nytimes.com
January 21, 2001
How Missteps and Overreaching Dimmed Lucent's Promise
By SETH SCHIESEL
This article was reported by Alex Berenson, Simon Romero and Seth Schiesel, and was written by Mr. Schiesel.
For a company the size of Lucent Technologies, which had $33.8 billion in revenue in its last fiscal year, $20 million is not a lot of money. At least it wasn't until last August.
That was when Mahesh Ganmukhi tried to collect the final payment that Lucent owed him for buying his optical communications start-up.
Lucent, the world's biggest maker of communications equipment, had bought control of Mr. Ganmukhi's company, Ignitus Communications, for $105.6 million in April. Four months later, Lucent shut down the main Ignitus project and said it would pay Mr. Ganmukhi $20.25 million on Sept. 1, according to a lawsuit filed by Mr. Ganmukhi in federal court in Boston last fall.
But on Aug. 31, the company asked Mr. Ganmukhi to defer his payoff until Oct. 1 because of "accounting and financial reporting considerations," the lawsuit said.
As it happens, Lucent's fiscal year ends in September. Deferring the payment until October could have allowed the company to keep the $20 million on its books for the year. Lucent, its stock decimated and about to miss its financial targets yet again, apparently wanted that $20 million.
Lucent disagrees. "It certainly had nothing to do with meeting the financial reporting requirements for the fourth quarter," said Kathleen M. Fitzgerald, a spokeswoman. In late December, Lucent settled the suit for undisclosed terms.
In any case, on Oct. 10, Lucent announced that it had missed its financial targets for the quarter that had just ended, the third of what would become four warnings last year. Within weeks, Richard A. McGinn — Lucent's chairman and chief executive and hero of the information revolution — was dismissed from his job, a victim of his own, and Wall Street's, outsized expectations.
In a humbling turnabout for a company that emerged from AT&T in 1996 and soon outperformed Ma Bell, the company's éminence grise and former chairman and chief executive, Henry B. Schacht, has returned to his old jobs. And last month, Lucent said it would restate its financial results for the quarter ended in September by reducing revenue by $679 million, essentially because the company had been too aggressive in recording sales. Its stock, which made its debut at a split-adjusted price of $6.38 on April 4, 1996, and soared as high as $79.58 on Dec. 10, 1999, closed on Friday at $20.56.
When Lucent announces its quarterly results on Wednesday, Mr. Schacht, 66, intends to reveal the details of his restructuring plan. It will include layoffs, a significant charge, a revamping of the company's internal computer systems and other changes in the operational structure.
Lucent has acknowledged that it made a bad technical bet, falling behind in the crucial optical communications sector. In fact, had Lucent succeeded in the optical arena, Mr. McGinn might still have his job. But Lucent's problems went far beyond technology and included unrealistic expectations, too much bureaucracy, falling morale and a failure of internal executive oversight.
A Fateful Meeting
In several important ways, the trouble started on Sept. 17, 1998.
"That's when the arrogance began," said Steven D. Levy, chief communications equipment analyst at Lehman Brothers, who saw the problems coming as early as 1999.
As Mr. McGinn met that day with analysts and investors at Lucent's headquarters in Murray Hill, N.J., he was flying high. No longer concerned that buying AT&T's equipment meant subsidizing AT&T phone operations, potential customers who had previously shied away were ready to deal. Press coverage was glowing.
Apparently believing that he had left behind Lucent's musty Ma Bell past and remade the company into a digital dynamo, Mr. McGinn, according to financial analysts who were there, said Lucent would grow by as much as 20 percent a year.
"If you turn your head and mind back to fall of '99, early 2000, the market was valuing revenue growth, and revenue growth was the mantra for our industry," Mr. Schacht said in an interview last Wednesday. "Everybody in this industry was revenue-driven. And it didn't work."
At first, Lucent was able to meet Mr. McGinn's targets; the company grew by 20.4 percent in its fiscal 1999. But in little more than a year, Lucent began cannibalizing itself as it tried to make the numbers.
At the higher reaches of the communications equipment business, list price does not mean much. The biggest customers for companies like Lucent and its archrival, Nortel Networks of Canada, spend hundreds of millions, if not billions, of dollars a year on their products. Big customers get big discounts, especially when suppliers are trying to make year-end sales targets.
