<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: February 14, 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.
<PAGE> 2
BAAN COMPANY N.V.
FORM 6-K
Baan Company N.V., a corporation incorporated under the laws of the
Netherlands ("Baan Company"), issued a press release dated February 3, 2000
announcing the Company's fourth quarter results for the three months and year
ended December 31, 1999 and a press release dated February 8, 2000 announcing
its intention to sell the CODA business to Science Systems (collectively, the
"Press Releases").
The Press Releases are attached as Exhibit 99.1 and Exhibit 99.2 to this
Report on Form 6-K and are incorporated by reference herein. The foregoing
summaries of the Press Releases are qualified in their entirety by reference to
the Press Releases.
Any statements contained in the Press Releases 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.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ----------------------------------------------------------
<S> <C>
99.1 Press Release of Baan Company N.V. dated February 3, 2000.
99.2 Press Release of Baan Company N.V. dated February 8, 2000.
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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: February 14, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -------------------------------------------------------
<S> <C>
99.1 Press Release of Baan Company N.V. dated February 3, 2000.
99.2 Press Release of Baan Company N.V. dated February 8, 2000.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
Press Release Dated February 3, 2000
------------------------------------
<PAGE> 2
Baan Company Reports Fourth Quarter 1999 Results
Reported Results in Line with Previously Announced Estimates
Barneveld, Netherlands and HERNDON, Va., Feb. 3/PR Newswire/ -- Baan
Company N.V. (Nasdaq: BAANF; ASE; BAAN) today announced results for the fourth
quarter and year ended December 31, 1999. Revenues for the fourth quarter 1999
increased 9% to $143 million, compared to $131 million in the fourth quarter
1998. The net loss for the fourth quarter 1999 was ($236) million, or ($1.06)
per diluted share, compared to a net loss of ($295) million, or ($1.45) per
diluted share, reported in the fourth quarter 1998. The overall results were in
line with the preliminary estimates reported on January 4, 2000.
"Although we continue to be in a challenging environment, we are
encouraged by the record number of license transactions recorded during the
fourth quarter, the first sequential increase in quarterly license revenue
during 1999, and our cash and marketable securities balances, which ended at
their highest level for the year," said Pierre Everaert, Interim Chief Executive
Officer. "In addition, the strategic reorganization will lower our ongoing cost
structure by up to $25 million per quarter to help provide us with the
financial resources to maintain our investments in research and development and
customer support capabilities."
License revenues for the fourth quarter 1999 were $49 million, a 92%
increase over the prior year period and a 37% sequential increase over the 1999
third quarter. Maintenance and service revenues were $94 million for the 1999
fourth quarter as compared to $106 million in the fourth quarter of 1998.
The 1999 fourth quarter net loss include $168 million of non-recurring
charges related to the Company's previously announced strategic reorganization.
These charges include asset write-downs, restructuring activities, increases in
reserves and allowances and other one-time charges. Most of these expenses are
non-cash charges and consist of the following:
-- $36 million for write-downs of goodwill and other intangible assets,
and restructuring charges related to a 4% reduction in headcount and
the closing of 14 branch offices.
-- $48 million for write-downs of capitalized software development costs.
-- $55 million of increases in allowances and reserves.
-- $12 million related to the cancellation of certain future marketing
programs, other asset write-downs and additional one-time charges.
-- $17 million income tax provision to reverse benefit recorded on losses
in previous periods based on anticipated profitability.
(more)
<PAGE> 3
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In addition to these non-recurring charges, the Company incurred $23
million of planned increases in costs and investments during the fourth quarter
in anticipation of improved revenue performance. These additional expenses
consisted of advertising campaigns, customer events and other marketing
programs, increased spending on research and development programs and customer
services activities, along with higher operating costs associated with certain
acquisitions completed during the 1999 third quarter.
Cash and marketable securities balances on December 31, 1999 were $197
million, the highest level during 1999. Cash flow used in fourth quarter
operating activities was ($9) million. Accounts receivable balances improved as
days sales outstanding dropped 34 days to 112 days. The Company has no
short-term borrowings outstanding at year-end. Deferred revenues increased $9
million during the fourth quarter to $151 million.
Net revenues for the year ended December 31, 1999 were $635 million,
compared with net revenues of $736 million for 1998. License revenue for 1999
was $205 million, as compared with $336 million for 1998. Maintenance and
service revenue was $430 million for 1999, an increase of $31 million over
prior year levels. The increase was due to the 36% improvement in maintenance
revenue, while consulting revenue was flat and education revenue had a slight
decline.
