9 - 8 1 7 - 06 6

REV: DECEMBER 8, 2016

SHIKHAR GHOSH

CHRISTOPHER PAYTON

Anthology: Pivoting the Business Model

Sitting in his home office on a summer evening in July 2014, Tom Leung (HBS 2003) could hear the
laughter of his family as his two boys, Ryan and Brandon, chased their mother, Wendy, around the
kitchen in the small townhome they purchased in 2008 expecting to only live there for a “few” years.
It had been over two years since Leung had left his job at Marchex, a mobile advertising technology
platform, and turned down a management opportunity at Google to pursue his own dream of
entrepreneurship. His family had been instrumental in supporting his move from salaried employee
to scrappy startup CEO; he had spent through his cash reserves set aside before he began his founder
journey and was approaching the end of his home equity line of credit. With bills piling up, family
vacations deferred, and private school tuition commitments for his sons, Leung badly wanted to make
their sacrifices pay off.

After three rounds of financing, eight different product prototypes, and countless user acquisition
experiments, Leung had decided to try to sell his company, Yabbly, to return some capital to his
investors and to find a home for his team. He had spent months searching for an acquirer and had
finally received a term sheet from a heavily funded startup in Seattle. However, his team’s latest
product launch, an anonymous talent marketplace where employees can search for jobs without the
worry of being discovered by their own employer, was beating Leung’s expectations for initial traction
and looked more promising than anything they had done to date.

As he prepared to speak with his investors the following day, Leung wondered whether selling was
the right decision, or whether he had the appetite to continue chasing new product ideas. As much as
he loved running his own business, a big raise and a regular paycheck would allow him to replenish
his savings and refocus his energies while also relieving him of a substantial source of stress at home.
Weighing his own interests with those of his employees and his investors, Leung opened his laptop to
begin preparing a formal recommendation.

Founding Story
Tom Leung had known for years that he wanted to start a business. “Every job I’ve had was to
prepare me to one day start my own company.” After the first year of his MBA, Tom took a two-year

This case is an abridged version of "Yabbly and the Anthology MVP (A)" HBS No. 816-032 and "Yabbly (A)" HBS No. 816-030, which will replace
"Yabbly and the Anthology MVP (A)." It was reviewed and approved before publication by a company designate. Funding for the development of
this case was provided by Harvard Business School and not by the company. Certain details have been disguised. HBS cases are developed solely
as the basis for class discussion. Cases are not intended to serve as endorsements, sources of primary data, or illustrations of effective or ineffective
management.

Copyright © 2016 President and Fellows of Harvard College. To order copies or request permission to reproduce materials, call 1-800-545-7685,
write Harvard Business School Publishing, Boston, MA 02163, or go to www.hbsp.harvard.edu. This publication may not be digitized, photocopied,
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 817-066 Anthology: Pivoting the Business Model

break to work at a startup before completing his degree, then went on to work in product management
roles at Microsoft, a venture-backed startup, Google, and then SVP of Product at Marchex.

In March 2012, Leung was becoming anxious about starting a business. With almost 10 years of
experience since leaving Harvard Business School, he wanted to know if he could operate “without the
guardrails of Google and Marchex.” With enough savings to support his family for at least a year, and
with the blessing and encouragement of his wife, Leung resigned from Marchex to pursue an idea he
had for individuals to obtain real-time input from friends on practical decisions.

With a paper prototype of his idea for a question and answer application for shopping decisions in
hand (see Exhibit 1), Leung set out to recruit an engineer to join him in launching his venture.
Prohibited from approaching his former co-workers at Marchex, Leung attended a number of startup
events in the Seattle area to meet with entrepreneurial engineers looking for teams to join. However,
while many liked his idea, none were willing to work on it without cash compensation. At one event,
Leung met Ian Shafer, a software engineer who had begun his career at Amazon and gone on to lead
engineering teams at early stage businesses. Shafer had also served as a technical consultant to a wide
range of clients, at one point building an e-commerce system for Pearl Jam. Like Leung, Shafer also had
two young children, and after several meetings, Leung felt that the two of them were a great fit.
“Building products from the ground up is what I love doing,” recalls Shafer. “Tom seemed like a good
guy with a proven track record who would stay out of my way.” Unfortunately, while the chemistry
felt right, Shafer was not in a position to forego his current salary and benefits to pursue an unfunded
startup.

