<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date of Report: April 24, 2000
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
2191 Fox Mill Road, Suite 500
Herndon, VA 20171
(Addresses of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82- N.A.
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BAAN COMPANY N.V.
FORM 6-K
Baan Company N.V., a Netherlands corporation ("Baan Company"), issued a
press release dated April 20, 2000 (the "Press Release") announcing the
Company's first quarter results for the three months ended March 31, 2000.
The Press Release is attached as Exhibit 99.1 to this Report on Form 6-K
and is incorporated by reference herein. The foregoing summary of the Press
Release is qualified in its entirety by reference to the Press Release.
Any statements contained in the Press Release that are not historical
facts are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the businesses of Baan Company may be reviewed in
Baan Company's public filings on Form 6-K and Form 20-F. Those documents are
publicly on file with the U.S. Securities and Exchange Commission.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Baan Company N.V. dated April 20, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAAN COMPANY N.V.
By: /s/ ROBERT GOUDIE
------------------------------------------
Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: April 24 , 2000
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press Release of Baan Company N.V. dated April 20, 2000.
</TABLE>
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EXHIBIT 99.1
Press Release
FOR IMMEDIATE RELEASE
BAAN COMPANY REPORTS FIRST QUARTER 2000 RESULTS
MOVES FORWARD WITH AGGRESSIVE COST CONTROL PROGRAM, RENEWED STRATEGIC FOCUS;
BUILDING ON ITS B2B LEADERSHIP POSITION
BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA, USA - APRIL 20, 2000 - Baan
Company N.V. (NASDAQ: BAANF; ASE: BAAN) today announced results for the first
quarter ended March 31, 2000. The net loss for the first quarter 2000 was ($26)
million, or ($.11) per diluted share, as compared to a net loss of ($19)
million, or ($.09) per diluted share, reported in the first quarter 1999.
"Baan began this quarter by addressing several key challenges, including the
departure of our then CEO and CFO in early January--obviously this was not a
representative quarter for Baan," commented Interim CEO Pierre Everaert.
"Despite this adversity, we remained committed to refining our core business
strategy, product development, and support of our broad customer base."
Total revenues for the first quarter were $106 million, as compared to $176
million for the first quarter 1999. License revenues were $27 million, as
compared to $65 million for the same quarter last year. Maintenance and service
revenues were $79 million, as compared to $111 million in the first quarter of
1999. Maintenance revenues were $41 million, a 17% increase over the same period
in 1999. Total cost of revenues and operating expenses were $181, as compared to
$202 million for the first quarter of 1999.
Cash and marketable securities balances on March 31, 2000 were $161 million, up
from $126 million for the same quarter in 1999. Accounts receivable balances
closed at $141, down from $241 million as of March 31, 1999. The Company has no
short-term borrowings outstanding.
The 2000 first quarter net loss of ($26) million includes the $31 million gain
from the successful sale of CODA, the $20 million gain from the sale of Baan's
Meta4 stakeholding, and ($2) million of net interest expense.
"Despite the management changes and increased competition within the enterprise
applications market, our balance sheet and cash position are strong as we turn
into Q2 to support our go-forward strategy," said Rob Ruijter, Baan Company CFO.
"Within the last 60 days, we raised approximately $80 million in cash and
completed transactions that contributed nearly $100 million to improving our
equity position. In addition, we are now in a special conversion period for the
holders of the remaining $145 million in convertible notes who are free to
convert those notes into
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equity through May 2000, and we have the ability, at our discretion subject to
certain conditions, to put up to Euro 150 million in equity at market rates to
Bear Stearns over the next 18 months."
Under Dutch GAAP, the $44 million increase in equity through the conversion of
outstanding convertible subordinated notes has no impact to the Company's income
statement. Under U.S. GAAP, Baan has recorded non-cash debt conversion expense
of $25 million with a corresponding amount in additional paid in capital.
In addition, the Company's Income Statement as prepared under U.S. GAAP reflects
an additional charge of $9 million concerning the Bear Stearns transaction, with
a corresponding amount in additional paid in capital. This represents the
difference between the market value of the consideration (1.5 million shares)
delivered to Bear Stearns under its equity agreement with the Company and the
par value of those shares (the amount Bear Stearns paid to the Company for that
consideration).