"We first saw this issue at Lucent at the end of 1999," said an executive at one of Lucent's biggest customers, speaking on condition of anonymity. "There's always some deal at the end of December and everyone does it. But Lucent did it to an extreme in the fourth quarter of 1999. Typically, you're dealing with discounts of 10 to 15 percent in the last days of the year and in Lucent's case they were probably coming in closer to 20 to 25 percent."
The discounts did not help much. On Jan. 6, 2000, Lucent announced that it had missed Wall Street's per- share earnings targets for the previous quarter by more than 25 percent.
But Lucent's new aggressiveness went beyond the size of the discounts.
"They offered discounts not only for that quarter but also on stuff that we were going to buy in 2000," the customer said. "That was a huge change. We typically had not received future discounts, only on the stuff we were going to buy right there and then."
As Mr. Schacht put it, "As we got further and further behind, we did more and more discounting." That, he added, threw the sales force and manufacturing operations crew out of sync.
Besides the shortfall in its optical group, which failed to keep up with Nortel, Lucent faced another big cash crunch: it lost about $2 billion in expected revenue from two of its biggest clients, AT&T and the government of Saudi Arabia, which slowed aspects of their overall spending and moved some business to Lucent's rivals.
Soon, Lucent's discounting caught up with the company.
"There was a conscious decision made to meet the revenue growth, to try and meet the revenue growth by pushing and pushing, which resulted in increasingly heavy use of discounts to pull forward the profits of our existing business with the expectation that our new businesses would fill in the hole that was created," Mr. Schacht said. "When the new business to fill in the hole wasn't created, you darn well wish you hadn't discounted the way you had."
Too Many Cooks
Lucent's complex internal structure, with its competing fiefs, did not help matters. Some customers threw up their hands as different Lucent divisions battled one another to make sales.
Lucent had broken itself up internally on purpose, in the hope of creating smaller, nimbler units, each with its own leaders.
"Not surprising, they said, `Well, if I'm a general manager, I need my own P.& L.' and `I'm going to run this as if I owned it' and `Get out of my way,' " Mr. Schacht said, referring to profit and loss responsibility. "And so they each had their own market organization. Then very quickly they each had their own sales organization. They had their own plants. They had their own purchasing agent."
Mr. Schacht said that if the company had sustained its revenue growth target of 20 percent, it could have supported such a structure.
Roderick K. Randall saw the problems firsthand. He had begun his career at Lucent's Bell Laboratories, left to help found a company in 1987 and returned to Lucent in 1998 when it acquired Ascend Communications.
"It was very hard to get agreement or cooperation between different units," said Mr. Randall, who before leaving to join a venture capital firm last year was chief marketing officer for Lucent's biggest unit, which sells equipment to communications carriers. "An example? Take a look at the softswitch."
To outsiders, Lucent has said a lot in recent years about its effort to make a "softswitch," a communications switch that can be programmed by outsiders, in somewhat the same way as a personal computer can be programmed by anyone who learns how. But there was not just one softswitch.
"There were several softswitch efforts: some from Ascend, some from Lucent, some from Excel," Mr. Randall said, referring to Excel Communications, a company that Lucent acquired in November 1999. "There was one from the research division, one from the next-gen product division, one from the switching division; there was one from an internal Lucent ventures division, one from the wireless division. Oh yeah, and there was one from the optical division, all different flavors."
(Last week, Lucent announced that it had developed its "second generation" softswitch.)
Mr. Randall, who said he is in a dispute with Lucent over an outstanding bonus payment, recalled an experience with a large local phone company that wanted to build an advanced network to carry both voice and data: "They said, `I fully understand what Nortel is doing and I fully understand what Cisco is offering, but I'm confused on what Lucent is actually offering, because I've heard different descriptions of the same solution from different Lucent teams.' "
Mr. Randall said he did not know whether the customer ended up buying Lucent's gear or not.
Behind and Under Pressure
Lucent has been frank about its missteps in the optical communications business. Beginning in 1996, the company ceded the high ground in the optical market to Nortel, which took a commanding lead in developing a new generation of equipment that could transmit 10 billion bits of information a second.
In fact, Mr. Schacht said that if the company had succeeded in the optical area, Lucent's other problems would not have become so important. "Hit optical — you can have this debate about managerial mechanisms later," he said.
But there were human costs, as well as financial ones, to the optical mistake. Tales of anxiety are common in the telecommunications industry. But the story told by Elaine L. Webb, a 13-year Lucent employee who was a senior manager at Lucent's flagship optical factory in North Andover, Mass., goes a bit beyond the ordinary.
