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 Month of August 2005
GENESYS S.A.
(Exact name of registrant as specified in its charter)
L'Acropole, 954-980 avenue Jean Mermoz, 34000 Montpellier, FRANCE
(Address 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-_______________.
Genesys Conferencing Reports
Second Quarter Results for 2005
Reston, Virginia, and Montpellier, France – August 10, 2005 – Genesys Conferencing
(Euronext Eurolist: FR0004270270) (NASDAQ: GNSY), a global multimedia conferencing service leader, today reported financial results for the second quarter ended June 30, 2005. All results are reported under new International Financial Reporting Standards (IFRS). For comparison purposes, financial results for the second quarter ended June 30, 2004, have been stated under IFRS and may differ from the results previously reported for this period under French Generally Accepted Accounting Principles (GAAP).
Second Quarter 2005 Operating Highlights
• | Total volume increased 37.5% from the second quarter of 2004, to 510.8 million minutes | ||
| • | Genesys Meeting Center automated services volume increased 43.8% to 474.3 million minutes | ||
| • | Volume utilizing Multimedia Minute pricing increased 27.0% sequentially to 101.5 million minutes | ||
• | Revenue1 was €36.2 million, up 6.2% sequentially from the first quarter of 2005 |
| |
• | Gross margin increased to 65.6%, up from 62.8% in the second quarter of 2004 |
| |
• | EBITDA2, excluding stock-based compensation, was €6.6 million, an18.3% EBITDA margin | ||
| • | Net income was €0.9 million, including the effect of exchange rate fluctuations related to the application of IFRS for certain U.S. dollar denominated financial instruments* | ||
|
| Three Months Ended |
| Six Months Ended | ||
(millions) |
| March 31, 2005 |
| June 30, 2005 |
| June 30, 2005 |
Revenue | € | 34.1 | € | 36.2 | € | 70.4 |
Gross Profit |
| 21.8 |
| 23.8 |
| 45.6 |
EBITDA |
| 6.3 |
| 6.6 |
| 12.9 |
|
|
|
|
|
|
|
Net Income before modifications related to the application of | € |
2.7 | € | 2.5 | € | 5.2 |
Modifications related to the application of IFRS for certain U.S. |
| (1.2) |
| (1.6) |
| (2.8) |
Net Income | € | 1.5 | € | 0.9 | € | 2.4 |
* | Please refer to the paragraph “Adoption of International Financial Reporting Standards” below regarding the application of IFRS and modifications to previously released first quarter financial information. |
Second Quarter 2005 Operating Performance
In the second quarter of 2005, revenue1 was €36.2 million, up 1.6% compared with revenue of €35.7 in the second quarter of 2004 and up 6.2% sequentially. In U.S. dollars, second quarter 2005 revenue was $45.6 million, up 6.2% compared to $43.0 million in the second quarter of 2004. Revenue from Genesys Meeting Center services was 77.4% of total revenue.
“The market interest for our service offering is clearly demonstrated by our leading volume growth and improved revenue,” stated Francois Legros, Chairman and Chief Executive Officer. “As the large enterprise market is rapidly adopting multimedia conferencing services, the unique value proposition of Genesys Meeting Center and the Multimedia Minute is achieving significant penetration of this strategic customer segment.”
Gross margin for the second quarter of 2005 was 65.6% compared to 62.8% for the second quarter of 2004. Gross margin improvement reflects the cost efficiency of the Genesys Meeting Center technology platform. Improved economies of scale have largely offset the effect of the company’s increased percentage of revenue from high-volume, large enterprise customers which traditionally have lower prices. Gross profit increased €1.4 million, or 6.1%, in the second quarter of 2005 to €23.8 million.
Selling, general and administrative expenses were €19.7 million in the second quarter of 2005, down slightly compared to €19.9 million in the second quarter of 2004. On a sequential basis, selling, general and administrative expenses increased 11.4% from the first quarter of 2005, primarily related to the Company’s planned addition of new sales personnel.
“Genesys has taken steps to increase its sales presence in key regional markets in response to customer growth and to further leverage the company’s competitive position within the multimedia conferencing and collaboration market,” said Legros.
