-----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, A96z5m52ntC3ZYolgMCsODL9nkiOAIhq0FOM8vDewf6Nbstyitqfddasw8cuDSMD SrJGSXJHoq88psOvQWNPpA== 0001156973-02-000167.txt : 20020423 0001156973-02-000167.hdr.sgml : 20020423 ACCESSION NUMBER: 0001156973-02-000167 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020423 FILED AS OF DATE: 20020423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14251 FILM NUMBER: 02618074 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 f00368e6-k.txt FORM 6-K (SAP) 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 April 23, 2002 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-_______. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG FORM 6-K On April 18, 2002, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the "Company"), issued a Press Release announcing its results for the three-month period ended March 31, 2002 ("Press Release 1"). Additionally, the Company issued a Press Release ("Press Release 2") on April 18, 2002 announcing that it will accelerate the delivery of open, collaborative application solutions. Press Release 1 and 2 are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively and incorporated by reference herein. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "should" and "will" and similar expressions as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly 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 U.S. Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 2 EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release 1 dated April 18, 2002 99.2 Press Release 2 dated April 18, 2002 3 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/ Henning Kagermann --------------------------------------- Name: Prof. Dr. Henning Kagermann Title: CEO and Co-Chairman By: /s/ Werner Brandt -------------------------------------- Name: Dr. Werner Brandt Title: CFO Date: April 23, 2002 4 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 99.1 (i) Press Release 1 dated April 18, 2002 99.2 (ii) Press Release 2 dated April 18, 2002
5 EX-99.1 3 f00368ex99-1.txt PRESS RELEASE DATED APRIL 18, 2002 Exhibit 99.1 (SAP LETTERHEAD) PRESS INFORMATION SAP AG Neurottstrasse 16 D-69190 Walldorf Germany CORPORATE COMMUNICATIONS Phone +49 (62 27) 7- 4 63 11 Fax +49 (62 27) 7- 4 63 31 www.sap.com E-mail: press@sap.com FOR IMMEDIATE RELEASE Contact: Herbert Heitmann SAP AG +49-6227-7-61137 -or- Laurie Doyle Kelly SAP AG +49-6227-7-61136 -or- Markus Berner SAP AG +49-6227-7-42548 SAP REPORTS REVENUE OF E1.66 BILLION FOR THE FIRST QUARTER OF 2002 o Total revenue up 9% to E1.66 billion o Robust European performance o Tougher sales environment in the Americas o Outlook for FY 2002 confirmed WALLDORF, GERMANY - APRIL 18, 2002 - SAP AG (NYSE: SAP), the leading provider of e-business software solutions, today announced its results for the quarter ended March 31, 2002. In the first quarter of 2002, revenues increased 9% over the same period last year to E1.66 billion (2001: E1.52 billion). First quarter 2002 operating income, before charges for stock-based compensation programs and TopTier acquisition related charges, rose 2% to E237 million (2001: E233 million), reflecting an operating margin of 14%. Net income for the first quarter 2002, adjusted for the TopTier acquisition costs and the Commerce One impact, was E121 million (2001: E117 million). Earnings per share, adjusted for the TopTier acquisition costs and the Commerce One impact, for the quarter was E0.38 (2001: E0.37). Net income for the first quarter 2002, not adjusted for acquisition costs related to TopTier and the Commerce One impact, was E65 million (2001: E109 million) and respective earnings per share for the quarter was E0.21 (2001: E0.35). "SAP is now positioned as the most open, integrated and comprehensive business software solution provider," said Hasso Plattner, Co-Chairman and CEO of SAP AG. "Companies are - more - - 2 - carefully weighing how to get the most out of the investments they've made. SAP continues to be a leader in this new, more challenging environment." In the quarter, revenues in Europe, the Middle East and Africa (EMEA) region increased 11% to E886 million (2001: E796 million) and in the Asia-Pacific region (APA) revenues increased 4% to E185 million (2001: E178 million). Revenues in the Americas region grew 7% to E587 million (2001: E550 million). At constant currency rates, revenues in the Americas would have risen 5%. "Against a very strong first quarter last year and despite tougher market conditions, our first quarter turned out largely as we expected. As the new year began, companies in the Americas approached new software investments cautiously. Europe once again delivered an encouraging performance and contributed significantly to our overall revenue figure," commented Henning