-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I30tcEsSrox+L18qQnG3qXBY+FDosWdgBpAk+M99XYaukHRUuociyAgv+vhoNSm0 Bxpf4JWjgFnYkC1rRemirg== 0000950123-99-003702.txt : 19990427 0000950123-99-003702.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950123-99-003702 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14251 FILM NUMBER: 99600672 BUSINESS ADDRESS: STREET 1: NEUROTTSTRABE 16 STREET 2: WALLDORF, FEDERAL REPUBLIC OF GERMAN CITY: NEW YORK STATE: NY ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: NEUROTTSTRASSE 16 CITY: WALLDORF D 69190 STATE: I8 6-K 1 SAP AKTIENGESELLSCHAFT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the three-month period ended March 31, 1999 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Exact name of registrant as specified in its charter) SAP CORPORATION SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING (Translation of registrant's name into English) Neurottstrasse 16 69190 Walldorf Federal Republic of Germany (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of 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-_______. 2 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG FORM 6-K On April 21, 1999, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the "Company"), issued: (i) a Press Release announcing its results for the three-month period ended March 31, 1999, which Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein; and (ii) a Press Release announcing the impact of the Company's adoption of U.S. generally accepted accounting principles on its results for the three-month period ended March 31, 1999, which Press Release is attached as Exhibit 99.2 hereto and incorporated by reference herein. Any statements contained in the Exhibits hereto that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "believe," "expect," and "project," as they relate to the Company, are intended to identify such forward-looking statements. The Company undertakes no obligation publicly to update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its most recently filed Form 20-F and Form F-1, as filed with the SEC on June 22, 1998, and the Company's Form 20-F for 1998 that is expected to be filed with the SEC in April 1999. 1 3 EXHIBITS Exhibit No. Exhibit 99.1 Press Release, dated April 21, 1999. 99.2 Press Release, dated April 21, 1999. 2 4 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. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Registrant) By: /s/ Dieter Matheis __________________________________ Name: Dieter Matheis Title: Chief Financial Officer By: /s/ Hasso Plattner __________________________________ Name: Hasso Plattner Title: Co-Speaker of the Executive Board Date: April 26, 1999 3 5 EXHIBIT INDEX Exhibit No. Exhibit 99.1 Press Release, dated April 21, 1999. 99.2 Press Release, dated April 21, 1999. 4 EX-99.1 2 PRESS RELEASE 1 Exhibit 99.1 [SAP LOGO] Press Information FOR IMMEDIATE RELEASE SAP REPORTS 1999 FIRST QUARTER RESULTS; REVENUES INCREASE 22% TO EUR 1.08 BILLION IMPACT OF ADOPTION OF U.S. GAAP WALLDORF, Germany - April 21, 1999 - SAP AG (NYSE: SAP), the world's leading provider of Enterprise Resource Planning software, today announced its sales for the quarter ended March 31, 1999. This is the first quarter in which financial results are reported in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). The Company has issued an additional press release providing information on the impact of adopting U.S. GAAP. Revenues grew 22% to EUR 1,076 million (1998 Q1: EUR 882 million)(US $1,163 million*). Net income was unchanged at EUR 98 million ($106 million); pretax profit for the quarter fell 1% to EUR 172 million (1998: EUR 173 million)($186 million). "The first quarter results are better than expected, taking into account the effects of adopting U.S. GAAP, careful management of expenditures and headcount increases, as well as several major contracts in Europe signed during the last week of the quarter," said Henning Kagermann, SAP co-chairman and CEO. "However, we expect that the positive effects on the quarterly results will even out over the course of the year, so there should be little difference between results prepared under U.S. and German GAAP on an annual basis," added Kagermann. "We still anticipate a 20 to 25% increase in sales for fiscal 1999, with the pretax profit margin improving up to one percentage point higher than last year's 21.6% after U.S. GAAP," concluded Kagermann. ADOPTION