The net impact to Baan's equity position for these transactions under both Dutch
GAAP and U.S. GAAP is the same.
Q1 PRIORITIES ACHIEVED
The Baan management team set its Q1 priorities as strengthening the cash
position and balance sheet, reinvigorating the leadership team, and getting back
to its core business.
- BUILDING ITS CASH AND EQUITY POSITIONS: During the first quarter,
the Company announced the sale of its minority investment in
Meta4 N.V., generating net $40 million in cash and $20M in equity
(see the Company's press release on this subject dated March 12,
2000); the conversion of $44 million in outstanding convertible
notes into Baan common shares (see the Company's press release on
this subject dated March 6, 2000); and entered into a put
agreement with Bear Stearns International Limited under which
Baan has the right, subject to certain conditions, to request
Bear Stearns to purchase up to Euro 150 million of Baan's common
stock over the next 18 months shares (see the Company's press
release on this subject dated March 29, 2000).
- STRENGTHENING THE LEADERSHIP TEAM: Over the first quarter, Rob
Ruijter was announced as the new CFO; Mike Shinya as the new EVP
Worldwide Sales; Paul Daly as the new President of the Americas
and Giovanni Bindoni as the new President of EMEA (joining Tom
Erickson, President in AP); and Charles Callahan as Sr. VP of
Global Consulting.
- FOCUSING ON ITS CORE INTEGRATED PRODUCT STRATEGY AND E-ENABLING
THAT SUITE: The Company refocused its core business on providing
best-in-class, integrated solutions for engineering and
manufacturing companies. Examples of this focus are the
successful Q1 sale of CODA and the announcement of a new e-CRM
subsidiary that will support E-enabled customer-facing business
processes across the commerce chain.
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"Our new team accomplished its mission of delivering on these core objectives,"
said Mr. Everaert. "The success of these activities gives us the momentum, solid
footing, and opportunity to use the next quarter to further tighten our B2B
go-to-market strategy and realign our operations."
REALIGNING THE BUSINESS MODEL
"Given the current trading conditions for Baan, we will continue to develop and
execute on an aggressive cost reduction and control program, which will remain
as an immediate and top priority in Q2," said Mr. Ruijter. "We are planning to
re-examine all aspects of our operation with this simple goal in mind--do not
accept business as usual."
Mr. Ruijter indicated that the program is already underway and will be further
defined as the quarter progresses. It will include all usual cost evaluations
and measures that one would expect from an aggressive cost reduction and control
program, as well as the potential for further reductions in the number of
facilities used for operations that may be unnecessary as the Company reduces
the complexity of its organization.
BAAN COMPANY FOCUS - ONE MARKET
"Competing in the New Economy requires both focus and a well-developed ability
to partner," said Mr. Everaert. "In response to this new competitive climate we
are reshaping the company around providing integrated best-in-class solutions
for engineering and manufacturing companies. This is the only market our core
business will serve."
"Collaboration is the name of the game in the New Economy. Our goal is to
provide solutions to meet the demands of our target market for collaborative
commerce," continued Mr. Everaert. "As our target market transitions to the
Internet, they will require solutions that allow them to move from a linear,
sequential supply chain model to one where multiple transactions occur
concurrently, within a commerce network. In line with the requirements of our
target market, Baan will continue to deliver the business solutions for seamless
E-Fulfillment through the Baan Enterprise Solutions suite of products, extending
support for the transactional backbone provided by ERP to inter-enterprise
business process management provided by ERP, Supply Chain Management and
Customer Relationship Management."
In line with this focus, Baan is confirming the following changes to the
organization and go-to-market strategy:
o All E-business development efforts are now consolidated into a
single group within Research and Development. This group will be
responsible for developing inter-enterprise Internet applications
and for ensuring that Baan's ERP, Supply Chain Management, and
Customer Relationship Management solutions continue to be
extended to the Web. These solutions, where appropriate, will
leverage Baan's Collaborative Applications Framework technology.
o Baan's R&D focus will be to continue to develop leading
applications that support the business process requirements of
manufacturing and engineering companies.