With no means to pay an engineer, Leung entered discussions with a local venture capital firm
about becoming an Entrepreneur in Residence (EIR). This position would provide him with the
resources to pursue his idea as well as a potential funding source once he began to see traction.
However, in discussions with other entrepreneurs and venture capitalists, he became concerned about
his ability to raise capital on favorable terms once his idea had traction. If the VC firm did not back his
idea, despite his role as an EIR, other firms were unlikely to back him. Because of this, Leung knew
that the firm would have significant leverage to negotiate the terms of a financing round.

While struggling with the decision about whether to accept the position and what his other options
may be, Leung received a timely and fortuitous email from a business school classmate who worked
for a family investment office in New York:

Tom: One of your tweets hit my LinkedIn stream just now, so I see that you’ve taken
the entrepreneurial plunge. Or, more accurately, are researching / investigating
experimenting in advance of doing so. Great to see. I’ve been known to give people like
you some money. Technically, I do that for a living. Just sayin’.

After a series of discussions, Leung opted to decline the EIR position and raise a small seed round
of approximately $300,000. With money in the bank, Leung reconnected with Shafer and convinced
him to join him in launching Yabbly. While Shafer (who was being advised by another Harvard
Business School alumnus) argued for a substantial equity stake and a Co-Founder title, Leung felt that
the risk to Shafer had been reduced dramatically since he and Shafer had first discussed working
together. Most notably, Leung had raised a round of financing that gave them a year of runway. With
this in mind, Leung proposed a lesser, though still material stake and the title of Founding Engineer.
The two quickly agreed on terms and immediately got to work on building a product.

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 Anthology: Pivoting the Business Model 817-066

Launching Yabbly
Abandoning Leung's original name of Kouncil in favor of easier-to-spell Yabbly, Leung and Shafer
quickly built a mobile web prototype to help users get real-time input about imminent decisions, such
as what wine to order with dinner. Soon after launching the early prototype, the team knew that things
were going poorly. “Although the idea tested well in design thinking café interviews,” noted Leung,
“when we actually built it nobody used it. It interrupted the offline experience too much and required
a large critical mass of users to make immediate feedback happen.”

While the initial idea was not as well received as the team had hoped, users did find other uses for
the Yabbly platform. “What we found was that some people were using it not for in-the-moment
decisions, but for more considered choices,” describes Leung. Rather than using Yabbly to decide what
wine to order with dinner, users were asking their friends for help on decisions such as what camera
to buy. “That prompted our evolution from real time mobile input to asynchronous long-form advice.
It became more of a Quora for practical decision making.”

The team quickly changed course, moving from real-time mobile input to asynchronous long-form
advice on shopping decisions. Drawing inspiration from the best features of question-and-answer sites
like Quora and Stack Exchange, as well as user design components of their favorite social apps, the
team set out to design a product that would help users get the best answer specific to their own practical
needs. Describing Amazon as “awesome at generating millions of reviews and shuttling you through
purchase process quickly, but not necessarily good for making great decisions,” Leung pushed the
team to create something that would help users find “the best product for them, not the average of one
hundred random reviews.” Encouraged by strong user engagement, and responding to user demand
for a mobile application, Yabbly raised a second round of financing in late 2012 to fund further
development efforts and the creation of an iPhone app.

By December, Yabbly had expanded to a private beta with about a thousand members, asking users
to apply by discussing a product that they loved. “We wanted to create a perfect user engagement
model,” recalled Leung, “and to do this we wanted to seed the community with the right kinds of
people to generate high-quality content and be the equivalent of the Yelp Elites back in the early 2000s.”
However, while the user base remained enthusiastic and actively involved in the platform, the Yabbly
team noted that posts on the platform were beginning to plateau, and that it was difficult to get users
to post questions. While users were eager to provide advice for fellow members of the community, to
maintain an active dialog the Yabbly team began posting their own questions on the platform, an
experience that Leung later described as “feeling a bit like ordering food from our own restaurant.”

In March 2013, Yabbly presented at the prestigious SXSW Interactive Startup Accelerator program,
making it to the final round as one of the top three startups in the highly competitive Social Media
Technology category and providing the company with a flurry of press and user sign-ups. On this
momentum, the company also completed its third round of seed financing, bringing total capital raised
to $1.5 million. However, while the core group of users was enthusiastic about the product, attempts
to grow the user base failed and Leung recognized that the platform was highly unlikely to reach the
scale needed to support a Series A financing. In late 2013 the team decided to close down the Yabbly
community and experiment with other business ideas.