OF U.S. GAAP SAP adopted U.S. GAAP effective January 1, 1999 and restated the 1998 fiscal results for comparative purposes. Contractual terms for transactions consummated during the first quarter of 1999 required significantly less revenue deferrals than the comparable period last year; thus, revenues are approximately EUR 40 million higher than they would have been if recorded under * US dollar equivalents are provided for reader convenience at the March 31, 1999 exchange rate of US $1.0808 = EUR 1 2 German GAAP. In accordance with U.S. GAAP net unrealized losses on forward coverage contracts were charged directly to shareholders' equity. Together these two effects account almost completely for the difference between the pretax results calculated using U.S. and German GAAP. Under German GAAP, revenues would have increased 20% and pretax profit would have decreased 19%. Notwithstanding adoption of U.S. GAAP, the decline in the value of the SAP preferred share price required the reversal EUR 15.5 million of expenses recorded in 1998 for the employees' stock appreciation rights program (STAR). STRONG GROWTH IN EUROPE The Europe, Middle East, and Africa (EMEA) region generated the biggest revenue growth, increasing 36% to EUR 529 million (1998: EUR 390 million). In the Americas, revenues increased 14% to EUR 448 million (1998: EUR 394 million); at like-for-like exchange rates, sales in the Americas region would have grown 25%. In the Asia-Pacific region, first quarter sales remained at last year's level of EUR 99 million, an increase of 3% at last year's exchange rates. The 22% overall growth in sales revenue would have been six percentage points higher at 1998 first quarter exchange rates. Kevin McKay, CEO and President of SAP America, said, "While concern over the Y2K issue still persists, we have noticed increased interest in SAP's R/3 and New Dimension products as our inter-enterprise operability becomes more prominent because of the Internet." INCREASE IN REVENUES Product sales, up 7% to EUR 615 million (1998: EUR 575 million), were the largest contributor to revenue in the first quarter. Consulting revenue increased 65% to EUR 343 million (1998: EUR 209 million). Revenue from training rose 19% to EUR 110 million (1998: EUR 92 million). Product revenues as a percentage of total first quarter revenues decreased from 65% to 57%. "These impressive results again demonstrate SAP's great potential in the enterprise resource planning market," stated Hasso Plattner, SAP co-chairman and CEO. "It also confirms that our focus on the user as well our strategic Internet orientation are right for the future." HIGHLIGHTS OF THE FIRST QUARTER Highlights included: o Business Information Warehouse (SAP BW) Version 1.2B was delivered at the end of March. Approximately 470 systems have now been shipped worldwide. Customers include Hercules Inc. (United States), Clariant AG (Switzerland), and RWE AG (Germany). o The new SAP Business-to-Business Procurement (SAP B2B Procurement) software became generally available at the end of March. Robert Bosch GmbH (Germany) is one of the first companies to use this software for procuring goods and services via the Internet. o SAP's supply chain management software SAP Advanced Planner and Optimizer (SAP APO) was first delivered at the end of 1998. More than 110 systems have now been delivered worldwide. Customers include Colgate-Palmolive Inc. and Motts (United States); Fischerwerke and Deutsche Goodyear (Germany). 3 o The first of SAP's customer relationship management software products, SAP Sales and SAP Service, were delivered on time at the end of March to the first 13 customers. o In March, results from EnjoySAP, the usability initiative, were presented to an enthusiastic public in Palo Alto, CA and at CeBIT in Hanover, Germany. EnjoySAP addresses user requirements which have resulted in a redesign of the software. It is easier to learn, quicker to work with, and more adaptable to the way individuals work. KEY FIGURES (IN EUR MILLIONS)
Q1 1999 Q1 1998 CHANGE % CHANGE ------- ------- ------ -------- Total Revenue 1,076 882 194 + 22 ------ Income before income taxes 172 173 - 1 - 1 ------ ------- ----- ---- Net income 98 98 0 0 ------ ------ ----- ---- Number of employees (March 31) 20,406 15,010 5,396 + 36 ------ ------ ----- ---- - - thereof Germany 8,045 6,224 1,821 + 29 ------ ------ ----- ----