In an affidavit she filed in support of 10 former co-workers who were sued by Lucent after they quit to join Cisco Systems, Ms. Webb said that between 1997 and 1999, conditions at the plant grew steadily more stressful. Ms. Webb said that in March 1999, Eldred F. Newland, the plant's manager, demanded that North Andover double its optical production.
To help meet that goal, she said, Mr. Newland held staff meetings at 6:30 every morning, including Saturdays and Sundays. "He would yell at people during these meetings that we were not going to meet our goal of doubling production for the month of March 1999," the affidavit said.
"The stress was so severe that there were days that it took me quite a while to get out of my car in the parking lot," Ms. Webb said in the affidavit. Over one month, she said, she lost 20 pounds.
Carolyn Collins, director for inbound logistics at the North Andover plant, said she has had a different experience with Mr. Newland, who declined to comment. "He expects to understand different aspects of the business, but I never felt abused," she said. "In fact, I feel like I've been very well treated."
Ms. Webb, who took a leave of absence in April 1999, after helping to meet the production goal, resigned from Lucent last May without having returned to work, after former co- workers told her that stress at the plant had only increased.
"Lucent was burning people up," Ms. Webb said in an interview earlier this month.
Ms. Webb was not the only one leaving Lucent. In December, for example, 2,000 employees left the company, according to Tom Lauria, a former Lucent executive who is now an analyst at ING Barings. Lucent said that half the total retired or left at the company's instigation. Nevertheless, over the last year, Lucent has lost some important managers.
Morale fell so much that it attracted the notice of rivals. Last August, Nortel's Qtera unit flew a plane over Lucent's huge buildings in Holmdel, N.J., with a banner trailing behind it. It read, "Are your options losing altitude? careers@qtera.com."
Ethical Gray Areas
Perhaps the most confounding aspect of Lucent's slide was the apparent deterioration or absence of internal controls. The company never developed systems that allowed the necessary visibility into its sprawling operations, as Mr. Schacht acknowledges. That is one big reason that the company kept missing financial goals.
Lucent also appeared to lack sufficient controls over its people and over personal investments by executives that might be viewed as posing conflicts of interest.
The tangled tale of Lucent's investment in a Swiss company called Fantastic offers a prime example. In June 1999, Lucent agreed to become a reseller for Fantastic, which develops software to send data over high- speed networks. Over the next six months, Lucent bought $10 million worth of Fantastic software, representing more than 40 percent of Fantastic's revenue that year.
As part of the deal, Lucent also bought a small stake in the Swiss company, Lucent said. In a 1999 securities filing in Germany, Fantastic said it sold two million shares (adjusted for splits) for about $8 million to a "strategic business partner" — Lucent.
But Lucent was unable to find any buyers for the $10 million of Fantastic's software, according to two former Lucent executives, both of whom spoke only on condition of anonymity. Representatives of Lucent and Fantastic said this month that they had gone on several "joint sales calls," but declined to name any Lucent customers who bought the software.
Neither Lucent or Fantastic would discuss details of the contract between them. But it may have given Lucent the right to return the software to Fantastic as unsalable, a fairly common condition in the communications industry.
If Lucent had returned the software, Fantastic probably would have had to restate its 1999 revenue, lowering it to $13 million from $23 million. That would have hurt the value of Lucent's stake in Fantastic's stock, which had soared after Fantastic's public offering in September 1999 on Germany's Neuer Markt.
But Lucent did not return the software. In March 2000, when Fantastic's shareholders still believed that the partnership was a commercial success and Fantastic's stock was trading for about 35 euros — or about $35 — a share, Lucent sold its Fantastic shares for a profit of roughly $50 million. Lucent, meanwhile, wrote off the software as worthless, according to one former Lucent executive, also speaking on condition of anonymity. Lucent would not comment on whether it wrote off the software.
Last month, after missing its sales forecasts for the second time in 2000, Fantastic announced that it would lay off 30 percent of its employees. Fantastic stock now trades at 3.12 euros — less than $3.
Lucent was not alone in profiting from the Fantastic deal.
Harry J. Carr, vice president of Lucent's broadband carrier networks group, the unit that dealt with Fantastic, also invested privately in the Swiss company. In an interview, Mr. Carr said that after making his investment, he recused himself from all Lucent matters related to Fantastic. He added that he fully followed Lucent's rules about personal investments at the time, including disclosing his investment to the company.
