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The Coolest Small Company in America

Why are high-powered M.B.A.'s getting off the fast track to work for a

$13-million food company in Ann Arbor?

Michael McLaughlin

It's 4:20 on a Wednesday afternoon, and Ari Weinzweig is talking to a group of

new employees about the 4 Steps to Selling Great Food. "Anybody know what the

first one is?" he asks, holding up a plump, brown, and fragrant loaf of bread

from Zingerman's Bakehouse.

" 'Know it,' " says a young woman with curly blond hair.

"That's right," says Weinzweig. "Great." And he proceeds to lead the group on a

sensory excursion into the properties of slow-rising artisanal bread.

The CEO of Zingerman's Community of Businesses (ZCoB), Weinzweig looks like a

Jewish hippie version of Ichabod Crane -- tall and gangly, with olive skin,

curly black hair, and a fringe of a beard. He wears a ring in one ear and a

stud in the other and dresses in black jeans, sandals, white socks, and a

T-shirt with the sleeves rolled up. The Chicago native studied Russian history

at the University of Michigan and describes himself as a lapsed anarchist.

In 1982, Weinzweig founded Zingerman's Delicatessen with Paul Saginaw, who is

still his partner. Over the next 10 years, the deli became world famous -- and

then hit a wall. Faced with the choice of changing the company or letting it

stagnate, the partners came up with an ingenious strategy that has allowed them

to retain the best aspects of small-business life while enjoying the benefits

and challenges of growth. The result is ZCoB, consisting of seven small

businesses in and around Ann Arbor, Mich., with two more in the active-planning

stage. Together the businesses do a profitable $13 million a year in sales.

One of the businesses is Zingerman's Training Inc., or ZingTrain. Right now

it's playing host to the orientation of the new employees, but ZingTrain also

offers training and consulting for non-ZCoB companies, which send their people

to learn the Zingerman's way of doing business. Earlier in the week bank

managers, bakery owners, and restaurateurs from around the Midwest were in Ann

Arbor for the "Managing with Zing" seminar. Other sessions have attracted a

wide range of organizations -- grocery-store chains, hospitals, garden shops,

not-for-profit groups, chocolatiers, custom manufacturers, even a mortuary --

from across the country.

It was at one such seminar that Todd Wickstrom first experienced Zingerman's.

At the time, Wickstrom owned two franchised bakeries in Chicago that he wanted

to improve, and he thought the session might give him new ideas. It did. On his

return to Chicago, he sent Weinzweig an E-mail message: "The seminar made me

realize you can live your ideals in the food business. The bad news is, I can't

do it here." Weinzweig invited him to become a managing partner of the deli,

and Wickstrom jumped at the opportunity. He sold his bakeries and moved his

family to Ann Arbor. "I would have come in as a dishwasher to be in this

environment," he says.

The environment is, indeed, ZCoB's most striking feature, combining a strong

sense of community, a deep belief in people, a fascination with management and

business, and a passion for great food and great service. It's an

entrepreneurial environment in which good ideas become real businesses, and

employees with good ideas have an opportunity to become owners. More to the

point, it's an environment that many can't resist. "Working here has never felt

like a job to me," says Wickstrom. "I'm constantly learning about managing,

about food, and about myself."

Wickstrom isn't the only former entrepreneur to be seduced by ZCoB. "It was

just a great opportunity. Everything was right about it," says Dave Carson, who

built and sold two successful technology companies before becoming cofounder

and managing partner of Zingerman's Creamery.

BRAIN FOOD, SOUL FOOD: Zingerman's has a passionate, challenging culture and

corned beef on rye to die for.

Other, equally accomplished recruits fled successful careers in corporate

America for jobs at Zingerman's that pay, at most, in the high five figures.

Maggie Bayless, a ZingTrain managing partner, holds an M.B.A. from the

University of Michigan and did stints at General Motors and Soho Natural Soda.

Stas' Kazmierski, ZingTrain's other managing partner, was a high-powered

consultant with clients such as Boeing, Marriott, and Prudential Insurance. Amy

Emberling majored in social theory at Harvard, studied cooking at the Hotel

Ritz in Paris, earned an M.B.A. from Columbia University, and now makes bread

and pastries at Zingerman's Bakehouse. And Ron Maurer held high-level positions

at such companies as Lexis-Nexis and Living.com before signing on as ZCoB's

vice-president of administration and chief financial officer at half the salary

he could get elsewhere. "I figured if Zingerman's was even close to its

billing, I'd be happy here," he says. "In fact, it's better than its billing."