Earnings before interest, taxes, depreciation and amortization (EBITDA2), before stock-based compensation expense, was €6.6 million for the second quarter 2005, an 18.3% EBITDA margin compared to €4.0 million and 11.3%, respectively, for the second quarter of 2004. Second quarter 2004 EBITDA reflected €1.5 million of restructuring charges. Stock-based compensation expense, as reported under IFRS, was €306,000 and €386,000 for the second quarters of 2005 and 2004, respectively.
Net income was €0.9 million, or €0.05 per diluted share, for the second quarter of 2005 compared to a net loss of €(58.3) million or €(3.17) per share in the second quarter of 2004. Net income benefits from the company’s improved operating performance and increased gross profit. The net loss in the second quarter of 2004 primarily reflects a €(63.2) million impairment of goodwill and other intangibles.
“Net income has been positive for the past two quarters and is an important indication of the company’s improving financial position,” stated Michael Savage, Executive Vice President, and Chief Financial Officer. “With higher operating margins, the company is better positioned to effectively reinvest in technology and business initiatives to support future growth.”
Adoption of International Financial Reporting Standards
Effective January 1, 2005, the company, like many companies organized in France and other European countries, adopted the new International Financial Reporting Standards (IFRS) for reporting of its financial results. The company previously reported under French GAAP.
At present, there is not a significant body of established practice on which to draw in forming opinions regarding interpretation and application to assist companies and their auditors in making determinations regarding the requirements of IFRS. Thus, practice is continuing to evolve. Based upon its continuing analysis of the requirements of IFRS and discussions with its auditors, the company has determined that its calculation of net income under IFRS should include the effect of exchange rate fluctuations on certain financial instruments particularly, for the company’s U.S. dollar denominated bank credit facility. As a result, the company’s first quarter 2005 financial information has been modified to reflect the required IFRS application of foreign exchange rate changes on the portion of the company’s U.S dollar denominated bank credit facility held at Genesys SA, a euro based reporting entity. This modification resulted in the recognition of a non-cash charge amounting to €1.2 million for the first quarter of 2005. After considering this modification, on an adjusted basis under IFRS, the company's net income for the first quarter of 2005 was €1.5 million. Net income for the first six months of 2005 was €2.4 million, reflecting a total €2.8 million non-cash charge primarily for the effect of exchange rate fluctuations. The company also noted that no modification was required to net income under U.S. GAAP. The treatment of financial instruments under both U.S. GAAP and IFRS is consistent. Net income as reported under U.S. GAAP, was €1.8 million and €1.4 million for the first and second quarters of 2005, respectively, compared to net losses of € (4.1) million and € (61.4) million for the first and second quarters of 2004, respectively.
The company is not aware of any additional modifications that may need to be made in connection with the application of IFRS. The company’s early IFRS financial statements may be subject to change for any future guidance issued in connection with the implementation of IFRS.
Liquidity
Conference Call and Webcast
Chairman and Chief Executive Officer François Legros and Executive Vice President/Chief Financial Officer Michael E. Savage will host a conference call on Wednesday, August 10, 2005, at 5:30 p.m. Central European Time or 11:30 a.m. Eastern Time to discuss second quarter 2005 financial results. The conference call will be web cast live and may be accessed at www.genesys.com. A replay of the call will be available at www.genesys.com.
___________________________________
(1) | Please refer to the paragraph “Impact of Exchange Rates” below for information regarding the calculation of U.S. dollar amounts. |
(2) | See attached note to consolidated statements of operations for reconciliation of Operating Income and EBITDA. The company believes that EBITDA is a meaningful measure of performance, because it presents the company’s results of operations without the non-cash impact of depreciation and amortization. EBITDA is reported excluding stock-based compensation expense. |
(3) | Cash includes cash and cash equivalents less bank overdrafts. |
Impact of Exchange Rates
The company serves large enterprises on a worldwide basis. As a result, the company has extensive international operations and, thus, significant exposure to exchange rate fluctuations, in particular those of the U.S. dollar. In 2003, the U.S. dollar declined significantly compared to the euro, and its value further fluctuated during 2004 and 2005. As a result, the comparability of the company’s revenues and results of operations expressed in euros were significantly impacted. The company prepares its consolidated financial statements in euros. In order to demonstrate the impact of the volatility of the U.S. dollar on its revenues from the second quarter of 2004 to the second quarter of 2005, the company has recalculated its revenues as if its functional currency had been the U.S. dollar rather than the euro. For this purpose, the company has used the average for each quarter of the daily euro/U.S. dollar exchange rate for the second quarters of 2004 and 2005, respectively, which are the rates it used for translation purposes in its consolidated income statement.