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o Baan will conclude development efforts and/or "spin-off" all
projects not supporting this core focus.
o Using Baan OpenWorld Integration technology the Company will
encourage integration by and to complementary software products.
o Baan will continue to offer full solutions, including Baan
Finance, and integrated ERP to CRM and Supply Chain Management
for customers that desire a fully-integrated solution and in
particular to Small and Medium Enterprises (SME's).
o Baan will continue to go to market with a full solution -
software, services, and support.
o Baan will evaluate all future investment decisions against this
vision and against its specific industry focus.
o Baan will actively pursue and sign agreements with partners and
resellers to further this mission and address and support
non-core markets, for both new and existing customers.
Baan's recent announcement that it would be creating a new e-CRM subsidiary -
one that at some point could potentially be positioned for a spin off - is a
reflection of the Company's renewed focus and approach to collaborative
business. With the help of its financial adviser, Lazard Freres (which was
retained in the first quarter), the Company is studying whether other of its
assets might be appropriate for similar collaborative approaches.
OPERATING HIGHLIGHTS
The Company noted the following accomplishments since its last earnings
announcement.
o Recorded more than 480 license transactions with new or existing
customers, including an increasing number of contracts for such
e-business applications as E-Procurement, E-Sales and
E-Configuration.
o Announced a series of regional "e-Business Summits" for the North
American market that will bring together Baan's customers,
technology partners and employees to discuss issues related to
e-business enterprise applications.
o With Microsoft and Compaq, opened a new European Customer
Relationship Management (CRM) Research center in Copenhagen to
help companies improve the efficiency of their selling processes,
enhance their customer relationships and facilitate the
decision-making process.
o Announced that its Supply Chain Designer & Coordinator products
from CAPS Logistics won an Open System Advisors' (OSA) Crossroads
2000 A-List Award. The
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software was recognized for "Excellence in Execution: Reducing
Time to Market'" in the category of Supply Chain Network Design
and Modeling for Seasonal Businesses.
o Continued to strengthen its solutions portfolio with the
introduction of a series of product announcements, including:
- Baan Enterprise Solutions (BES), now generally available to
customers worldwide, provides E-Fulfillment, leveraging
fully-integrated ERP, Supply Chain, and CRM with 100% XML
support.
- BaanERP 5.0c, in conjunction with Microsoft Windows 2000,
provides customers a mechanism for Internet-enabling their
enterprise by using its integrated Web application services,
increased scalability and security systems to manage mission
critical business processes.
- BaanFrontOffice Direct, a fully integrated software solution
for the direct sales process at companies with complex
products, pricing or go-to-market strategies, that brings
available-to-promise information right to the point-of-sale
and enables companies to meet the complex, rapidly changing
requirements of today's direct selling environments.
- Baan E-Configuration version 2.2, the latest evolution of its
advanced product and service configuration solution and a key
component of Baan Company's E-CRM strategy, which empowers
companies to develop loyal supplier and customer relationships
in a business-to-business e-commerce environment.
- BaanMarketing, a comprehensive marketing automation solution
to provide campaign management, marketing business analysis,
and campaign execution, that extends the existing Customer
Relationship Management functionality provided by
BaanFrontOffice for direct, indirect, web and interaction
center based sales and marketing operations.
FINANCIAL HIGHLIGHTS
The Company noted the following financial transactions and accomplishments since
its last earnings announcement.
o Completed the sale of Baan's CODA unit, including the flagship
CODA Financials and CODA E-Finance applications, to Science
Systems for approximately $49 million purchase price.
o Sold its entire 2.4 million shareholding in Meta4, a leading
European-based provider of Human Resource Management (HRM)
software. In addition, strengthened its commercial relationship
with Meta4 through the renewal and expansion of a global reseller
agreement for Meta4 applications.
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o Reached agreements with certain holders of Baan's 4.5%
Convertible Subordinated Notes (currently due in December 2001)
under which US$44 million of Notes were exchanged for common
shares in the Company, as of March 31, 2000. It also announced
that it would provide all remaining bondholders the opportunity
to convert their bonds on the same economic terms for a 60-day
period concluding at the end of May 2000.
o Entered into a put agreement with Bear Stearns International
Limited under which Baan has the right to request Bear Stearns,
subject to certain conditions, to purchase up to Euro 150 million
of Baan's common stock over the next 18 months at market rates.
