Subject: [NEXTEL-1] A Look Inside a Modern Telecommunications Company

From: [email-masked]
Date: Mon, 24 May 2004 05:17:19 -0400

A Look Inside a Modern Telecommunications Company
by Peter Pfeiffer
December 15, 2003

<SNIP>

The events at Nextel documented here took place in 2001 and 2002, with
the main cover-up occurring in the first half of 2002. The incidents in
2002 coincide perfectly with the layoffs of thousands of employees and
millions of dollars in stock and stock option losses. These events can
be truly understood only by reconstructing the period paying particular
attention to: a) the actual events; b) press, public relations, and
official company communications; c) insider trading; d) employee
lay-offs and stock option expirations; and e) the price of Nextel stock.
What emerges is an amazing pattern of planned deception and insider
profiteering. Such actions may be corporate fraud and stock manipulation
as well as violations of fair disclosure and insider trading laws—they
were clearly misleading to investors and profitable to a select few. The
culprits have remained unexposed and “they” and “it” are free to
continue.

Although declaring the case primarily about insider trading and
notifying the SEC, the FBI currently maintains an open investigation
based on the circumstances described here. The SEC is also currently
investigating.

Background

At the beginning of 2001 the technology bubble was showing signs of
bursting. 2001 would mark the second straight two-digit decline in the
NASDAQ and Nextel was very much a part of its rise and its fall.

U.S. cellular companies were already experiencing significant stock
price declines and some were starting to lay-off employees. The industry
had grown from some 25 million subscribers—10% penetration, or “pops,”
the percentage of subscribers in the general population—in the mid
1990’s to about 40% pops and 105 million subscribers at the start of
2001. The most ominous sign was that growth was expected to level off
after 50% penetration. This meant that the industry could no longer rely
on subscriber growth to make up for the large numbers of customers who
discontinue service every month due to “churn”—about 3% per month or a
third every year. The major carriers, of which Nextel was the fifth
largest, had to find a way to survive in the different, slow-growth,
operations-driven environment of a mature industry. Market maturity
included intense competition and price declines for wireless plans.

Nextel in particular was facing a need to become profitable. It had
launched the beginnings of nationwide digital service in the Summer of
1996 and had now grown to around 7 million customers; in 2000 it grossed
$5.7 billion with some $23 billion in assets and $15 billion in debt.
The rule of thumb for cellular in the high-growth ‘90’s was seven years
to become profitable, but Nextel, with it’s industry-leading ARPU
(Average Revenue Per Unit or gross dollars per phone per month) had
predicted, and was expected to deliver, better results. The Summer of
2001 would mark year five, debt was still increasing, and the company
had yet to show a profit. The stock price, from a high over $80 (post
split), was under $30 and declining steadily. At the beginning of 2001
Nextel had approximately 19,500 employees and was in the Fortune market
cap 100.

In the Spring of 2001 every indication was that the short- and long-term
futures looked bright. The company continued to reach subscriber,
revenue, churn, and cash flow targets. Employees had just received full
bonuses and customary raises and stock option grants, all based on
company metrics.

Like a lot of technology and telecommunications companies of the late
‘90’s, Nextel had a tendency to tell stockholders, potential investors,
and employees only good things. Company performance during this period
was typically not judged by profitability, it was assessed in terms of
EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization)
and in the wireless industry specifically, subscriber growth, churn,
ARPU, and revenue growth. Nextel almost always excelled at meeting and
reporting these. But the company also amassed huge debt, debt that
looked worse and worse as its market cap fell.
In reporting key quarterly metrics there were ways to cheat, and over
time, it became a way of operating. Some were okay business practices,
but poorly planned-for and not implemented uniformly; for instance, it
was common to have end-of year rebudgetings, canceling holiday parties,
and crackdowns on less essential items such as travel, but these
cutbacks seldom affected higher-level executives. Another end-of-year
tactic stretched gross add numbers and at the same time lowered CPGA
(Cost Per Gross Add, or the cost of putting a phone in users’ hands).
These holiday programs sold phones only through employees, for friends
and families, with very low rate plans of around $10 per month. They
provided an instant boost in quarterly adds but were never reported to
stockholders, particularly with respect to the hit they caused in ARPU.