For the next six months, the team worked on a wide range of ideas, ranging from apps that help
groups decide where to have dinner to a service that would help users sell their used cars. The common
thread throughout these iterations was the core question and answer technology developed for the
Yabbly shopping community. The team eventually landed on the idea of building an “ask me
anything” (AMA) platform, a product popularized by Reddit, but which Leung felt could benefit from

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 817-066 Anthology: Pivoting the Business Model

a much more modern and intuitive user experience. Leung reached out to his network to invite a
variety of interesting people to host AMAs on the platform, and Yabbly soon boasted AMAs with high-
profile investors, technology executives, a professional poker player, a Jeopardy! champion, and
several politicians. Traffic grew to three times that of the early Yabbly product and then plateaued.

Seeking ways to build upon the AMA platform and unlock additional growth opportunities, Yabbly
launched several iterations of the product for specific use cases, including a private forum for town
hall-style AMA meetings and a hiring tool for recruiters. The hiring tool, Jobbly, streamlined the
recruiting process and allowed hiring teams to screen candidates with an online dialog before bringing
them onsite for in-person interviews. Targeted at businesses rather than consumers, Jobbly presented
an opportunity for a more immediate transactional revenue stream, and Leung spent considerable time
speaking with hiring managers about how the platform could fit within their recruiting processes.

Finding a Buyer
By the second quarter of 2014, with the new product iterations struggling to gain traction, Leung
knew that he had less than six months of cash left on hand. Several of his early investors had made it
clear that as much as they loved the team, their patience had run out and they would not fund another
financing round. With limited options available, Leung decided that it was time to explore a possible
sale of the business to create a “soft landing” in which investors would get some return of capital and
employees would have the opportunity to continue with an acquiring company.

Working closely with his advisors and investors, Leung developed a target list of organizations that
may be interested in acquiring the company. Throughout the first half of the year, Leung approached
over 50 companies, of which four entered serious discussions about a possible transaction.

By late June, all but one company had declined. The remaining bidder, Hammock,1 was a heavily
funded local startup that had been introduced to Leung by an investor who had holdings in both
Hammock and Yabbly. A leading marketplace for vacation rentals, the company had raised over $40
million in capital, had significant traction, and had signed significant partnership agreements with
major industry players to help it achieve scale. Hammock had several hundred employees, including
a large inside salesforce, and industry sources indicated that they had grown to several hundred
thousand monthly visitors on the site. Leung described the strong fit between the two organizations:
“Hammock was doing great, but wanted to build a robust community around their marketplace to
increase user engagement and generate more user content. That was something our team had spent the
last two years building, so we had a real opportunity to help them leap forward on their roadmap.”

In early July Hammock submitted a term sheet, proposing an all-equity deal which would provide
Yabbly’s investors with equity in Hammock worth approximately $800,000, or roughly 54% of their
initial investment of $1.5 million (see Exhibit 4 for draft terms of the offer). Underlying this analysis
was an assumption that Hammock was worth approximately $500 million, a valuation that Hammock’s
management and investors believed was a discount to a fundraising round they hoped to complete by
year end. Without considering the possibility of further dilution, Yabbly’s investors would need
Hammock to sell for over $1 billion to achieve a return of their initial capital, a target that Hammock’s
CEO seemed to believe was well within reach in the next 12 to 18 months. Yabbly’s investors had mixed
views on the likelihood of Hammock achieving a valuation of that magnitude, with some pointing to

1 Note: the company has been disguised to protect confidentiality.

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 Anthology: Pivoting the Business Model 817-066

the $2 billion valuation of a similar business, and others noting that the valuation was heavily
influenced by high-profile strategic partnerships that had yet to prove valuable.

Under the terms of the proposed deal, Yabbly employees would fare quite well, with each getting
an increase in salary, an equity grant subject to four-year vesting, and senior titles as leaders of
Hammock’s community platform. The team would be subject to two-year non-competition agreements
and a one-year non-solicitation of customers and partners if they left the company.

Calling the team together in advance of the long Independence Day weekend, Leung shared the
news with his four employees and tried to gauge enthusiasm for the deal. Leung sensed that the team
had mixed feelings. On the one hand, everyone felt that it was the right thing to do for Yabbly’s
investors, they would at least be able to tout an exit, and they would join a company that provided
more financial stability. However, nobody seemed truly excited about joining a larger company in an
industry vertical that was unfamiliar to them, and the reality of shutting down the business created a
sense of loss that was hard to ignore. Ian Shafer, Yabbly’s Founding Engineer, recalled the difficulty of
facing an end to the business that they had built over the past several years: “No matter how much you
prepare yourself, or how business-like you want to be, it always gets emotional. I had tried to prepare
myself for the emotional strain, but it was still tough.”

