And now, part 3 of the tragedy of MicroStrategy...but first, let's see what Luc's compassionate real-time response was to the trials and tribulations of Mikee Saylor:
Message 13239105
....and Heinz's prescient rejoinder:
siliconinvestor.com
washingtonpost.com
DOT-COM HALO : The Rise and Fall of Michael Saylor
Once Defiant, MicroStrategy Chief Contritely Faces SEC
Part I
Tycoon: Michael Saylor had a vision that was not just about software. For a while, everyone wanted to be a part of it.
Part II
Damage control: Forced by outside accountants to revise MicroStrategy's books, Saylor and his board struggle to keep the company afloat.
Part III
Facing the SEC: Saylor maintained that Microstrategy's mistakes had been negligible. But unless he admitted some fault, his problems were going to be worse.
Part IV (Wednesday)
Aftermath: "I made the mistake of being passionate and idealistic. ... That was my sin."
Timeline in Headlines: At the peak of the Internet bubble, MicroStrategy's Michael J. Saylor was worth an estimated $13 billion and was predicting his company would be key to transforming Americans' every day life through technology. Two years later, those ambitious plans are on hold as Saylor and his firm struggle to navigate the dot-com bust.
By Mark Leibovich
Washington Post Staff Writer
Tuesday, January 8, 2002; Page A01
Shortly after March 20, 2000, the worst day of Michael Saylor's life, one of his blue-chip Washington lawyers, Brendan Sullivan, promised him that everything was about to get worse.
This was just after MicroStrategy Inc., the company Saylor led, had been forced to issue a "restatement" of its recent financial records, effectively turning two years of profits into two years of losses; it was after the company's stock price fell from $226.75 to $86.75 a share in a single day of trading.
"This is going to be like getting on a raft at the top of the Grand Canyon," Saylor recalled Sullivan telling him. "You're going to go all the way to the bottom and you're going to hit rapids every step of the way. And you just gotta hold on."
Still, Saylor was defiant, even after MicroStrategy's shareholders lost a collective $11.1 billion in a single day. "Mother Teresa never quit during a down quarter," he told Reuters on March 20, "and what we're doing is just as important." He maintained that MicroStrategy's mistakes had been negligible. He told friends that his company had been the victim of "bean-counter sophistry" from its auditors, PricewaterhouseCoopers, and from the "jackals" in the press.
But there was something Saylor feared – the Securities and Exchange Commission. Its chairman, Arthur Levitt Jr., had placed a high priority on scrutinizing corporate accounting standards, especially for the fast-growing technology firms. To have an SEC investigation pending for months, or years, can kill a young firm, especially a cash guzzler such as MicroStrategy, which needed to raise money in the aftermath of its aborted $2 billion stock offering. The SEC, Saylor would say in his preferred "Star Trek" parlance, could "vaporize us."
On April 13, MicroStrategy announced that the commission had begun an investigation into its accounting practices. The same day MicroStrategy also disclosed that it had overstated revenue for the previous three years, not just two.
Nearly all SEC investigations end in a settlement. But just the idea of it ran counter to Saylor's natural impulse to fight. His attorneys warned that fighting was a bad idea if he wanted the keep control of his company; MicroStrategy's fate and that of its founder, they said, would depend largely on Saylor's ability to abide compromise and show contrition. Whether that was possible was not yet clear.
The SEC had a team of five lawyers and two accountants working on the MicroStrategy case. It was led by Gregory S. Bruch, a Stanford-trained investigator, who is described by a former colleague as an "aggressive do-gooder" determined to "teach lessons in the interests of public good."
Bruch (pronounced "Brew"), a former Eagle Scout from Independence, Mo., often expressed bemusement at the arrogance of the new-technology zillionaires of the period. During the MicroStrategy investigation, Bruch read many of Saylor's internal e-mails and was amazed at some of the things that seemed to preoccupy the entrepreneur: finding the right person, for example, to compile his speeches and ideas and write a history of the company.
Explanation Questioned
After the restatement, Saylor's explanations of MicroStrategy's accounting problems began to sound increasingly dubious to many of his own executives. In the first weeks after March 20, executives recall, Saylor had relied on a simple, two-pronged excuse: "Software accounting is complicated" and "The auditors were signing off." But many people within MicroStrategy were beginning to think the company was wrong, at least on the timing issue – the easy-to-discern notion that company officials had counted certain deals in quarters that they knew had ended when the deals were signed.
Saylor himself was on record as saying he knew the practice was wrong.