Part of the reason for the massive debt was an incessant need to spend.
These were boom times and money was flowing everywhere: capital
spending, departmental and travel budgets, employee compensation, etc.
Nextel always had several executives on the Washington Post’s annual
list of top local executive pay (six in the top 100 in 2000, with CEO
Tim Donohue number ten at over $20 million). Nextel was pouring money
into wireless data, a complex suite of services and a difficult one for
a carrier to develop and launch, and they were features with a record of
limited mass market acceptance. On a broader level, wireless carriers
were spending billions upgrading to 3G or even “2.5G” networks, both to
keep up with each other and in the hope that the next technology
breakthrough would be their savior. This was an industry and these were
executives accustomed to having almost everything they touched turn to
gold, specifically, more subscribers and more revenue.
Key Events and Information Provided to Stockholders

As 2001 began Nextel was still growing and still spending. The company
reported a net loss of $428 million for the first quarter of 2001
compared with a $435 million loss during the same quarter of 2000. At
the same time, Nextel revenues rose 48 percent from a year ago, reaching
$1.74 billion per quarter, and its global customer base expanded 9
percent to 8.3 million customers.

The year 2000 would be the last boom year, and as things would become
tougher, the deception would increase and the gap between “in” and “out”
stockholders would widen.

The Mooney Period

Jim Mooney joined Nextel as COO in April, 2001 and left quickly in
September of 2002. Previously, the upper executives at Nextel had been
virtually all industry veterans, most serving somehow with Craig McCaw.
There is a constant emphasis in the wireless industry on sales and top
Nextel executives, including Tim Donohue (CEO) and Steve Dussek (COO),
had sales backgrounds. Nextel's were not particularly educated or
diversely-experienced executives and Mooney, an outsider, was an
anomaly.

Mooney was either an extremely forceful personality and achiever or he
was brilliant at carrying-out a plan already set up for him; it is
likely the latter. He immediately presided over a “5% reduction in the
workforce” (i.e., firing 900 employees), then:
· During the second half of 2001 Nextel reported positive results,
“continued improvement,” and “greater confidence.” Nextel international
performance, reported with quarterly results, was upbeat, with
exceptional, 100% year-to-year growth.

· On January, 11, 2002, a new fiscal year, NII Holdings, Inc., Nextel’s
international subsidiary, missed a $384 million payment to creditor
Motorola. Nextel said nothing and it was reported only by financial
blurbs in non-mainstream media.

· On 1/18/02 and 1/25/02 the company announced outside contracts for
customer care and IT support staffing; the real news, skillfully played
down, was that it meant firing some 4,500 employees or one-fourth of the
workforce. A large asset consisting of customer care telephone centers
located throughout the country was now gone. The huge size of the
contracts presented an image of financial strength.

· From January, 2001 to January, 2002 Nextel stock fell from $30 to
under $8 and the company gave no warnings or explanations for the
decline. Nextel reverted to a tactic that it used skillfully: hiding
behind technology in its public and stockholer relations to appear
positive, new, and successful. Mooney, benefiting from the notoriety of
IBM, his former employer, made several announcements about mobile data
and “enterprise marketing” successes. Nextel even utilized its old stock
speculation standby—merger and acquisition talk.

· Quarterly financial reports in the first half of 2002 were noticeably
sparse and without explanations. Finally, in May, 2002 Nextel released
financial results and its annual report and 10-K for fiscal/calendar
year 2001. Steven Pearlstein of the Washington Post apparently had a
feeling about the situation and wrote an appropriate for the time
newspaper article. In it, William Conway, Nextel’s venture capitalist
CEO, mentions that a reason for the company’s action was a fear of
shareholder lawsuits. The Pearlstein piece only told part of the story
in that it failed to tie insider trading into the events and it did not
mention lay-offs, losses by ex-employees, and the tremendous losses
suffered by shareholders not in the know.

· On 5/24/02, about two weeks after the 2001 disclosures and the
Pearlstein story, late in the day on the Friday before the long Memorial
Day weekend, NII Holdings Inc. filed for bankruptcy protection. Nextel
made its first statement on NII basically saying that the worst was
over.