Kagermann, Co-Chairman and CEO of SAP AG. Product revenues in the first quarter rose 6% to E999 million (2001: E943 million). License revenues were down by 12% to E402 million (2001: E458 million). Consulting revenues increased 18% to E539 million (2001: E458 million). Training revenues were up 1% to E110 million (2001: E109 million). The number of full-time equivalent employees at March 31, 2002, was 29,156, an increase of 3% over the number at December 31, 2001. SAP has provided information on revenues from certain specific software solutions since the first quarter of 2001. In the first quarter of 2002, software revenues related to mySAP CRM (Customer Relationship Management) reached roughly E74 million (2001: E67 million), while mySAP SCM (Supply Chain Management) related revenues totaled around E79 million (2001: E103 million). These figures include revenues from designated solution contracts, as well as figures from integrated solution contracts allocated based on usage surveys. OUTLOOK Conditions for software purchases are challenging, and while Europe remains relatively strong, businesses in the Americas are taking a more deliberate and measured approach to new software investments. The company expects a much stronger second half of the year, and still anticipates revenue for the full year to grow by around 15%. For the whole of 2002, SAP also expects its operating margin excluding stock-based compensation and TopTier acquisition related charges to improve at least one percentage point over the 20.0% achieved in 2001. SAP anticipates that the improvement will become more evident in the second half of the year as software license performance improves and the Group benefits from ongoing cost curtailment measures. FIRST QUARTER HIGHLIGHTS o SAP EXTENDS ITS POSITION AS THE WORLD'S LEADING PROVIDER OF E-BUSINESS SOFTWARE SOLUTIONS. Key contracts in the first quarter include Fleet Capital, Fossil, Industrias Gessy Lever, Lord Corporation, and Watson Pharmaceuticals, in the Americas; in EMEA Barclays Bank, CGEY, L'Oreal, Itellium Systems - more - - 3 - (KarstadtQuelle), Porsche, and Rolls Royce PLC; and in Asia/Pacific China Ocean Shipping, Crystal Group, PTT, Shionogi, Singapore Civil Service, and Toyota Tsusho among others. o SAP ANNOUNCED ITS NEW SMART BUSINESS SOLUTIONS PROGRAM FOR THE SMALL AND MEDIUM BUSINESS (SMB) MARKET AT CEBIT. For "sophisticated" SMBs with a high need for individualization and industry-specific functionality, SAP is globally expanding its strategy of offering industry-specific SMB solutions. SAP is also introducing a new application for "advanced" SMBs, which require less sophisticated individualization and industry-specific functionality from their IT solutions. This solution will be based on TopManage, a product currently developed and marketed by Israeli software company TopManage Financial Solutions LTD, which SAP acquired in the first quarter. o SAP EXTENDS ITS OPEN INTEGRATION STRATEGY WITH MYSAP TECHNOLOGY. SAP announced that it has proactively integrated third-party infrastructure technologies, including Microsoft .NET and IBM WebSphere, satisfying the demand for easy integration of Web services in platform-specific environments. mySAP Technology consists of three elements: the SAP Web Application Server, the exchange infrastructure, and the portal infrastructure. All three elements enable compatibility with technologies from other vendors, including Microsoft .NET and third-party J2EE application servers. The SAP Web Application Server provides an ABAP and J2EE personality and is able to run any J2EE application. o AT THE SAP CONFERENCE ON BUSINESS INTELLIGENCE AND ENTERPRISE PORTALS IN LEIPZIG, GERMANY, SAP ANNOUNCED THE NEXT GENERATION OF THE MYSAP BUSINESS INTELLIGENCE (MYSAP BI) SOLUTION. Major enhancements to this solution enable companies to achieve top business intelligence by providing the access, analysis and delivery of any information, structured and unstructured, to anyone throughout the enterprise and beyond. The SAP Conference on Business Intelligence and Enterprise Portals was the world's largest conference of this kind with over 2,500 attendees. CONFERENCE CALL/WEBCAST/SUPPORTING SLIDES SAP senior management will host a conference call today at 3:00 PM (CET) / 2:00 PM (GMT) / 9:00 AM (Eastern) / 6:00 AM (Pacific). The conference call will be web cast live at http://www.sap.com/investor and will be available for replay purposes as well. Slides related to today's announcement will be used during the conference call and are also available on the SAP website. - more - - 4 - REVENUE BY REGION (IN E MILLIONS)
LICENSE LICENSE REVENUE REVENUE REVENUES REVENUES 1Q 2002 1Q 2001 % CHANGE 1Q 2002 1Q 2001 ------- ------- -------- ------- ------- Total 1,658 1,524 9 402 458 - at constant currency rates 8 EMEA 886 796 11 267 264 - at constant currency rates 11 Asia Pacific 185 178 4 45 66 - at constant currency rates 6 Americas 587 550 7 90 128 - at constant currency rates 5