The Anthology MVP

With three weeks until the deal was scheduled to close, and feeling that they still had a few ideas
that they had not yet fully explored, Leung suggested his team to launch one final experiment in what
the team called their “swan song.” In a conversation with a customer about the Jobbly platform, Leung
had learned that interviewing candidates was not a real pain point for recruiters. Instead, the customer
told Leung that what they really needed help with was sourcing passive candidates—strong, qualified
individuals who were not engaged in an active job search.

With a customer need clearly identified, Leung had his team mock up a potential solution. “I didn’t
think it would be anything since this was our ninth prototype and none of the previous ones got escape
velocity,” recalls Shafer. “But I knew that what I thought didn’t really matter. You have to experiment
to find what works.” Contemplating a semi-anonymous AMA platform for passive job candidates to
speak with recruiters, the team quickly put together a landing page for the new product, Anthology,
and described the new offering through their social media channels. Within days, a local reporter
picked up on the news and ran a story about Anthology. User registrations on the platform accelerated,
and the team received several inbound inquiries from recruiters asking how much it would cost to post
a job on the platform.

On the site, candidates would describe their experience as well as requirements that would make
them excited about pursuing a new job. Anthology attempted to match these candidates to open
positions that it sourced directly and from other job posting sites. Leung did much of the matching
between users and recruiters manually, tracking candidates and job postings in an excel spreadsheet.
When a potential match was identified, Anthology provided the hiring company with a masked
version of a candidate’s profile, ensuring that the user’s anonymity was preserved. Once they had
confirmed interest on the part of the recruiter, Anthology informed the candidate of serious interest
and got their approval before revealing their full identity and profile to the recruiter.

Now only two weeks after the launch of Anthology, the platform had 150 enrolled users sharing
lots of personal information (more data than they were giving LinkedIn); eight companies (including
Amazon and Microsoft) recruiting on the platform; and coverage in publications such as Inc. Magazine

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 817-066 Anthology: Pivoting the Business Model

and Geekwire. Leung was enthusiastic about the industry, which had $80 billion in revenue and which
was still inefficient from the perspective of both candidates and recruiters. With LinkedIn charging
$400 to post a job and executive search firms charging companies 20% to 30% of a new hire’s salary,
Leung also liked the transaction-based revenue potential of this model. Furthermore, the Yabbly offices
had regained the energy of a young startup. Sam Skjonsberg, Yabbly’s Senior Front End Engineer,
described the mood at Yabbly: “Nothing was more exhilarating than building the initial Anthology
product. We had already achieved immediate validation from users and couldn’t churn out features
fast enough. The excitement in the office was palpable.”

The Investor Call

Closing the door of his office, Leung sat down to prepare for the following day’s investor call.
Although it had been a difficult two years, he was excited about the early success of Anthology, which
felt unlike anything they had done to date. Early numbers, while not necessarily indicative of a break-
out success, were encouraging. Moreover, Leung was particularly encouraged by the amount of
sensitive data that users were willing to share, indicating to him that users really valued what
Anthology was trying to do.

Leung strongly preferred to continue pursuing Anthology, but also recognized that walking away
from the Hammock deal at this stage would likely mean that he would be unable to sell the company
if Anthology did not work. The list of potential acquirers had dwindled, and Hammock was not likely
to engage in discussions a second time after spending several months putting the deal together.

Leung also had to consider his investors’ preferences. He knew that at least one investor was a
strong supporter of the Hammock deal, believing that Hammock was on track to become a billion-
dollar company. Other investors, while skeptical of Hammock’s valuation, supported the deal in part
because they were unwilling to continue funding the company. Tom recalls one investor telling him to
close the deal, consider it a win, and move on. The investor assured him that investors would remember
that he “took one for the team” and would gladly back him in his next venture. Finally, there were
some investors who were deeply committed to the Yabbly team and thought that Anthology could be
the product that would turn things around. Leung believed that some, but not all, of this third group
had the appetite to continue funding the business.

With only a few weeks of cash left on hand, continuing to pursue Anthology instead of selling the
business would require another round of financing. While Leung sensed that some investors may
participate in another seed round, he wondered what terms would be appropriate. The company
already had $1.5 million in convertible notes from previous rounds, and Leung estimated that he would
need to raise $300,000 to $500,000 to continue. At least one friend had recommended simply shutting
down Yabbly and starting Anthology as a completely new company, free of the constraints of the
current capitalization table. Leung didn’t feel that he could abandon his current investors, and wanted
to find a recommendation that would be fair to everyone.

