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Base Ten Files Annual Report On SEC Form 10-K.


TRENTON, N.J.--(BW HealthWire)--April 16, 1999--

Base Ten Systems Inc. (Nasdaq: BASEA BASEA Boston Area Solar Energy Association )(the "Company") today announced that it has filed its Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 with the Securities and Exchange Commission.

For its fiscal year ended December 31, 1998, the Company reported a tripling of revenues, to $7,550,000, versus revenues of $2,512,000 for the fiscal year ended October 1, 1997. The 1997 fiscal year was followed by a two-month interim, or "stub," period ended December 31, 1997 to align the Company's fiscal year with the calendar year. During this "stub" period, the Company reported revenues of $181,000.

The year-over-year revenue increase primarily reflected the successful release, in June 1998, of version 2.3 of BASE10(TM) manufacturing execution system

Manufacturing execution system (MES) describes a set of integrated functions within a packaged software system or it can also describe the accumulated functionality within the production management infrastructure of a manufacturing or production company.
 (MES (Manufacturing Execution Software) Software that provides real time access to plant activities that include equipment, labor, orders and inventory. An MES integrates the data with enterprise resource planning (ERP) systems so that management has complete control of ) software; and the release, in September 1998, of BASE10(TM) CS, an analog of BASE10(TM) ME designed for the production execution of clinical trials materials. Other operational developments during 1998 and early 1999 include:

-- the February 1998 acquisition of certain assets from Consilium,

Inc., which broadened the Company's reach into the

pharmaceutical, medical device and specialty chemicals markets;

-- contracts with Pharmacia & Upjohn (June 1998), Warner-Lambert

Company (September 1998), Pfizer, Inc. (October 1998), and others

to license the Company's BASE10(TM) Manufacturing Execution

Systems (MES) and other product offerings;

-- an agreement with Almedica International, Inc., announced in

March 1999, for Base Ten to acquire the Almedica Technology

Group, consolidating Base Ten's strength in the clinical supplies

market; and

-- exclusive preliminary discussions with SELECT Software Tools plc

(Nasdaq: SLCTY), announced on March 31, 1999, to explore the

possibility of a business combination involving the two

companies.

For the 1998 fiscal year, the net loss from operations was $19,020,000 ($2.09 per share), versus a net loss of $22,007,000 ($2.79 per share) (including a net loss from discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
 of $6,027,000, or $0.76 per share) for the fiscal year ended October 31, 1997.

There was also a net loss of $3,936,000 ($0.48 per share) (including a net loss from discontinued operations of $222,000, or $0.03 per share) for the above-mentioned two-month "stub" period.

The increased loss from continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 primarily reflected the costs associated with developing and marketing the Company's manufacturing execution system (MES) software in an industry environment in which the Company's prospective customers must allocate their capital resources among various information-systems-related priorities, including Enterprise Resource Planning See ERP.

(application, business) Enterprise Resource Planning - (ERP) Any software system designed to support and automate the business processes of medium and large businesses.
 (ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. ) and year-2000 (Y2K See Y2K problem and Y2K compliant.

Y2K - Year 2000
) compliance.

In evaluating the terms of the Company's Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
, it was determined that certain redemption provisions precluded those securities from being included on the balance sheet as permanent equity, but rather should be reflected as redeemable securities outside of shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
.

This change combined with the significant operating losses and negative cash flows incurred in recent years by the Company, caused Base Ten to be out of compliance with the $4 million minimum net tangible asset Tangible Asset

An asset that has a physical form such as machinery, buildings and land.

Notes:
This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad.
 requirement for continued listing on the Nasdaq National Market System at December 31, 1998. This technical violation was subsequently cured and the Company is now in Nasdaq compliance.

Note A to the Company's Annual Report on Form 10-K goes on to point to redemption features in the Series B convertible preferred stock, which under certain circumstances would provide the holder(s) of such stock with the right to require the Company to redeem their shares for cash.

Based on all of these factors, the Company's Annual Report on Form 10-K contained a going concern opinion from its independent accountants, PricewaterhouseCoopers LLP LLP - Lower Layer Protocol .

In that Note, the Company states that it is currently negotiating with all holders of the Series B convertible preferred stock described in the 10-K filing to obtain waivers of certain redemption or rescission rights in order to further increase its net tangible assets Net Tangible Assets

Calculated as the total assets of a company, minus any intangible assets such as goodwill, patents and trademarks, less all liabilities and the par value of preferred stock. Also known as "net asset value" or "book value".
 and help ensure the Company's compliance with Nasdaq listing requirements Listing requirements

Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading.
.

If such waivers are obtained, the Series B convertible preferred stock would qualify for classification in permanent stockholders' equity Stockholders' Equity

The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets.
 and thereby increase the Company's qualifying net tangible assets. In such event, management believes that the Company's current liquidity would be sufficient to meet its cash needs for its existing business through fiscal 1999.

However, there can be no assurance that management's efforts in this regard will be successful.(a)

Thomas E. Gardner, chairman and chief executive officer of Base Ten, said: "As described in our Annual Report on Form 10-K, and as we have previously indicated in our public announcements over the past year, we continue to make meaningful progress in implementing the Company's business plan, in meeting the needs of our customers, and in taking the strategic, operational and financial steps we believe are necessary to achieve our primary objective: building the Company's value for all of our stakeholders. As we continue the process of transforming Base Ten from its roots as a defense contractor to its current identity as a leading provider of manufacturing execution systems software to the health care and specialty chemicals markets, we appreciate the continuing support of our customers, business partners, and our loyal and dedicated employees."(a)

Base Ten Systems is a leading software technology company, focused on manufacturing execution systems and services for the pharmaceutical, chemicals and medical products industries. Through installation of BASE10(TM) software, the Company's customers around the world can enjoy more effective regulatory compliance, improved manufacturing flexibility and reduced production cycle time.

BASE10(TM) execution systems are readily integrated with complementary software partners as manufacturers consolidate their operations into global supply chain processes. Learn more about Base Ten Systems by visiting its web site at www.base10.com.(a)

(a)Forward Looking Statements

The foregoing contains "forward looking information" within the meaning of The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Such forward looking statements may be identified by a letter 'a' in parenthesis parenthesis: see punctuation.


The left parenthesis "(" and right parenthesis ")" are used to delineate one expression from another. For example, in the query list for size="34" and (color = "red" or color ="green")
 ("a") or by such forward looking terminology as "may", "will", "believe", "anticipate", "expect", or similar words or variations thereof.

Such forward-looking statements involve certain significant risks and uncertainties.

Important factors that the Company believes may cause actual results to differ materially from such forward looking statements are discussed in the "Risk Factors," "Business" and "MD&A" sections of the company's current S-3 registration statements and annual and quarterly reports on file with the Securities and Exchange Commission.

Additional risk factors include the effectiveness of software and the ability of software to operate without "bugs" in the technology and acceptance of the release by customers and actual rollout. In assessing such forward looking statements you are urged to read carefully those reports and other filings.

The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes indicate that any such results or event (expressed or implied) will not be realized.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Apr 18, 1999
Words:1128
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