The net loss for the year was ($289) million, or ($1.34) loss per diluted
share (which includes the $168 million of the non-recurring charges), compared
with a net loss of ($315) million, or ($1.59) loss per diluted share, for 1998.
Like others in the enterprise applications software industry, the Company's 1999
results were negatively impacted by customer concerns over Year 2000 issues, as
well as other factors including the impact of the restructuring program last
year on sales productivity and increased competitive pressures.
"Sales execution is one of the principal challenges facing the Company,"
said Peirre Everaert. "Consequently, one of the first actions I took as interim
CEO was to fill key sales leadership positions, including the recent
appointments of Mike Shinya to Executive Vice President of Worldwide Sales and
Paul Daly to President of the Americas. Over the last two weeks, these new
executives led forums with the sales teams from Europe and the Americas.
Together with Tom Erickson, the existing President of the Asia Pacific region,
this team will provide the leadership necessary to meet the sales challenges of
the upcoming year."
In December 1999, the Company successfully raised an additional $110
million of equity funding under an agreement with Fletcher International
Limited. Cumulatively the Company has received $210 million of equity funding
under this agreement and an additional $215 million of equity funding could
potentially be made available to the Company. The Company has retained the
services of Lazard Freres to assist in raising additional equity and evaluating
the Company's long-term strategic alternatives.
Operating Highlights
The Company noted the following accomplishments since its last earnings
announcement.
-- Closed a record of 700+ license transactions with new or existing
customers with encouraging results from cross-selling efforts and
sales of new e-commerce products. The Company also successfully
completed numerous implementations of BaanERP 5.0 and other products
at customer sites during the fourth quarter.
(more)
<PAGE> 4
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- -- Filled key management positions including: Pierre Everaert as Interim Chief
Executive Officer; Rob Ruijter as Chief Financial Officer; Mike Shinya as
Executive Vice President of Worldwide Sales; Paul Daly as President of the
Americas; and Charles Callahan as Senior Vice President of Global
Consulting, replacing Andrew Nash, who recently left the Company.
- -- Received significantly higher customer satisfaction ratings from an
independent survey of Baan customers. The number of referenceable customer
accounts also increased substantially during the year.
- -- Hosted BaanWorld '99 in Vienna, which brought together more than 3,000
customers, partners and employees from the European, North and South
American and Asia-Pacific markets. At BaanWorld '99, a series of new
product and service announcements were made that demonstrate Baan's
leadership in the business-to-business e-commerce market.
- -- Announced the availability of Baan E-Procurement 2.0, a web-enabled
procurement solution, which allows customers to dramatically reduce
indirect procurement costs.
- -- Began delivery of the Baan Enterprise Solutions suite, an integrated
solution that ties together business processes across multiple functional
domains -- enabling E-Fulfillment within enterprise communities. Baan
Enterprise Solutions suite gives companies the power to deliver on mass
customization -- from order to delivery -- while reducing inventory, and
decreasing fulfillment timeframes. Specific products include
BaanFrontOffice, Baan Supply Chain and BaanERP 5.0c -- the latest iteration
of Baan's flagship enterprise resource planning software.
- -- Announced with Microsoft that BaanERP 5.0c is one of the first
enterprise-class applications to be directory-enabled on the Microsoft(R)
Windows(R) 2000 operating system. In addition, at BaanWorld Microsoft and
Baan reaffirmed their continued collaboration in the development of
e-enabled enterprise solutions.
- -- Announced the Baan OpenWorld Integration Framework, an enterprise
integration architecture, based on the Extensible Markup Language (XML)
that enables new levels of inter-enterprise collaboration to optimize
traditional and Internet-based business-to-business commerce. Baan
OpenWorld is the first integration framework designed specifically to help
manufacturing companies collaborate across the Internet to deliver higher
value and profitability.
- -- Announced Baan.agility, the enterprise software industry's first fully
web-enabled set of customer-centric services. The portfolio is centered on
a new collaborative web-based environment that involves customers and
multiple Baan teams throughout every stage of the deployment of Baan
solutions.
- -- Released two additions to the Supply Chain Solutions suite: Baan Supply
Chain Solutions Planner 2.0 for factory planning, and Baan Supply Chain
Solutions Order Promising 2.0 for order acceptance. The two solutions
provide advanced supply chain and logistics capabilities that enable
manufacturing professionals to increase throughput, reduce inventory,
improve supply chain visibility, and improve response time and service
levels to customers.
