To: gmccon who wrote (456 ) 5/6/2002 4:56:48 PM From: H James Morris Respond to of 492 It might go busto too. >>May 6, 2002 NEW YORK – Software maker Peregrine Systems Inc. Monday said its two top executives resigned and announced it might need to restate results as part of a probe into accounting inaccuracies involving up to $100 million in revenue. Shares of San Diego-based Peregrine, whose software enables companies to track their assets, fell to penny-stock status as they plunged more than 60 percent to an all-time low Peregrine said the company may have to restate financial results for its fiscal years 2001 and 2002, ended in March, and does not know if it will be able to file its annual report on time with the U.S. Securities and Exchange Commission. "We do not know the scope nor the magnitude of the inaccuracies or when the investigation will be completed," the company's newly appointed chairman, John Moores, told analysts in a conference call. Moores previously served as chairman for a decade. The potential accounting inaccuracies were brought to the attention of Peregrine's audit committee by KPMG, which was hired in April to replace Arthur Andersen LLP as its auditors. The audit committee will investigate whether Peregrine failed to adjust revenue from software deals made though partners, consultants and retailers if a product was returned. These indirect sales account for about 40 percent of the company's revenue. Peregrine's already battered shares fell $1.65 to to 92 cents in late afternoon trading on the Nasdaq. During the past 52 weeks, shares have traded as high as $33.55. Last Tuesday, Peregrine said it would postpone its fourth-quarter and full-year results, because KPMG needed more time. EXECUTIVES RESIGN Moores declined to say anything about the resignations of Steve Gardner as chairman and chief executive, and Matt Glass, who was chief financial officer. Peregrine appointed Executive Vice President Rick Nelson as acting CEO, and made him a member of the board, and named Fred Gerson, CFO of the San Diego Padres pro baseball team, as acting CFO. "There is little, if any, additional information that we can provide at this time," said Moores, who was Peregrine's chairman between March 1990 and July 2000. "It doesn't surprise me," said CIBC World Markets Corp. analyst Brad Reback. "Given the circumstances surrounding the departure and the potential legal ramifications for both the management team and the company." Pacific Crest Securities analyst Brendan Barnicle said he was concerned the company would not rule out investigations into sales it made directly, without third parties. Peregrine joins a list of former Andersen clients facing questions about their accounting, including Global Crossing Ltd. and Enron Corp. Earlier in the year, Peregrine was linked to improper accounting practices by corporate e-mail provider Critical Path, which lead to that company's former president, David Thatcher, pleading guilty to charges of security fraud. Thatcher said he helped conceal a "software swap" with Peregrine to make it look as if the company had actually paid money to Critical Path. In his plea agreement Thatcher said to avoid the appearance the transaction was a software swap, Critical Path and Peregrine prepared separate contracts for each purchase, each paid the full amounts owed and made payments to each other on different days. CASH-FLOW CONCERNS After last week's announcement Peregrine would delay results, Analyst said they were concerned about the company's debt situation and its vulnerability to bankruptcy. "The company has been operating cash flow negative," Barnicle said. "Basically it has not been able to support its operations from the cash it's generating because of all the acquisitions and other things that have gone on." The company said it has slightly less than $100 million in cash and has $227 million in convertible bonds outstanding with a payment due May 15. The company has paid down the balance on its credit line, which it technically defaulted on because its poor results in December violated covenants. "It's a liquidity issue," said Reback, who has rated the stock a "hold," having downgraded it from after the company delayed its quarterly and yearly filing. The company said it did not believe the investigation would affect its sale of its business-to-business Supply Chain Entablement unit. Bids are expected to be submitted within the next two days, the company said.<<