Eleven years ago there was no room for such people at Zingerman's. The deli had

a reputation for being warm-hearted, fun-loving, and food-obsessed, but it had

nothing to offer experienced professionals looking for new business challenges

and no need for their services. Then, in 1992, Weinzweig and Saginaw began

developing an innovative growth model that redefines the choices founders have

when they've achieved their initial goals and begin thinking about what to do

next.

Standing alongside each other, Ari Weinzweig and Paul Saginaw bring to mind Don

Quixote and Sancho Panza -- or perhaps the Cisco Kid and Pancho. Where

Weinzweig is long and lean, Saginaw is short and sturdy, with a barely visible

five o'clock shadow covering the top of his shorn head. They met in the late

1970s while working at an Ann Arbor restaurant called Maude's and immediately

hit it off. What united them was the dream of a perfect corned-beef sandwich on

rye. "We both grew up in cities with great delis, and Ann Arbor didn't have

one," says Saginaw, who comes from Detroit.

Twenty-one years ago the two started a deli meant to carry the finest artisanal

food products and serve the best sandwiches known to humankind. "We wanted

sandwiches so big you needed two hands to hold them and the dressing would roll

down your forearms," says Saginaw. "We wanted people to say about other

sandwiches, 'This is a great sandwich, but it's not a Zingerman's."

Within a decade, they'd accomplished that and more. Articles extolling the

deli's food appeared in the New York Times, Bon Appetit, Eating Well, and other

publications. "In Zingerman's," novelist Jim Harrison raved in Esquire, "I get

the mighty reassurance that the world can't be totally bad if there's this much

good food to eat, the same flowing emotions I get at Fauchon in Paris, Harrod's

food department in London, Balducci's or Dean and DeLuca in New York, only at

Zingerman's there is a goodwill lacking in the others."

Still, when all was said and done, in 1992 Zingerman's was just a deli doing $5

million a year out of a cramped red-brick building in Ann Arbor's historic

district. One manager was starting a bakery to supply the deli with bread and

pastries; otherwise there were no plans for growth or even significant change.

Zingerman's was, in short, a typical, mature, stable small business, exhibiting

all the symptoms of companies that have plateaued. Behind the shelves crammed

with exotic spices, oils, and vinegars, bureaucracy had begun to creep in.

There was an active rumor mill. Opportunities to advance had dried up, and

competitors were beginning to encroach on Zingerman's market.

Weinzweig and Saginaw had a choice. They could keep Zingerman's a small, local

operation and run the risk that it would languish or atrophy. Or they could

take it to the next level. But if they grew Zingerman's aggressively, they

might sacrifice the very attributes that had made the deli extraordinary since

its beginning -- close contact with a community, intimacy with customers, team

spirit among employees, and exceptional quality of food and service.

Weinzweig can pinpoint the exact moment when the growth issue first reared its

head. It was a sultry summer day in 1992, and the lunchtime rush was in full

swing. In addition to the usual headaches involved in feeding the hungry

multitudes, a cooler had broken down. Weinzweig was racing around, trying to

deal with the problems, when Saginaw came hurrying in. "Ari, we got to talk,"

he said.

"OK, Paul, but not now," Weinzweig said. "I've got too much going on here."

"No, it's important," Saginaw insisted. "We've got to talk right now. Let's go

outside."

Weinzweig reluctantly followed Saginaw out the side door and sat down beside

him on a bench. "OK, what is it?" he asked.

"Ari," Saginaw said, "where are we going to be in 10 years?"

"I couldn't believe it," Weinzweig recalls today. "I sat there thinking, 'I

don't have time for this. The cooler is broken, the kitchen staff is stretched

thin, and he hauls me out to talk about 10 years from now?' But I had to admit,

it was a real good question."

It was also the start of a two-year debate that tested the limits of their

partnership. Saginaw felt strongly that the company had grown smug and

complacent, leaving it vulnerable to competitors who could copy Zingerman's

merchandising and chip away at its customer base. The partners had recently

settled a lawsuit against one such copycat, and the experience had convinced

Saginaw that legal protections were a poor substitute for innovation. The

business needed to be shaken up. It needed to build higher barriers to

competitors by expanding, improving, and trying different things. In short, it

needed a new vision for growth, and Saginaw thought that all options should be

on the table, including the possibility of opening Zingerman's clones in other

cities. That was, after all, the most logical way to grow a retail food

business. A lot of people had already suggested it and offered to get involved.

"We might be stupid not to do it," he told Weinzweig.