· In July 2002 Nextel announced its first profitable quarter ever. The
stock price has risen steadily since. At lows below $4 William Conway
began accumulating his personal holdings in Nextel stock.

On 9/19/02 Jim Mooney unexpectedly resigned and eleven days later he was
gone. In 2001, having worked at Nextel only nine months out of the year,
Mooney reached number fourteen on the Post’s income list at over $13
million.
During this period up until Spring, 2002, with the stock price
approaching all-time lows and ex-employee options expiring, Nextel
steadfastly refused to communicate the NII situation to shareholders.
The most severe problems seem to have occurred during 2001, and that is
the fiscal period during which they were written-off, but not a word was
said then. Instead, company communications during this period can best
be described as “spin.” Numerous press releases, articles, and public
relations pieces were devoted to joint ventures, new products, awards,
and outside contracts and company performance was always reported
positively. An example of this deceptive communications approach is a
news story on a pilot project with XSVoice, an “Internet streaming audio
company” announced in the The Nashville Business Journal on 11/16/01.
Overall, the communications effort was effective at hiding, rather than
explaining, the problems at NII.

These events—the general discrepancy between company communications and
actual events—are shown graphically in the attached timeline charts
(timeline charts). Exhibit 1 contains the major events that occurred
during this period and Exhibit 2 summarizes Nextel public announcements.

Shareholder Communications

During the period of the NII bankruptcy, with Nextel stock falling from
around $10 to under $3, information provided to stockholders was more
deceptive than it was informative. Outside of annual report and 10-K
mailings—which are not timely and per the Washington Post exposé were
highly suspicious in Nextel’s case—there were no direct communications
with stockholders.

While it is certainly not a proactive, uniform disclosure to
stockholders, the Nextel investor relations website provides an
incriminating look into the real story. This is the best and most
up-to-date information available to stockholders. It is, in essence, a
concise disclosure of Nextel’s shareholder communication plan, including
the strategy behind it.

The following chart contains Nextel investor relations press releases,
from Nextel's website, during the period of stock lows and the NII
bankruptcy. This is a period in which the company would lose almost $2
billion due to NII, in addition to the approximately $1 billion it was
losing annually through operations. It is also a period in which Nextel
would lose ownership control of its international properties, arguably
among its most valuable assets. Almost all of the “releases” are
marketing promotions, most of which—e.g., partnerships with United
Airlines, Federal Express and IBM, developer contests, and new
products—are of almost no significance to stockholders. Some of these
deals were subject to drastic changes and others never happened at all.
The announcements are basically sales hype and an attempt to impress
stockholders with new technology. The chart contains no mention of NII
until Memorial Day weekend 2002 and the actual filing for bankruptcy
protection. The gigantic staff reductions are reported in the 1/18/02
and 1/23/02 blurbs. Operational and financial releases during this
period began to report just domestic results and are designed to
highlight potential positives going forward instead of explaining
current conditions relevant to shareholders. Finally, also included in
the chart, is an announcement for an investor relations conference call,
a communication method that reveals a lack of fair disclosure to all
Nextel stockholders.

Nextel Investor Relations Communications, 10/30/01 – 6/3/02

10/30/01  Nextel and United Airlines Announce Marketing Partnership
02/05/02  Nextel Pre-Announces Solid 2001 Domestic Results

11/05/01  Nextel Expands Java-Enabled Offering With Two, New 4-in-1
Phones   02/12/02  Nextel and Air2Web Partner to Deliver Wireless
Business Solutions

11/09/01  Nextel Names Tim Bryan to Board of Directors   02/19/02
Nextel Teams with XSVoice to Become First Wireless Carrier to Provide
Access to Live Streaming Audio

11/21/01  Nextel Proposes Public Safety Spectrum Swap; Public Safety
Spectrum Allocation Would Double; Proposal Facilitates Enhanced
Interoperability Among Public Safety Agencies   02/21/02  Nextel Reports
Record Domestic Financial Results For 2001