KEY FIGURES AT A GLANCE (IN E MILLIONS) SAP GROUP
1Q 2002 1Q 2001* CHANGE % CHANGE ------- -------- ------ -------- Revenues 1,658 1,524 134 9 License revenues 402 458 -56 -12 Operating income before SBCP and TT acquisition related charges 237 233 4 2 Headcount (March 31, 2002 vs. December 31, 2001) 29,156 28,410 746 3
* except headcount figures Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "intend," "may," "will," "expect," and "project" and similar expressions as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly 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 U.S. Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. SAP AG ordinary 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-fourth of an ordinary 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. Information on the SAP common shares is available on Bloomberg under the symbol SAP GR, on Reuters under SAPG.F and on Quotron under SAGR.EU. Additional information is available on SAP AG's home page: http://www.sap.com # # # (Tables to follow) - 5 - CONSOLIDATED INCOME STATEMENTS SAP GROUP 1. QUARTER (in EUR millions)
2002 2001 DELTA ------ ------ ----- Software revenue 402 458 -12% Maintenance revenue 597 485 23% Product revenue 999 943 6% Consulting revenue 539 458 18% Training revenue 110 109 1% Service revenue 649 567 14% Other revenue 10 14 -29% ------ ------ ----- TOTAL REVENUE 1,658 1,524 9% ------ ------ ----- Cost of product -221 -197 12% Cost of service -510 -456 12% Research and development -222 -206 8% Sales and marketing -402 -365 10% General and administration -115 -86 34% Other income/expenses, net -2 -8 -75% ------ ------ ----- TOTAL OPERATING EXPENSE -1,472 -1,318 12% ------ ------ ----- OPERATING INCOME 186 206 -10% ------ ------ ----- Other non-operating income/ expenses, net 0 5 -100% Financial income, net -59 -25 136% ------ ------ ----- INCOME BEFORE INCOME TAXES 127 186 -32% ------ ------ ----- Income taxes -60 -74 -19% Minority interest -2 -3 -33% ------ ------ ----- NET INCOME 65 109 -40% ------ ------ ----- BASIC EARNINGS PER SHARE (IN E) 0.21 0.35 -40% ------ ------ -----
- 6 - CONSOLIDATED INCOME STATEMENTS SAP GROUP 1. QUARTER ADDITIONAL INFORMATION (in EUR millions)
2002 2001 DELTA ---- ---- ----- Operating Income 186 206 -10% Depreciation & Amortization 54 53 2% In-Process R&D 0 0 n/a ---- ---- ---- EBITDA 240 259 -7% MARGIN AS A % OF SALES 14% 17% ---- ---- ---- Operating Income 186 206 -10% Total Stock Based Compensation 45 27 67% Top Tier acquisition cost 6 0 n/a ---- ---- ---- OPERATING INCOME EXCLUDING STOCK BASED COMPENSATION & TOP TIER ACQUISITION COST 237 233 2% MARGIN AS A % OF SALES 14% 15% ---- ---- ---- COMMERCE ONE IMPACT ON FINANCE INCOME -52 -8 550% ---- ---- ---- INCOME BEFORE INCOME TAXES 127 186 -32% ---- ---- ---- Income taxes 60 74 -19% ---- ---- ---- EFFECTIVE TAX RATE 47% 40% ---- ---- ---- Tax impact of Top Tier, Commerce One and others in Percentage Points 14% 2% ---- ---- ---- NET INCOME EXCLUDING ACQUISITION COST OF TOP TIER & COMMERCE ONE 121 117 3% ---- ---- ---- EPS EXCLUDING ACQUISITION COST OF TOP TIER & COMMERCE ONE (IN E) 0.38 0.37 3% ---- ---- ----
- 7 - CONSOLIDATED BALANCE SHEETS SAP GROUP (in EUR millions) ASSETS
03/31/2002 12/31/2001 DELTA ---------- ---------- ----- INTANGIBLE ASSETS 497 500 -1% PROPERTY, PLANT AND EQUIPMENT 1,013 997 2% FINANCIAL ASSETS 672 707 -5% ----- ----- ---- FIXED ASSETS 2,182 2,204 -1% INVENTORIES/ACCOUNTS RECEIVABLES 2,420 2,394 1% LIQUID ASSETS/MARKETABLE SECURITIES 1,118 964 16% ----- ----- ---- CURRENT ASSETS 3,538 3,358 5% DEFERRED TAXES 449 480 -6% PREPAID EXPENSES 188 154 22% ----- ----- ---- TOTAL ASSETS 6,357 6,196 3% ----- ----- ---- SHAREHOLDERS' EQUITY AND LIABILITIES 03/31/2002 12/31/2001 DELTA ---------- ---------- ----- SHAREHOLDERS' EQUITY 3,240 3,110 4% MINORITY INTEREST 66 63 5% RESERVES AND ACCRUED LIABILITIES 1,057 1,428 -26% OTHER LIABILITIES 790 1,218 -35% DEFERRED INCOME 1,204 377 219% ----- ----- ---- TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 6,357 6,196 3% ----- ----- ---- DAYS SALES OUTSTANDING 94 94