Finally, Leung wondered whether his team was ready for the challenges of trying to scale
Anthology. “There seemed to be more arguments and emotional conversations about matters small
and big that summer. It felt like we were getting on each other’s nerves a lot more often than at any
other time in the company’s history.” Leung had driven himself and the team hard through eight
previous product iterations, and he would need to convince them that this one would be different.
While they had expressed reservations about joining Hammock, Leung questioned whether they were
sufficiently committed to Anthology to accept additional years of uncertainty about their salaries and
job security. Leung’s first hire, Yabbly’s Founding Engineer, raised questions privately around his

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 Anthology: Pivoting the Business Model 817-066

equity allocation if they were to continue as Anthology. In many ways, this felt like the beginning of a
new venture, and Leung understood that much had changed since he had hired his founding team two
years ago.

In candid fashion, Leung began laying out the pros and cons of each option for the investor call.
However, as he turned to the page he had titled “What’s Tom’s Recommendation?” he paused. Could
he really walk away from a term sheet based on 10 days of data from Anthology? The site had only 150
registered users and eight companies recruiting on the platform. Was his own bias clouding his
judgment? “I had fallen in love with my own ideas in the past,” Leung admitted, “and while I was
excited about Anthology, I was not looking to sign up for another three years in the desert.” How
would he decide on a course of action if his investors could not come to a consensus? How good did
the Hammock deal need to be for him to recommend it, and could he use the Anthology traction as a
means to get a better offer? If he did recommend pursuing Anthology, what should he offer his existing
Yabbly investors, and should he revisit the allocation of equity amongst the team?

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 -8-
817-066

Yabbly/Kouncil Paper Prototype

Company documents.
Exhibit 1

Source:

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 Anthology: Pivoting the Business Model 817-066

Exhibit 2 2013 Yabbly Screenshot

Source: Company documents.

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 817-066 Anthology: Pivoting the Business Model

Exhibit 3 Timeline of Major Milestones

March 2012 Tom Leung leaves his job at Marchex to pursue his idea for a product to allow
individuals to get real-time input from friends on imminent decision

May 2012 Leung closes first seed round and hires Ian Shafer as Founding Engineer

October 2012 Company raises second seed round to support product development and the
creation of an iPhone app

December 2012 Yabbly receives an invitation to present at SXSW

March 2013 Yabbly presents at SXSW, making it to the final round of the Social Technology
category

June 2013 Company raises third seed round to fund user acquisition efforts

January 2014 Tried white label shopping Q&A

February 2014 Experimented with group event planning prototype

March 2014 Pivoted to Ask Me Anything (AMA) platform

July 2014 Launched Anthology

Source: Company documents.

10

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 Anthology: Pivoting the Business Model 817-066

Exhibit 4 Draft of Terms from Hammock

From: Chris Michaels <chris@hammock.com>

To: Tom Leung <tom@yabbly.com>
Date: Jun 15, 2014
Subject: Acqui-hire – Offer

Tom,

Thanks again for a great meeting—I’m really excited by the prospect of working together. We are
very interested in pursuing an acqui-hire of you and your team, and propose a simple asset purchase
that includes employment agreements for the three full-time Yabbly employees. We are also working
to put together a full-time offer for your contract designer. I strongly believe in presenting an offer that
is fair to all parties, and which can get us to a quick close, and I hope that this achieves that goal. Given
how busy we are here at Hammock, this has to be a simple, quick, and clean process to justify the
investment of time and resources on our end

Proposed Terms:

– 150,000 common shares in Hammock. Current shares outstanding include approximately 35M
common and 65M preferred.

Some context: should Hammock achieve a $1B valuation, we’d expect a share to be worth
approximately $10. We are currently targeting a valuation significantly above this level. This
provides a path for your investors to get upside in Hammock.

– Employment Agreements:
Tom, Ian, and Sam: Hammock will enter into employment agreements with market-based
compensation (materially better than currently enjoyed by your team). Tom, Ian, and Sam will
receive 100,000, 70,000, and 50,000 options, respectively (4 year vesting; current option price is
$0.05 until our 409a valuation is done in early July).

Aaron: TBD

– You and your team would be responsible for Community within Hammock, creating AMA
conversations with vacationers, property owners, and industry service providers.

I think we’d greatly enjoy working together. Things here move incredibly quickly, and I’m certain
that your team would have a huge impact.

Please let me know if you have any immediate thoughts or feedback, and whether this is something
that you’re interested in pursuing. There are three other companies that we are talking about acqui-
hires with and we can’t do them all. It would be great to get clarity from you soon.

Chris
Source: Casewriters.

11

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