"There's a difference between 11:59 and 12:01, the last day of March," Saylor said in a Washington Post interview in June 1999. "One of them is you go to jail if the thing gets signed at 12:01 [and you record it the day before]. One of them is the stock is up $500 million and the other one is you've just torched the life and livelihood of a thousand families."
It had become apparent, largely through statements from some MicroStrategy customers in the press, that the company had made a practice of "turning the clock back" at the end of certain quarters. Or it was operating by a flawed clock. Either way, not everything could be blamed on PricewaterhouseCoopers.
While his attorneys, particularly Jonathan Klein, the company's general counsel, told Saylor to stop talking to the press, Mark Bisnow, the Washington political veteran who became Saylor's personal publicist, told Saylor that candid apologies would be his best strategy and the quickest route to rehabilitation.
Bisnow cited the example of Sen. John McCain (R-Ariz.), who was then challenging George W. Bush for the Republican presidential nomination. After McCain was tainted in the Keating Five scandal of the early 1990s, he transformed himself into what Bisnow called "the gold standard of integrity." McCain achieved this by repeatedly admitting his mistakes, Bisnow said.
"Everyone knows you're brilliant, but the one thing everyone comments on is your need for humility," Bisnow wrote in an e-mail to Saylor in April 2000. "A lot of people, especially in the high tech industry, know that accounting issues are complicated. . . . Now is the time to show that this is a time of great education for you, that you are prepared to emerge a new person from this experience."
Saylor enjoyed the McCain parallel, Bisnow said. But Bisnow became frustrated that Saylor ignored the part about admitting wrongdoing. Saylor himself said he never felt the comparison was fully "appropriate" to his own situation.
Saylor saw himself as an outsider snared by the Washington culture. "I come from a naive, sort of a lower-middle-class family," he said later. "I didn't understand the media. I didn't understand politics. If I were a Kennedy, I would get it." He told one associate that "Janet Reno would not rest" until she indicted him.
Before appearing at a shareholder meeting that June, Saylor became furious at a speech that had been prepared for him by MicroStrategy's vice president of marketing, Joe Payne. The speech had a penitent tone and included an apology to shareholders.
"I'm not saying this," Saylor said to Payne, shaking his head. "It makes it look like I did something wrong."
But Saylor read the speech verbatim, in a flat monotone like a hostage forced to speak on TV. Shares of MicroStrategy jumped $3.88 that day, closing at $42.44.
Running Out of Cash
Meanwhile, his company was running out of cash. Within a few weeks of MicroStrategy's restatement, the company fell out of compliance with the conditions of a credit line it held with Bank of America. This forced Saylor to personally guarantee the terms of the company's lending, an unusual move by a chief executive, and also a sign of Bank of America's unease with MicroStrategy's financial status. The previous fall, Saylor had liquidated $42 million of his stock assets – his only personal stock sale to that point. The sale provided a thin cushion for MicroStrategy, which needed $6 million just to meet its payroll every two weeks, according to a company source.
Saylor, despite his enormous stock holdings, was vulnerable to personal bankruptcy unless the company could raise money fast – and ongoing SEC investigations are no selling point.
In June, MicroStrategy sold about 4 percent of its outstanding shares and accepted a $125 million investment from a group led by Promethean Asset Management LLC of Chicago. But the Promethean investment hurt MicroStrategy in the long-term because of a provision that allowed Promethean to gain more shares if the company's stock price dropped after the purchase date – which it steadily did. In investment circles, such provisions have been called "death spirals" because a firm's stock price often falls after taking on such financing, and as the price drops, the company has to issue more stock. MicroStrategy was eventually forced to renegotiate the deal.
But in June 2000 the Promethean deal provided MicroStrategy with a temporary life jacket. Saylor, however, was increasingly scared for his job.
Bruch was convinced that MicroStrategy's top executives should be held responsible for the accounting problems that led to the restatement of results. "This was not a case of incompetence," Bruch said in an interview, referring to Saylor, MicroStrategy co-founder Sanju Bansal and Chief Financial Officer Mark Lynch. "These were not bumblers. They're smart guys. If there were errors made, you expect there to be a random distribution of errors. It wasn't." Rather, he said, there were consistent "errors" made in the company's favor.
Beltway securities lawyers tend to be an incestuous group, often moving freely between the SEC and private practice. A prime example is Harvey L. Pitt. Pitt represented Saylor before the SEC and is now its chairman. Ralph Ferrara, a securities law expert who represented the firm and had shared an office with Pitt at the SEC in the 1970s, also interviewed with the White House for the job, according to sources familiar with those discussions.
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