11/28/01  Nextel Launches Enterprise Java Developer Contest   02/27/02
Nextel Communications Will Underwrite '9/11,' Eyewitness Story Of The
World Trade Center Attack, Sunday, March 10 On The Cbs Television
Network

12/11/01  Nextel Expands Content on Nextel Online; Real-Time Wireless
Web Access From Your Nextel Internet-Ready Phone   03/08/02  Nextel
Communications Announces Public Service Messages for '9/11,' Eyewitness
Story of the World Trade Center Attack, Sunday, March 10 On the CBS
Television Network

12/17/01  Nextel, Nextel Partners Reach Milestone of Serving Top 100
MSAs in the USA   03/25/02  Nextel to Market Color Display Java Phone;
New Technologically Advanced Java Technology-Enabled Wireless Phone
Brings Color to Business Applications

12/19/01  Nextel and ALEPH Partner to Provide Advanced Wireless Data
Applications for Ground Transportation Companies   03/27/02  APS
Wireless, Nextel Go to Bat Against Lou Gehrig's Disease; Will Make
Donation To ALS For Each Phone Bought in April

01/04/02  Nextel `Anti' Advertising Campaign Showcases Nextel Direct
Connect, Nextel's Built-in Digital Two-way Radio

04/01/02  Nextel Expands Java Technology-Enabled Phone Line to Include
New Rugged Design

01/07/02  Nextel, Inciscent Collaborate to Provide Wireless Solution for
Network Management   04/03/02  Nextel to Host Conference Call

01/10/02  Nextel, QUALCOMM and Motorola to Expand Direct Connect
Services to Third Generation CDMA Networks Worldwide   04/16/02
Motorola Successfully Completes Software Test of New Vocoder for
Nextel's iDEN-R- Network

01/16/02  FedEx Now on Nextel Online Wireless Portal; Subscribers Have
Easy Access to FedEx Tracking, Location Information   04/17/02  Nextel
Reports Strong First Quarter 2002 Results

01/18/02  Nextel Communications And IBM Announce Strategic Alliance for
Wireless Solutions and Customer Care

04/22/02  Nextel and Motorola Introduce New Handset; The i30sx
Feature-Rich Mobile Phone Offers Value and Simplicity

01/23/02  Nextel Awards EDS $234 Million Contract to Manage Nextel's
Information Technology Infrastructure   05/01/02  Nextel Offers
International Travelers Two New Phones; With Motorola P280 and v60,
Nextel Customers use iDEN technology in United States and GSM Abroad

01/24/02  Nextel, RIM and Motorola Agree To Produce Voice-enabled
Handheld   05/02/02  Nextel and Giuliani Partners Announce Strategic
Alliance To Improve Public Safety Communications

01/30/02  Nextel's Tim Donahue to Open Nasdaq on Company's 10th
Anniversary of Trading; Announces February 21 Earnings Call   05/14/02
Nextel Launches Faster Wireless Access to Web Content and New Wireless
Modem Device; Data Compression Solution Accelerates Industry's Largest,
Nationwide 2.5 G Network

01/31/02  Dynamic Mobile Data and Nextel Sign Agreement to Market
MobileDispatch   05/24/02  Nextel Communications' Comment on NII
Holdings' Announcement of Restructuring Terms

01/31/02  Nextel Wireless Internet Service Voted Best in U.S.; Nextel
Customers Rank Company's Data Offering Higher Than All Other Providers
06/03/02  Nextel Honors 2002 VITA Wireless Samaritan Award Winners from
Pennsylvania, New Jersey, Connecticut and Washington, D.C.

   06/11/02  Nextel CFO Comments on Strong Operating Trends in Second
Quarter
The preceding chart provides a simple, unambiguous look into the
information that Nextel selectively provided to investors. It is, in
essence, its communications blueprint. Overall, it contains an air of
self-promotion and circumvention. Again, this was a crisis period that
may have been the worst in the company’s history.

This information was especially misleading given the massive layoffs
that took place at Nextel both before and during this period. Exhibit 3
(timeline charts) shows the actual and estimated dates for the
expiration of ex-employee stock options. Clearly Nextel reaped savings
due to non-redeemed, worthless ex-employee stock options.