(more)
<PAGE> 5
-4-
-- Announced the availability of the Baan Business Intelligence Suite
(BaanBIS). BaanBIS enables customers to consolidate data from multiple
information sources, including Baan enterprise applications, legacy
systems, and external data sources, to provide a single data warehouse
environment for extensive decision support and analysis.
About Baan Company
Founded in 1978, Baan Company 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.
For more information, please contact: Baan Company Public Relations:
Judith Ingelton-Beer
Phone: +44(0)1780 721433
Email: [email protected]
Dan O'Leary
Phone: +(202) 828-8819
Email: [email protected] Company Investor Relations
Dave Spille and Mark Wabschall
Phone: +(703) 234-6275
Email: [email protected]
(more)
<PAGE> 6
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BAAN COMPANY N.V.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and marketable securities $ 196,665 $ 206,831
Accounts receivable, net 178,455 252,129
Income tax receivable 4,569 45,045
Other current assets 61,017 73,329
TOTAL CURRENT ASSETS 440,706 577,334
Property and equipment, at cost 123,447 129,267
Less accumulated depreciation (86,102) (66,569)
Net property and equipment 37,345 62,698
Software development costs, net 62,821 78,319
Intangible assets, net 62,430 52,644
Other non-current assets 11,087 52,156
TOTAL ASSETS $ 614,389 $ 823,151
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 188 $ 523
Accounts payable and other current liabilities 202,043 261,566
Income taxes payable 24,925 43,441
Deferred revenue 136,067 147,933
TOTAL CURRENT LIABILITIES 363,223 453,463
Long-term debt 189,041 191,013
Long-term deferred revenue 15,069 17,831
Other long-term liabilities 38,036 4,084
Common stock and additional paid-in capital 565,475 393,599
Accumulated deficit (524,427) (235,261)
Accumulated translation adjustment (32,028) (1,578)
SHAREHOLDERS' EQUITY 9,020 156,760
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $614,389 $823,151
</TABLE>
BAAN COMPANY N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended December 31, Year Ended December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net revenues:
License revenue $ 49,211 $ 25,608 $204,619 $336,378
Maintenance and service revenue 94,138 105,523 430,131 399,271
Total net revenues 143,349 131,131 634,750 735,649
</TABLE>
(more)
<PAGE> 7
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<TABLE>
<S> <C> <C> <C> <C>
Cost of revenues:
Cost of license revenue 18,753 9,781 59,787 30,741
Write-down of capitalized
software 47,505 0 47,505 9,600
Cost of maintenance and
service revenue 83,753 82,523 331,206 302,063
Total cost of revenues 150,011 92,304 438,498 342,404
Gross profit (6,662) 38,827 196,252 393,245
Operating and non-recurring
expenses:
Sales and marketing 54,849 91,702 168,779 272,497
Research and development 35,470 38,894 134,733 151,369
General and administrative 84,168 73,360 137,703 156,148
Non-recurring expenses 35,604 140,501 36,028 145,301
Total operating and
non-recurring expenses 210,091 344,457 477,243 725,315
Income (loss) from operations (216,753) (305,630) (280,991) (332,070)
Other income (expense), net (2,753) (3,188) (8,175) (3,122)
Income (loss) before
income taxes (219,506) (308,818) (289,166) (335,192)
(Provision) benefit for
income taxes (16,699) 14,099 0 20,000
Net income (loss) $(236,205) $(294,719) $(289,166) $(315,192)
Net income (loss) per share:
Basic $(1.06) $(1.45) $(1.34) $(1.59)
Diluted $(1.06) $(1.45) $(1.34) $(1.59)
Shares used in computing
per share amounts:
Basic 223,551 203,100 215,760 198,519
Diluted 223,551 203,100 215,760 198,519
</TABLE>
SOURCE Baan Company N.V.
<PAGE> 1
EXHIBIT 99.2
Press Release Dated February 8, 2000
<PAGE> 2
Science Systems and Baan Company Announce Intention
for Science Systems to Purchase CODA
BARNEVELD, Netherlands, HERNDON, Va., and LONDON, February 8, 2000
/PRNewswire/ -- Science Systems (AIM: SSY) and Baan Company N.V. (Nasdaq:
BAANF; ASE: BAAN) today announced their intention for Science Systems to
purchase CODA business from Baan Company. CODA owns the rights to
CODA-Financials, the best-of-class corporate accounting solution which is today
used by over 2,000 medium and large enterprises worldwide. The CODA product
range was recently enhanced by the launch of the next-generation Web-architected
product, CODA E-Finance.