Mr. Schacht would not comment on the Fantastic situation. But he said Lucent executives are now barred from investing personally in the company's suppliers or customers. "I'm not making any accusation or even any statements about doing it, because I have no evidence to suggest it hurt anything," Mr. Schacht said. "I just think it's borrowing trouble and I prefer not to do it. So we've stopped it."
Meanwhile, another Lucent employee was able to violate the company's rules.
Winstar Communications Inc., a local communications carrier, has been a significant Lucent customer for years. In Lucent's fourth fiscal quarter, which ended in September, Winstar bought some software.
Winstar was simply taking advantage of a good deal. The problem was that Lucent's finance officials did not know just how good a deal it was.
After Mr. Schacht took over, he ordered a comprehensive review of Lucent's sales accounts. It turned out that a senior salesman who focused on smaller carriers had offered Winstar discounts on future purchases as part of the fourth-quarter deal, according to people close to the inquiry.
But the salesman hid the discounts from Lucent's finance team and did not subtract their value from the revenue he reported to headquarters. When the deception was discovered, Lucent revised its quarterly revenue downward by $125 million to reflect the discounts.
Winstar declined to comment. It does not appear that the salesman, who Lucent says was dismissed, was trying to enrich himself through enhanced commissions. Rather, it appears that he simply went too far in trying to help the company meet its revenue targets.
The Winstar fiasco appears to have been unique. Nonetheless, the episode speaks poorly to the company's previous control system and, perhaps even more tellingly, may reflect the pressure that the company's sales force came under as Lucent struggled to meet its financial goals.
While refusing to comment on specifics, Mr. Schacht said, "In one case out of hundreds of transactions, one person did something they shouldn't have done."
Picking Up the Pieces
The most unfortunate aspect of Lucent's travails is not Mr. McGinn's dismissal; though he has not completed a severance agreement, he is entitled to a pension of about $1 million a year. It may not even be the disappointment of employees and shareholders who watched Lucent's stock price wither; adjusted for splits, Lucent's shares are still trading at roughly three times their initial value.
Instead, the most unfortunate part may be that the recent problems can obscure the company's legitimate accomplishments since its split from AT&T in 1996.
In its final year as part of AT&T, the operation now known as Lucent had revenue of $21.4 billion. In fiscal 2000, that figure was $33.8 billion. When it emerged from AT&T, Lucent had a minimal international presence. Now, overseas customers account for about 34 percent of the company's sales. Five years ago, Lucent had no business to speak of in providing equipment for the Internet and other sorts of advanced data networks. Now, Lucent's data operations generate almost $5 billion in annual sales.
In a statement, Mr. McGinn said only the following: "The past 24 months have been a period of enormous capital investment by communications carriers worldwide. While many divisions were growing smartly and taking share, Lucent did not sustain its marketplace leadership when it missed a critical product cycle in optical systems. As investment recovers, Lucent will reassert itself because of its R.& D. strengths and the quality of its people."
Mr. McGinn, the man in charge at the time, must ultimately bear the lion's share of the responsibility for Lucent's troubles. The company's board must also share some blame, though Mr. Schacht, a director from Lucent's outset, dismissed the suggestion that the board should have known more and acted sooner.
Pointing out that Mr. McGinn had driven Lucent's market value to more than $270 billion (it is now worth about $70 billion), Mr. Schacht said: "In retrospect, when you change your C.E.O., you always wish you'd done it sooner. But does a guy who's delivered that kind of performance get to miss a quarter? Darn right. Would any board, having been delivered that kind of performance, move sooner? I don't know."
Perhaps. But the warning signs should have been clear. The ever more aggressive discounting, the company's weakening balance sheet and the missteps in optical networking were signposts on the road to trouble.
Now Lucent must deal with that trouble. On Wednesday, it expects to announce a loss for the most recent quarter on revenue about 20 percent lower than in the year-earlier period. While the number of layoffs is unclear, a restructuring charge will probably come to hundreds of millions of dollars, at least.
Lucent has hired a search firm to find its next chief executive. Mr. Schacht, however, has shown no eagerness to get back to being solely the chairman of Avaya Inc., a Lucent spinoff, and a director of many companies including The New York Times Company. And it is at least possible that he will still be running Lucent at this time next year. Until he leaves, he will certainly have enough to do, and he knows where he wants to go.
"I've gone to see all the major customers domestically," Mr. Schacht said. "And it's really interesting, because they all say, `We want you back in the game.' And that's a phrase we started using internally, `Let's get back in the game.' "
KJC |