Any statements contained in this document that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "believe", "expect" and "project" as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation publicly to update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the Securities and Exchange Commissions (the "SEC"), including its most recently filed Form 20-F and Form F-1, as filed with the SEC on June 22, 1998, and the Company's Form 20-F for 1998 that is expected to be filed with the SEC in April 1999. SAP AG preference and common shares are listed on the Frankfurt Stock Exchange as well as a number of other exchanges. In the US, SAP's American Depositary Receipts (ADRs), each worth one-twelfth of a preference share, trade on the New York Stock Exchange under the symbol `SAP'. SAP is a component of the DAX, the index of 30 German blue chip companies. Additional information is available on SAP AG's home page: http://www.sap.com. # # # (Tables to follow) 4 For more information, please contact: MEDIA: Michael Pfister, SAP AG, 49-6227-7-41758 John Milana, SAP America, 610-355-4054 INVESTOR RELATIONS: Gundolf Moritz, SAP AG, 49-6227-7-44872 Jim Prout, Taylor Rafferty, 212-889-4350 5 CONSOLIDATED INCOME STATEMENTS 1ST QUARTER 1999 SAP Group (in EUR millions)
Q1 1999 Q1 1998 CHANGE ------- ------- ------ Product revenue 615 575 7% Consulting revenue 343 209 65% Training revenue 110 92 19% Service revenue 453 301 50% Other revenue 8 6 43% ------- ------- ------ TOTAL REVENUE 1,076 882 22% ------- ------- ------ Cost of product -96 -77 25% Cost of service -389 -263 48% Research and development -138 -108 28% Sales and marketing -225 -204 10% General and administration -42 -48 -12% Other income/expenses, net -12 -12 0% ------- ------- ------ TOTAL OPERATING EXPENSE -902 -712 27% ------- ------- ------ ------- ------- ------ OPERATING INCOME 174 170 2% ------- ------- ------ Other non-operating income/ expenses, net -6 0 n.a. Finance income, net 4 3 20% ------- ------- ------ INCOME BEFORE INCOME TAXES 172 173 -1% ------- ------- ------ Income taxes -74 -75 -1% ------- ------- ------ NET INCOME 98 98 0% ------- ------- ------ ------- ------- DSO (IN DAYS) 108 100 ------- -------
6 CONSOLIDATED BALANCE SHEETS 1ST QUARTER 1999 SAP Group (in EUR millions) ASSETS
03/31/1999 12/31/1998 INTANGIBLE ASSETS 85 75 PROPERTY, PLANT AND EQUIPMENT 678 645 FINANCIAL ASSETS 227 184 ----- ----- FIXED ASSETS 990 904 INVENTORIES/ ACCOUNTS RECEIVABLE AND OTHER ASSETS 1,786 1,676 LIQUID ASSETS 782 670 ----- ----- CURRENT ASSETS 2,568 2,346 DEFERRED TAXES 199 114 PREPAID EXPENSES AND DEFERRED CHARGES 56 21 ----- ----- TOTAL ASSETS 3,813 3,385 SHAREHOLDERS' EQUITY AND LIABILITIES 03/31/1999 12/31/1998 SHAREHOLDERS' EQUITY 1,950 1,818 MINORITY INTEREST 7 7 RESERVES AND ACCRUED LIABILITIES 569 653 OTHER LIABILITIES 631 600 DEFERRED INCOME 656 307 ----- ----- TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES 3,813 3,385
EX-99.2 3 PRESS RELEASE 1 Exhibit 99.2 [SAP LOGO] Press Information FOR IMMEDIATE RELEASE SAP ANNOUNCES IMPACT OF ADOPTING U.S. GAAP ON FIRST QUARTER RESULTS WALLDORF, Germany -- April 21, 1999 -- SAP AG (NYSE: SAP), the world's leading provider of Enterprise Resource Planning software, today announced its results for the first quarter of 1999 in a separate press release. The reported results reflected the following for all future financial reporting periods: - - Adoption of U.S. Generally Accepted Accounting Principles ("U.S. GAAP"); - - Change of global reporting currency from the Deutsche Mark to the euro; - - Modification of the income statement reporting format. "We are pleased with the smooth transition from German GAAP to U.S. GAAP, and the concurrent change to euro reporting. This was done in a remarkably short period of time, thanks to a strong working team and the SAP software systems," said Dieter Matheis, Chief Financial Officer of SAP AG. "These changes will facilitate the comparison of our financial results to others within our industry." Each of the 1998 quarterly income statements have been restated below. - more - 2 - 2 - QUARTERLY CONSOLIDATED INCOME STATEMENTS SAP GROUP (In Mio. EUR)