THE EARLS OF SANDWICH: Ari Weinzweig and Paul Saginaw transformed a small,

local deli into one of the most attractive companies to work for in America.

There was just one problem: Weinzweig was dead set against it. "I didn't want

to spend my time flying to Kansas City to see some mediocre Zingerman's," he

explains. "For me, it was important to be part of something great and unique.

You lose the uniqueness when you try to replicate the original. I said to Paul,

'I can't say you're wrong from a business standpoint. If that's what you want,

maybe you should do it, but it's not something I want to be associated with.

I'll leave."

"You have to understand," says Saginaw, "Ari is a guy who studies the history

of orange marmalade. He has an emotional attachment to the product. He was

afraid the coleslaw would be bad, and his name would be on the door. I said,

'Your name isn't on the door, and I don't care about the coleslaw. We can throw

it out. But if you care so much about it, fine. We'll find another way."

That other way, however, proved frustratingly elusive. Saginaw and Weinzweig

had no interest in pursuing acquisitions or moving to another location, and

they knew of no alternative growth strategies for small companies like theirs.

So they did a lot of reading, thinking, and talking -- meeting regularly to

discuss their ideas at a picnic table next to the deli. They wrote vision

statements and then rewrote them, soliciting input from people inside and

outside the business. By 1994 the outlines of a grand design had emerged. The

Zingerman's Community of Businesses was ready to be born.

Weinzweig and Saginaw envisioned a company comprising 12 to 15 separate

businesses by 2009. Like Zingerman's Delicatessen and Zingerman's Bakehouse

(which was already up and running), the new businesses would be small and

located in the Ann Arbor area. Each would bear the Zingerman's name but would

have its own specialty and identity. Each would have at least one managing

partner who would work in the business and be an owner. Internal

entrepreneurship would be encouraged and supported, but partnership would be

open to outsiders as well. And whereas not every new company would be a food

business, all would be designed to enhance the quality of food and service

offered to Zingerman's customers and to improve the financial performance of

ZCoB and its components. Initial funding would come from Weinzweig, Saginaw,

and the new partners themselves, with the goal of reaching breakeven on a

cash-flow basis as soon as possible.

"The key was having partners who were real owners," says Weinzweig. "We wanted

the passion. We wanted people who had visions of their own. Otherwise, whatever

we did would be mediocre, and the whole idea was to elevate the quality of each

element of the company."

In the summer of 1994, Weinzweig and Saginaw presented their vision in a

document titled "Zingerman's 2009: A Food Odyssey." It took the form of a long

conversational letter from Weinzweig to the company's managers and employees.

He wrote a similar letter to customers, whom he and Saginaw considered

important members of the Zingerman's community.

Although the partners had prepared the groundwork carefully, their plans drew

mixed reviews. Customers didn't understand why it was necessary to change a

business they considered nearly perfect. Lawyers and accountants told the

founders they were crazy to let the new partners have real stock and to run the

new companies as separate businesses. But the most negative response came from

Zingerman's managers, who voted with their feet. In the 18 months after the

rollout, more than 80% left. "People had gotten comfortable," says Weinzweig.

"We told them that we were going to have a significant culture change. It would

be a lot like going back to a start-up. We'd have to work 90 hours a week

again, and no one would be going home at 4 on Friday anymore. A lot of people

didn't want to do that."

It was a tumultuous period, Emberling recalls. From her position as pastry

manager at the bakery, she viewed the transformation of Zingerman's into ZCoB

with misgivings. First came the establishment of the Zingerman's Service

Network, or ZingNet, a central administrative unit that would provide

marketing, finance, and human-resources services to the businesses. At about

the same time, a CFO was hired who began asking for new financial reports from

the bakery staff. Emberling feared that the company was becoming bureaucratic

and impersonal. She also worried about the exodus of veteran managers, not to

mention the various management experiments, some of which struck her as nutty.

"They started a deli council, with the staff voting on everything," she

recalls. "I thought that was insane. How could 17-year-olds make decisions for

the company? They knew nothing about the business."

Accustomed to operating autonomously, Emberling and her coworkers worried that

the bakery might be expected to follow the deli's lead and play by its rules.

"As a manufacturer, we were very into process, rigor, accuracy," she says. "The

deli had a different style. We didn't see the value of being in the ZCoB with

them. We just wanted the deli to buy our bread and pastries and leave us

alone."