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (NASDAQ: BAANF; ASE: BAAN) is a global provider of
enterprise business solutions. Baan Company offers a comprehensive portfolio of
integrated services and best-in-class, component-based applications that span an
organization's entire value chain including E-Business and Web Commerce,
Customer Relationship Management, Enterprise Resource Planning, Supply Chain
Management, and Corporate Knowledge Management. Deployed at more than 15,000
customer sites worldwide, Baan Company solutions enable organizations to drive
strategic business growth, improve business processes, reduce operating
complexity, and increase corporate flexibility.
Baan Company has dual headquarters in Barneveld, The Netherlands and Herndon,
Virginia, USA and can be found on the World Wide Web at www.baan.com.
###
Statements in this press release using the words "believes," "expects,"
"anticipates," and the like are forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and as such are subject to a
number of risks and uncertainties that could significantly affect outcomes.
Actual outcomes, therefore, may differ materially from the expectations,
estimates, or assumptions expressed in or implied by any such statements.
Typical risks and uncertainties may be reviewed in the Baan Company's public
filings on file with the U.S. Securities and Exchange Commission (including its
most recent Form 20-F and 6-K).
"Baan" is a registered trademark of Baan Company, and any trade, product, or
service name referenced in this release using the name "Baan" is a trademark
and/or property of Baan Company. All other company, product, and service names
may be trademarks of their respective owners.
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BAAN COMPANY N.V.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
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March 31, December 31,
2000 1999
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ASSETS
CURRENT ASSETS
Cash and marketable securities $ 161,136 $ 196,665
Trade accounts receivable, net 141,034 178,455
Income taxes receivable 4,139 4,569
Other current assets 64,656 61,017
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TOTAL CURRENT ASSETS 370,965 440,706
--------- ---------
Property and equipment, at cost 117,476 123,447
Less accumulated depreciation (85,123) (86,102)
--------- ---------
Net property and equipment 32,353 37,345
--------- ---------
Software development costs, net 61,099 62,821
Intangible assets, net 57,459 62,430
Other non-current assets 10,054 11,087
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TOTAL ASSETS $ 531,930 $ 614,389
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 76 $ 188
Accounts payable and other current liabilities 176,046 202,043
Income taxes payable 26,691 24,925
Deferred revenue 122,851 136,067
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TOTAL CURRENT LIABILITIES 325,664 363,223
--------- ---------
Long-term debt 145,389 189,041
Long-term deferred revenue 14,261 15,069
Other long-term liabilities 37,861 38,036
Common stock and additional paid-in-capital 611,237 565,475
Accumulated deficit (550,172) (524,427)
Accumulated translation adjustment (52,310) (32,028)
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SHAREHOLDERS' EQUITY 8,755 9,020
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TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 531,930 $ 614,389
========= =========
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BAAN COMPANY N.V.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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-------------------------
Three Months Ended
March 31,
-------------------------
2000 1999
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Net revenues:
License revenue $ 26,612 $ 65,178
Maintenance and service revenue 79,498 110,593
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Total net revenues 106,110 175,771
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Cost of revenues:
Cost of license revenue 11,910 14,392
Cost of maintenance and service revenue 64,518 84,545
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Total cost of revenues 76,428 98,937
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Gross profit 29,682 76,834
--------- ---------
Operating and non-recurring expenses:
Sales and marketing 49,570 49,057
Research and development 30,636 36,788
General and administrative 21,984 16,862
Non-recurrring expenses 2,047 0
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Total operating and non-recurring expenses 104,237 102,707
--------- ---------
Income (loss) from operations (74,555) (25,873)
Gain on sale of CODA 30,995 0
Other income (expense), net 17,815 (1,382)
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Income (loss) before income taxes (25,745) (27,255)
(Provision) benefit for income taxes 0 8,177
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Net income (loss) $ (25,745) $ (19,078)
========= =========
Net income (loss) per share:
Basic $ (0.11) $ (0.09)
Diluted $ (0.11) $ (0.09)
Shares used in computing per share amounts:
Basic 242,360 210,038
Diluted 242,360 210,038
</TABLE>
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For more information, please contact:
BAAN COMPANY PUBLIC RELATIONS:
Peter Kramer
Baan Company Press Room
+31 (0)342 428786
[email protected]
Judith Ingleton-Beer
Phone: +44 (0)1780 721433
Email: [email protected]
George Thompson
Phone: +(202) 828-9708
Email: [email protected]
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