Under the terms of the offer, Science Systems will pay approximately $50
million in cash for the assets and operations of CODA. The Baan Company expects
to report a gain of approximately $30 million on this transaction. Both the
purchase price and reported gain are subject to finalization as part of the
closing process. Completion of the acquisition is subject to customary closing
conditions and is expected to be completed before the end of March 2000. Other
terms of the agreement were not disclosed.
The relationship between Science Systems and CODA has existed since 1989.
Today, Science Systems is CODA's leading business partner, with involvement in
over 200 CODA sites worldwide. Graham Steinsberg, currently head of the Science
Systems division responsible for the CODA relationship, will take charge of the
new organization which will see the existing 'CODA' division within Science
Systems merger with Baan Company's CODA business.
Graham Steinsberg was delighted by the announcement: "The synergy between
the Science Systems and CODA businesses is amongst the most extensive I have
ever experienced. My aim is to capitalize on this and offer our customers a
comprehensive solution for all their accounting requirements by combining the
world's premier best-of-class accounting solution with Science Systems'
enviable reputation for accounting, consulting and implementation expertise."
The recent launch of the Internet-enabled accounting solution, CODA
E-Finance, heralds the most exciting new development in CODA's product
development strategy. CODA E-Finance will enable customers to leverage the
accounting function for strategic advantage by combining the traditional
strengths of CODA-Financials with the very latest in industry standard Internet
technology.
"Secure access across the Web from anywhere in the world to the world's
leading best-of-class financials is a sure winner for our clients," continued
Graham Steinsberg. "It has already allowed us to enter the fast growing ASP
market (Application Service Providers) with recent sales in both Europe and the
United States, proving that the product is ideally suited to companies looking
to promote added value applications across the Internet. Our overall aim,
supported by our investment strategy, is that within three years we should be
the world's leading supplier of 'Best-of-Class E-Financials.'"
(more)
<PAGE> 3
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Klaas Wagenaar, a member of the Baan Company Management Board and the
person responsible for the CODA negotiations, added that during 1999 Baan had
embarked upon a program of investment into the CODA brand. However, Baan had
more recently decided that a strategy of portfolio rationalization was in the
better interests of its shareholders. If completed, the CODA sale would allow
Baan Company to concentrate on leveraging its core strengths in integrated ERP,
Supply Chain and Customer Relationship Management, while at the same time
E-enabling and extending those products into the business to business
e-Commerce space (particularly for complex manufacturing). Baan Company had
therefore decided to seek a purchaser for the CODA business who would be
committed to continue the work Baan Company had started and maintain and extend
the quality of the solution and service offered to CODA customers worldwide.
"We considered the synergy between Science Systems and CODA, the strength
of Science Systems' vision for the product set, and of Science Systems'
supporting business plan, to be clearly in the best interests of shareholders,
clients and staff," Klaas Wagenaar said. "Baan Company has enjoyed a good
working relationship with Science Systems on the CODA side of the business, and
we expect this to continue following the acquisition."
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 13,000 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.
About Science Systems
Established in 1980, Science Systems (Commercial) is a business consultancy
and software house with particular enterprise in procurement and finance
systems. The company provides a range of packaged software, bespoke development
and professional services. Science Systems is also the UK's leading business
partner for CODA-Financials, with clients in the UK and throughout the world.
Customers include Virgin, HMV Group, Selfridges, Great Mills, Harrods, Dillons,
Waterstones, Aspreys, City Stormarknad and Mexx Group BV in the retail sector;
Hays, The Chartered Insurance Institute and Lionbridge in the business support
services sector; and Birmingham and Liverpool John Moores Universities. For more
information about Science Systems plc, please visit our site on the World Wide
Web at http://www.scisys.co.uk.
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).
(more)
<PAGE> 4
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"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.
SOURCE Baan Company N.V.
For more information, please contact:
Ken Rees, Science Systems +44 (0)1179 308839
Pieter Kramer, Baan Company +31 30 600 8068 [email protected]
Steve Fenton, Baan Company +44 (0)1780 721433 [email protected]
George Thompson, Baan Company +202.828-9708 [email protected]