EX-99.2 4 f00368ex99-2.txt PRESS RELEASE DATED APRIL 18, 2002 Exhibit 99.2 (SAP LETTERHEAD) FOR IMMEDIATE RELEASE APRIL 18, 2002 SAP EXPANDS COMMITMENT TO OPEN SOLUTIONS SAP Extends Executive Board; Collaborative Applications Gain Critical Mass; Customers Benefit WALLDORF, GERMANY -- APRIL 18, 2002 -- Today, SAP AG (NYSE: SAP) announced it will accelerate the delivery of open, collaborative application solutions. Collaborative applications use open integration technology and enable customers to maximize the return on their existing IT investments, even in heterogeneous environments. The company announced it has created a new business area to focus on the next generation of collaborative solutions and that Shai Agassi, in his new role as a member of the SAP Executive Board, will be responsible for this business area. Extending the SAP Executive Board to focus on the next generation of collaborative solutions demonstrates the strategic significance to the company. The business area will include development, market strategy, professional services, and business development personnel of the formerly independent SAP subsidiaries, SAP Markets and SAP Portals, as well as strategically built field initiatives and solution centers. It will focus on providing an open integration platform that unifies people, information, and business processes. On top of this platform, which combines portal, business intelligence, knowledge management, and exchange technology, the new business area delivers collaborative, analytical, and commerce solutions that run within and across business boundaries. SAP Expands Commitment to Open Solutions Page 2 "Two years ago, SAP sent two scouting boats - SAP Markets and SAP Portals - ahead to explore the evolving waters of openness in business software and found that the greatest benefit for customers comes from open collaborative applications residing on top of open technology in heterogeneous landscapes," said Hasso Plattner, co-chairman, chief executive officer and co-founder of SAP AG. "SAP has the advantage of understanding how quickly the market has evolved from a technology play into an applications game. We will continue to focus on developing collaborative solutions that are built to run with other companies' products to best meet our customers' needs." "To address this market transition, we have converged our teams and this unified team will move forward to execute on this vision," said Shai Agassi, executive board member of SAP AG. "SAP is clearly in the lead position to bring to the market the next generation integration platform and a new breed of collaborative applications with the foundation based on this platform." SAP is uniquely positioned to drive the collaborative application market because it not only understands the processes within key software solutions such as CRM, SCM, and ERP, but more importantly how processes cross the boundaries of these solutions, within and outside an organization. Collaborative applications tie into multiple existing heterogeneous applications, unleash the power of teams, and thus improve business relationships across the value chain - while maintaining the flexibility to add new applications and systems in the future. "The key to our customers' success is the accelerated delivery of these collaborative solutions," said Henning Kagermann, co-chairman and chief executive officer of SAP AG. "This realignment means SAP has set course to mine the opportunities generated by SAP Markets and SAP Portals to create more value for existing and future customers." SAP Expands Commitment to Open Solutions Page 3 The SAP Supervisory Board appointed Shai Agassi to the SAP Executive Board on April 17, 2002. ABOUT SAP SAP is the world's leading provider of e-business software solutions. Through the mySAP.com(R) e-business platform, people in businesses around the globe are improving relationships with customers and partners, streamlining operations, and achieving significant efficiencies throughout their supply chains. Today, more than 17,000 companies in over 120 countries run more than 44,500 installations of SAP(R) software. With subsidiaries in over 50 countries, the company is listed on several exchanges including the Frankfurt stock exchange and NYSE under the symbol "SAP." (Additional information at http://www.sap.com) # # # Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "intend," "may," "will," "expect," and "project" and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly 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 SAP's future financial results are discussed more fully in SAP's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the SAP Annual Report on Form 20-F for 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Copyright (C) 2002 SAP AG SAP, the SAP logo, mySAP.com, mySAP, and all other SAP products and services mentioned herein are trademarks or registered trademarks of SAP AG in Germany and several other countries. Other product or service names mentioned herein are the trademarks of their respective owners. FOR MORE INFORMATION, PRESS ONLY: Laurie Doyle Kelly, SAP AG, +49 6227 76 1136, laurie.doyle.kelly@sap.com Bill Wohl, SAP Americas, +1 (610) 661-3311, william.wohl@sap.com Paula Stout, SAP, +1 (650) 576-4902, paula.stout@sap.com SAP America, Inc., Press Office, +1 (610) 661-3200 -----END PRIVACY-ENHANCED MESSAGE-----