish people?  The definition of selfish is key, though.  It doesn’t inherently mean that one is self-centered or lacks empathy for others.  It just means one stays true to one’s values and purpose and potentially that one’s actions start with oneself.  I’d argue that selfishness on its own has nothing to do with whether someone is a good person or a good friend.  For example, most of us like to receive gifts.  But people give gifts for many different reasons – some people like to give gifts because they like to curry favor with others, other people like to give gifts because it makes them feel good.  That’s inherently selfish.  But it’s not a bad thing at all
• Finally, I’d say another area where The Fountainhead inspires me as a CEO is in making me want to be closer to the action.  Howard Roark isn’t an ivory tower designer of an architect.  He’s an architect who wants to create structures that suit their purpose, their location, and their materials.  He only achieves that purpose by having as much primary data on all three of those things as possible.  He has skills in many of the basic construction trades that are involved in the realization of his designs – that makes him a better designer.  Similarly, the more time I spend on the front lines of our business and closer to customers, the better job I can do steering the ship

One area where I struggle a little bit to reconcile the brilliance of The Fountainhead with the practice of running a company is around collaboration.  It’s one thing to talk about artistic design being the product of one man’s creativity, and that such creativity can’t come from collaboration or compromise.  It’s another thing to talk about that in the context of work that inherently requires many people working on the same thing at the same time in a generalized way.  Someday, I hope to really understand how to apply this point not to entrepreneurship, but to the collaborative work of a larger organization.  I know firsthand and have also read that many, many entrepreneurs have cited Ayn Rand as a major influence on them over the years, so I’m happy to have other entrepreneurs comment here and let me know how they think about this particular point.

It feels a little shallow to try to apply a brilliant 700 page book to my life’s work in 1,000 words.  But if I have to pick one small point to illustrate the connection at the end, it’s this.  I realize I haven’t blogged much of late, and part of my current reboot is that I want to start back on a steady diet of blogging weekly.  Why?  I get a lot out of writing blog posts, and I do them much more for myself than for those who reads them.  That’s a small example of the virtue of selfishness at work.

Book Short:  Culture is King

Tony Hsieh’s story, Delivering Happiness (book, Kindle), is more than just the story of his life or the story of Zappos. It’s a great window into the soul of a very successful company and one that in many ways has become a model for great culture and a great customer service model.  It’s a relatively quick and breezy read, and it contains a handful of legendary anecdotes from Zappos’ history to demonstrate those two things — culture and customer service — in action.

As Hsieh himself says in the book, you can’t copy this stuff and believe it will work in your company’s environment as it does in Zappos’.  You have to come up with these things on your own, or better yet, you have to create an environment where the company develops its own culture and operating system along the broad lines you lay out.  I think Return Path has many similarities with Zappos in how we seek out WOW experiences and in our Core Values, as well as the evolutionary path we took to get to those places.  But as much as I enjoyed reading about a like-minded company, I also recognized the specific things that were different and had a good visceral understanding as to WHY the differences exist.

It is the rare company that gets to $1 billion in revenue ever – let alone within a decade.  For that reason alone, this is a worthwhile read.  But if you are a student of organizational culture and believe in the power of values-driven organizations, this is good affirmation and full of good examples.  And if you’re a doubter of the power of those things, this might just convince you to think twice about that!

Book Short:  the Garage Workbench of the Future

Makers:  The New Industrial Revolution, by Wired Magazine’s Chris Anderson, author of The Long Tail (review, buy) and Free (review, buy) is just as mind expanding as his prior two books were at the time they were published. I had the pleasure of talking with Chris for a few minutes after he finished his keynote address at DMA2012 in Las Vegas this week, and I was inspired to read the book, which I did on the flight home.

 The short of it is that Anderson paints a very vivid picture of the future world where the Long Tail not only applies to digital goods but to physical goods as well. The seeds of this future world are well planted already in 3D printing, which I have been increasingly hearing about and will most likely be experimenting with come the holiday season (family – please take note!).

As someone who, like Anderson, tinkered with various forms of building as a kid in Shop at school and in the garage with my dad, it’s fascinating to think about a world where you can dream a physical product up, or download a design of it, or 3D scan it and modify it, and press a “make” button like you press a “print” button today on your computer, and have the product show up in your living room within minutes for almost nothing. This will change the world when the technology matures and gets cheaper and more ubiquitous. And this book is the blueprint for that change.

While we may look back on this book in 5 or 10 years, and say “DUH,” which is what many people would say now about The Long Tail or Free, for right now, this gets a WOW.