In 1996, Emberling left the company when her husband took a job in Denmark. In

2000, Frank Carollo, managing partner of the bakery, asked her to be his

co-managing partner, and she returned to Ann Arbor with her family. "By the

time I came back, it was a different company," she says. "They'd managed to

implement ZCoB very well. There was a partners group that met regularly. And

they'd done an incredible job of building a common culture. I don't know if

they realized what they were doing when they did it, but they definitely got it

right."

In her new role, Emberling not only makes bread and pastries but, as an owner,

has major responsibility for the present and future success of the business. "I

love it here," says Emberling. "I don't make as much money as the investment

bankers I went to school with, but I make enough, and I'm never bored. We face

the same questions that big companies face, without the stock-market worries,

and there are so many interesting people to talk to. It's very stimulating and

challenging."

There's a concept taught in ZingTrain's seminars concerning the mastery of a

skill. When you know absolutely nothing about a skill, you are unconsciously

incompetent -- that is, you don't know what you don't know. As you learn more,

you become consciously incompetent: you know what you don't know. With training

and practice you can become consciously competent, while total mastery makes

you unconsciously competent, meaning that you use the skill so effortlessly

that you're not even aware you're doing it.

Here's the kicker: in order to teach a skill, you have to go backward, from

being unconsciously competent to being consciously competent. Until you can

teach it, moreover, you don't really know what you know. That concept helps to

explain the process Zingerman's went through that earned it a reputation for

management equal to its reputation for food.

The catalyst was ZingTrain, which was launched in 1994. Over the years

Zingerman's had received numerous consulting requests, mostly from other

specialty-food retailers interested in emulating the deli's culinary acclaim

and customer service. Maggie Bayless, ZingTrain's cofounder and original

managing partner, wanted to offer training instead. "Rather than figure out

what someone was doing wrong and trying to fix it, we'd show people what worked

for us," she says. At the same time, ZingTrain would provide training for ZCoB

managers and staff.

First, however, ZingTrain had to come up with the language to explain what

Zingerman's did. That meant distilling various practices into easily

understandable, and teachable, concepts and principles. "We already had the 3

Steps to Great Service," says Weinzweig, referring to a maxim applied at

Zingerman's since its early days. "We just kept building from there." One by

one, the handy rules of thumb emerged: the 5 Steps to Handling Customer

Complaints, the 4 Steps to Order Accuracy, the 3 Steps to Great Finance, the 4

Steps to Productive Resolution of Differences, and on and on. Each rule was

more a set of talking points than a rigid formula -- a way to get people to

focus on a subject and remember it afterward. Some rules simply codified

practices Zingerman's had been using for years. Others expressed management

ideas that Weinzweig believed in but had never fully implemented. Still others

were developed in response to issues that arose as the company evolved.

At some point you have to roll your eyes at the sheer number of rules. "Ari

talks about the 18 Steps to Calming Amy Down," says Emberling. ("I guess I

forgot to tell her the 8 Points of Talking to Journalists," says Weinzweig.)

Yet each rule does contain a nugget of management wisdom. To give good service,

after all, you really do have to "1. Figure out what the customer wants. 2. Get

it for them -- accurately, politely, enthusiastically. 3. Go the extra mile."

What's more, it's important for employees to know that.

"I sat there thinking, 'I don't have time for this. The cooler is broken, the

staff is stretched thin, and Paul hauls me out to talk about 10 years from now?

' But I had to admit, it was a real good question."

--Ari Weinzweig

Soon Weinzweig and his colleagues began applying the same thinking to more

challenging and sophisticated aspects of management, such as leadership,

training, and organizational development. A voracious reader of business books

and a prolific writer, Weinzweig turned out long papers on Zingerman's

application of concepts like stewardship and entrepreneurial management. He

then worked with the ZingTrain partners to break down those concepts into a

series of steps, points, and definitions, thereby turning ideas into management

tools for both ZCoB's employees and ZingTrain's customers. "What we look for is

elegant simplicity," he says.

Through that process, ZingTrain got a steady supply of material for its

seminars, which began to fill up fairly regularly. ZingTrain's curriculum, in

turn, had a huge effect on ZCoB itself. Employees who took the courses were

challenged to wrestle with management philosophy in all its complexity. As

people were baking bread, selling cheese, or making gelato, they were also

studying business, not to mention the history and sociology of food, another

part of the curriculum. As a result, the company became a kind of school -- the

University of Zingerman's, people called it.

The result was a culture both intellectually stimulating and unifying. "All

those three-step things really do work," says Emberling, "but they also gave us

a language to talk to each other. Everyone in the different businesses had the

same vocabulary, which helped create the culture in the community as a whole."