This is a look into the deception that can occur in modern corporate
public and investor relations. In this case one event in particular, the
bankruptcy of NII Holdings, Inc., aka, Nextel International, provided a
specific set of circumstances that put this behavior over the top, that
turned a lack of disclosure into something potentially criminal.
Ultimately, the events can be directly converted into dollars, more
specifically, losses in stock options by ex-employees, losses
attributable to individual and institutional investors, and, as
described in the following section, insider gains by selling before this
period and by buying at low points. It is possible to quantify the
figure, but regardless, it is clear that some (insiders) profited while
others—outsiders, or all others—lost.

Nextel Insiders

If the first part of this story is about deceiving stockholders—and
causing them to suffer losses—this second part is about insider
profiteering.

Corporate Governance

Nextel was, and may still be, an oligarchy in terms of its steep,
hierarchical managerial structure, its ownership, and especially its
inner circle of those in the know, consisting of the board and the
highest-level executives.

Its ownership and director make-up could not be more complicated. Craig
McCaw and his Eagle River Holdings, Digital Radio, and other affiliates
owned approximately 15-20% of the stock; the situation is so complex
that Mr. McCaw’s exact holdings are difficult to determine. Motorola,
Nextel’s largest supplier, owned another 14%. Some 70%—the overwhelming
majority of the remaining shares—were institutionally owned and the
company only had about 2,000 shareholders altogether. Senior executives
in particular receive huge awards of both shares and options, and
through various other deals, investments, and redemptions the number of
shares grows rapidly. The company had approximately 800,000,000 shares
in March, 2002 and now has over one billion.

In April, 2002 the company had seventeen “directors and executive
officers,” of which only thirteen were mentioned by name in its proxy
statement. Of those named, several were McCaw associates, one
represented Motorola, there were a few outsiders—seemingly chosen to
support management—and the rest were Nextel executives. Jim Mooney and
Paul Saleh, both of whom joined the company well into 2001, immediately
joined this inner circle.
Nextel Stock

Nextel’s deceitful PR machine, its insistence on saying positive things
while failing to take responsibility for the negatives, its efforts to
conceal the bankruptcy of NII Holdings, its massive layoffs with their
attendant stock option expirations, and the overt greed of its
executives caused unnatural, non-free market influences on Nextel stock.
Thousands of investors may have been negatively affected. With
stockholder information, interviews, sales records, and company layoff
and stock option information, it would not be difficult to piece
together an accurate picture of who suffered, and how.

It is not hard to identify a clear trend of insider trading records
during the period of the NII bankruptcy. A summary of this information
is contained in Exhibit 4 (timeline charts). It is logical to assume
that there could be as many as several hundred more individuals,
employees and cronies, who engaged in similar trades based on non-public
information.

Two individuals’ behavior is especially audacious. Tom Kelly, then chief
marketing officer and now COO, sold shares toward the end of 2001,
shortly before NII missed its first major debt payment to Motorola. At a
dinner, in Sao Paulo, Brazil in December 1998, Mr. Kelly acknowledged
that he was in charge of international marketing and operations, as well
as the Motorola relationship. In 2001 Mr. Kelly had to know that severe
NII problems were occurring, and he redeemed shares. Similarly, William
Conway, Nextel’s board chairman, aggressively bought Nextel stock at its
absolute, historic lows in the Summer of 2002. Based on company events
at the time, these were lows that other investors had no way of knowing
would not be sustained. Mr. Conway surely knew that NII prospects would
soon be resolved and that very soon, as it turned-out, within six weeks,
the company would announce its first quarterly profit ever.

Also in the Summer of 2002, per SEC filings, Craig McCaw entities made
huge “planned sale” announcements but instead Mr. McCaw actually
purchased shares during low points in the company’s stock price.

At the very least investors suffered, and insiders benefited, from
control over timing. Insiders benefited by timing their trades while
other stockholders, investors who had no reasonable way of knowing what
was happening, could not. Such timing is an inherent part of the value
of stock options—particularly ex-employee stock options which are going
to expire—because they have dates associated with them.