- Q1 Q2 Q3 Q4 1998 Q1 1999 Q1 '99 vs '98 -- -- -- -- ---- ------- ------------- Product revenue 575 726 626 793 2,720 615 7% Consulting revenue 209 262 287 364 1,122 343 65% Training revenue 92 107 109 104 412 110 19% Service revenue 301 369 396 468 1,534 453 50% Other revenue 6 19 25 12 62 8 43% --- ----- ----- ------ ------ ----- ---- TOTAL REVENUE 882 1,114 1,047 1,273 4,316 1,076 22% --- ----- ----- ------ ------ ----- ---- Cost of product -77 -79 -89 -124 -369 -96 25% Cost of service -263 -305 -312 -376 -1,256 -389 48% Research and development -108 -152 -143 -170 -573 -138 28% Sales and marketing -204 -265 -245 -251 -965 -225 10% General and administration -48 -53 -53 -54 -208 -42 -12% Other income/expenses, net -12 -4 -3 -25 -44 -12 0% ---- ----- ----- ------ ------ ----- ---- TOTAL OPERATING EXPENSE -712 -858 -845 -1,000 -3,415 -902 27% ---- ----- ----- ------ ------ ----- ---- OPERATING INCOME 170 256 202 273 901 174 2% Other non-operating income/ expenses, net 0 7 16 -7 16 -6 - Finance income, net 3 5 3 3 14 4 20% ---- ----- ----- ------ ------ ----- ---- INCOME BEFORE INCOME TAXES 173 268 221 269 931 172 -1% ---- ----- ----- ------ ------ ----- ---- Income taxes -75 -116 -96 -117 -404 -74 -1% ---- ----- ----- ------ ------ ----- ---- NET INCOME 98 152 125 152 527 98 0% ---- ----- ----- ------ ------ ----- ----
REVENUE BY REGIONS (IN EUR MILLIONS)
REVENUE Q1 1999 Q1 1998 CHANGE % - ------- ------- ------- -------- EMEA 529 390 36 Americas 448 394 14 APA 99 99 0 Group 1,076 882 22
REVENUE Q1 Q2 Q3 Q4 1998 - ------- -- -- -- -- ---- EMEA 390 531 448 553 1,921 Americas 394 478 516 609 1,998 APA 99 105 83 111 397 Total Group 882 1,114 1,047 1,273 4,316
- more - 3 - 3 - REVENUE DEFERRALS In accordance with U.S. GAAP ("SOP 97-2") software revenue recognition, certain license revenues are required to be deferred either because of extended payment terms, phased maintenance rates and/or maintenance rates which vary from standard conditions. In the first quarter of 1999, SOP 97-2 had a positive impact of approximately EUR 40 million on product revenues, due to less revenue requiring deferral because of changes in maintenance commencement dates, shorter payment terms and increased revenue from existing customers who are currently at the standard maintenance rates. On a full year basis, considering the overall seasonality of revenue, the Company does not expect a significant difference between U.S. and German GAAP. ACCOUNTING FOR HEDGING GAINS/LOSSES During the first quarter of 1999, the Company also adopted SFAS 133, "Accounting for Derivative Instruments and for Hedging Activities", prospectively. In accordance with SFAS 133, approximately EUR 18 million of net unrealized foreign currency losses relating to hedging activities were charged to shareholders' equity. Prior to the adoption of SFAS 133, such losses would have been charged to earnings and accordingly were included in management's initial pretax profit projections. Management does not believe that the adoption of SFAS 133 will have a material impact on annual results. STAR REVERSAL Due to a decline in value of the SAP AG preference share price, amounts previously accrued for the Company's STAR program (stock appreciation rights) were reversed during the first quarter of 1999 which had the effect of increasing pretax profit by approximately EUR 15.5 million as adjusted for U.S. GAAP in 1998. During the second quarter of 1999, concurrent with the end of the 1998 program, the Company once again issued STAR grants to its worldwide employee base. Accordingly, accruals may be recorded during the year that would reduce income for the period. ### Any statements contained in this document that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "believe", "expect" and "project" as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation publicly to update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the Securities and Exchange Commissions (the "SEC"), including its most recently filed Form 20-F and Form F-1, as filed with the SEC on June 22, 1998, and the Company's Form 20-F for 1998 that is expected to be filed with the SEC in April 1999. SAP AG preference and common shares are listed on the Frankfurt Stock Exchange as well as a number of other exchanges. In the US, SAP's American Depositary Receipts (ADRs), each worth one-twelfth of a preference share, trade on the New York Stock Exchange under the symbol "SAP". SAP is a component of the DAX, the index of 30 German blue chip companies. Additional information is available on SAP AG's home page: http://www.sap.com. - more - 4 - 4 - For more information, please contact: John Milana, SAP America, 610-355-4054 Joel Bernstein, SAP AG, 011-49-6227-74-7050 Jim Prout, Taylor Rafferty, 212-889-4350 -----END PRIVACY-ENHANCED MESSAGE-----