Other factors also contributed to a common culture. The deli, for example, had

long used distinctive lettering and cartoons on its signs and printed material.

Following the formation of ZCoB, those design elements were standardized across

the businesses to ensure they all had the same look and feel. "The more common

themes you have throughout, the more effectively you can build the community,"

says Weinzweig. "We want to leave a lot of flexibility while providing enough

structure for people to be successful. That way, the ZCoB doesn't become a

collection of businesses that have nothing in common but ownership."

Much has changed at Zingerman's in 10 years. The company has been adding

businesses at the rate of about one every 18 months, and the pace shows no

signs of slackening. Altogether the businesses employ 334 people, up from about

125 in 1994, when the company consisted of just the deli and the bakery. With

the new businesses have come new partners, new language, and new opportunities

for employees, as well as energy, passion, and excitement that was missing a

decade ago. That was, of course, what Weinzweig and Saginaw had in mind. A

little more than halfway to 2009 it appears likely that the company will meet

the goals laid out in its 1994 vision statement.

Yet for all the changes, what is most striking is how much Zingerman's has

remained the same. It's still a local, independently owned business with

extraordinarily close ties to Ann Arbor and its environs. Last year, on the

20th anniversary of the company's founding, 13 local not-for-profit

organizations put up a giant plaque next to the Zingerman's Delicatessen

saying, "Thank you for feeding, sheltering, educating, uplifting, and inspiring

an entire community." One organization, Food Gatherers, was actually started by

Zingerman's in 1988. "We don't like to advertise our work with nonprofits,"

says Saginaw, "but it's fair to say this would be a different community if we

didn't do what we do."

Meanwhile, food critics keep raving about Zingerman's, and the raves are often

for products and services coming from the new companies -- bread from the

bakery, cream cheese from the creamery, and just about everything from the

mail-order house. Both Zingerman's Bakehouse and Zingerman's Mail Order have

received industry recognition.

Inside the company, questions about the future remain, but they seem to be

manageable. "We've realized the value of living with ambiguity," says

Emberling. "When something comes up, it's not always clear what the right

answer is. You just have to go with the process and have faith. Mutual trust

and respect play a big role. You have to operate in a world of integrity.

There's a lot of integrity in this company at all levels -- from the financial

statements to the croissants."

That integrity and resilience will surely be tested in the years to come.

Although Zingerman's has always been profitable on an operating basis, its

margins have been squeezed recently by, among other things, a change of

management at the deli and the expense of launching the new businesses.

"There's no reason we can't earn 10% profit before tax," says Ron Maurer, "but

it won't be easy. The question is, How far can we go without damaging the

culture?" Right now the company has a goal of donating at least 10% of its

operating profit to charitable causes, which is laudable, but it can't help

affecting financial performance.

Then there's the problem of generating the cash that will be needed to buy back

the stock of departing partners. All the partners say that they're not going

anytime soon, but the day will come. As for the founders, "currently, our exit

strategy is to die," says Saginaw.

The company could, of course, be sold. Weinzweig notes that the Zingerman's

brand could be very valuable if, say, a major grocery-store chain wanted to set

up its own specialty-foods department or subsidiary. But he isn't interested in

going that route. "People keep badgering me about an exit strategy," he says.

"But I don't want to get out. We've been in business for 20 years, and I look

forward to coming to work even more now than I did in the beginning. I'm having

more fun, and I'm more at peace with the realities of life. So why should I

leave?"

He pauses and flashes a lapsed-anarchist smile. "Success means you're going to

have better problems," he says. "I'm very happy with the problems I have now."

Bo Burlingham is Inc's editor-at-large. He is also the author, with Jack Stack,

of The Great Game of Business and A Stake in the Outcome.

History in the Baking

1982 Zingerman's Delicatessen offers "flavorful, traditionally made foods...in

an entertaining, educational, and service-oriented setting"

1992 Zingerman's Bakehouse produces baked breads and pastries for the deli and

other customers

1994 Zingerman's Training Inc. shares Zingerman's expertise in training,

service, merchandising, specialty foods, and staff management with the public

and ZCoB members

1996 Zingerman's Mail Order sends foods across the country and around the world

1998 Zingerman's Catering provides food for small parties and large events

1999 www.Zingermans.com allows customers to buy Zingerman's products on-line

2001 Zingerman's Creamery produces handcrafted fresh cheeses, gelato, and other

dairy products for the deli and other customers

2004 Zingerman's Roadhouse features a menu of American regional cooking

TBA Mexican Restaurant (name and opening date not set)