The events at Nextel represent a type of scheme that has not yet been
revealed in the myriad of corporate scandals that have surfaced so far.
This one revolves around information provided to stockholders during a
period of extraordinary movement in the company’s stock: The
mismanagement surrounding the failings at NII Holdings created a
potential crisis situation for Nextel stock and, in reaction, company
insiders delayed and concealed this information from shareholders. With
startling audacity senior executives and directors sold and purchased
shares during this period and benefited from the timing of their own
trades.

Afterward

There are really two stories here: the first is the chronology of
misdeeds at Nextel and the second is, at least so far, that they have
been able to get away with it.

Company insiders benefited while other investors, of which I was one,
suffered. I am not an ordinary investor but instead am an MBA-educated
ex-employee with a considerable knowledge of the wireless industry. I am
also extremely inquisitive and spent weeks studying the events described
here, both before and after the collapse of the stock price. Still, I
was deceived and lost a staggering 90% of my investment in Nextel. Logic
suggests that there are others who were also at a disadvantage and also
lost money. It is inconceivable for me to believe that current
employees, especially high-ranking ones or company insiders, lost a
significant portion of their holdings as I did.

Like the Enron and Worldcom atrocities this story about Nextel speaks to
the way the company was run, with inappropriate direction and behavior
coming from the highest levels. Like all the corporate and investment
scandals occurring around us the Nextel story is about people in
positions of great responsibility who shirked their duties and
looked-out mostly for themselves. The culprits are in the news virtually
every day in forms ranging from individual egomaniacs to illicit
dealmakers to corporate plotters. What they share is that they all had
responsibility for others but they put themselves first. By definition
the primary “others” are stockholders.

This is a sad story and it is an unpleasant one to write about. It is
about deception and profiteering and it deals with the bad sides of
people, or worse yet, individuals gone completely bad. It speaks to how
large business organizations, entities that we should hold in esteem
because they are so important to our way of life, can go awry and earn
our disrespect. For those of us who worked in high technology or
telecommunications at the turn of the millennium it disparages an
entire, formerly so promising industry as well as the boom times it
helped create and then destroy.

The situation is getting better due to micro, reactionary efforts such
as law enforcement, media exposés, bankruptcies, etc. This is another
one of those.

This is a story about all of us and it is as much about the time as it
is about the individuals themselves. I may have done it myself. I knew
as much about market demand or rejection of new products as anyone at
Nextel and the information I knew may have guided my trading in company
stock. It would have been virtually impossible not to. I was given stock
options and when they matured and were in the black I was faced with
decisions as to what to do with them. I was an investor and seeking
return was my duty. It is the same opportunity and motivation that is
behind bigger, much more significant dollar amounts and blocks of stock.
It is based on trading in company stock based on non-public information.
Supposedly it is illegal.

As an investor this is not the kind of company—one that seeks
individual, not stockholder gain—where I want my money. There has to be
a reason, a bad one, for people to lie. And if they’re willing to lie
for me then they are willing to lie to me. I do not believe they are
going to do well in the long term and I do not want to be a part of it.
Lying is a lousy precedent.
In this case the wrong people were too greedy. The people whose job it
is to look after everyone didn’t do that and they didn’t give the rest
of us information to make up our own minds, to look after ourselves.
There is more evidence suggesting that their primary motivation was
themselves than there is that they cared about stockholders. In the
meantime they have increased their stake and they sit prepared, ready,
willing, and able to do it again.

What happens after the story is a big part of this story. When it
happened everyone—the media, stockholders, employees, and government
watchdogs—was deceived. The Washington Post and Mr. Pearlstein partially
exposed the situation in May of last year and the SEC was alerted; but
still, nothing happened. I remember frequently looking to see if Nextel
would sign-off on its financial statements, to find out if there were
any stockholder uprisings or class action lawsuits, and to see if anyone
else had figured out the deception as I did. I do not understand how
they can get away with it. Now that the story is out let’s take a good
look at what happens next.

CURRENTLY SEEKING PERMISSION TO ATTACH THE 5/12/02 WASHINGTON
POST/PEARLSTEIN ARTICLE,
EITHER FULL TEXT OR LINK, HERE
© 2003, 2004 Peter C. Pfeiffer

http://www.theresearchsource.net/canon3.htm
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