Forward-Looking Statements
This release contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements of current condition. These statements appear in a number of places in this release and include statements concerning the parties' intent, belief or current expectations regarding future events and trends affecting the parties' financial condition or results of operations.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Some of these factors are described in the Form 20-F that was filed by Genesys with the Securities and Exchange Commission on May 2, 2005.
Although management of the parties believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, they cannot assure you that the expectations will prove to have been correct. Accordingly, you should not place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date of this release. Except to the extent required by law, the parties undertake no obligation to revise or update any of them to reflect events or circumstances after the date of this release, or to reflect new information or the occurrence of unanticipated events.
About Genesys Conferencing
Genesys Conferencing is a leading provider of integrated Web, audio and video conferencing services to
thousands of organizations worldwide, including more than 200 of the Fortune Global 500. The company’s services are designed to meet the full range of communication needs within the large enterprise, from collaborative team meetings to high-profile online events. The company’s flagship product, Genesys Meeting Center, provides a single-platform multimedia conferencing solution that is easy to use and available on demand. With offices in 24 countries across North America, Europe and Asia Pacific, the company offers an unmatched global presence and strong local support. Genesys Conferencing is publicly traded on Euronext in France (ISIN FR0004270270) and on the NASDAQ in the U.S. (GNSY). Additional information is available at www.genesys.com.
At Genesys Conferencing
Michael E. Savage | Marine Pouvreau |
| |||
Executive Vice President, Chief Financial Officer | Investor Relations Manager |
| |||
Phone: +1 703 736-7100 | Phone: +1 703 733-2140 |
| |||
michael.savage@genesys.com | marine.pouvreau@genesys.com | ||||
GENESYS CONFERENCING
Consolidated Balance Sheets
(Unaudited, in thousands of euros, except share data)
|
| June 30, 2004 |
| June 30, 2005 | ||
|
| French GAAP |
| IFRS |
| IFRS |
ASSETS |
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
Goodwill, net | € | 18,210 | € | 21,693 | € | 21,621 |
Customer lists and technology |
| 16,107 |
| 16,046 |
| 13,105 |
Other intangible assets, net |
| 5,629 |
| 5,629 |
| 5,131 |
Tangible assets, net |
| 20,258 |
| 20,258 |
| 17,429 |
Financial assets, net |
| 1,489 |
| 1,489 |
| 1,660 |
Investments in affiliated companies |
| 178 |
| 178 |
| 248 |
Total non current assets | € | 61,871 | € | 65,293 | € | 59,194 |
Current assets |
|
|
|
|
|
|
Accounts receivable, less allowances (€ 2,417 |
| 29,051 |
| 29,051 |
| 31,386 |
Deferred tax assets |
| 235 |
| 235 |
| 463 |
Other current assets |
| 7,009 |
| 7,010 |
| 6,325 |
Deferred costs, net |
| 4,333 |
| 4,333 |
| 2,277 |
Marketable securities, short terms invest. |
| 5,556 |
| 5,556 |
| 44 |
Cash at bank |
| 11,516 |
| 11,516 |
| 8,884 |
Total current assets |
| 57,700 |
| 57,701 |
| 49,379 |
TOTAL ASSETS | € | 119,571 | € | 122,994 | € | 108,573 |
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
Ordinary shares, nominal value of €1 per share 18,307,756 shares issued and outstanding at | € | 18,308 | € | 18,308 | € | 18,308 |
Common shares to be issued |
| 139 |
| 139 |
| 139 |
Additional paid-in capital |
| 185,080 |
| 185,080 |
| 185,080 |
Additional paid-in capital to be issued |
| 3,810 |
| 3,810 |
| 3,840 |
Reserve for Stock-based compensation |
| - |
| 772 |
| 2,045 |
Accumulated deficit |
| (174,469) |
| (167,495) |
| (227,441) |
Net income (loss) for the period |
| (65,478) |
| (61,549) |
| 2,410 |
Currency translation adjustments |
| 14,754 |
| 1,348 |
| 2,160 |
Total shareholders' equity (deficit) | € | (17,856) | € | (19,587) | € | (13,459) |
Provisions for risks and charges |
| 5,044 |
| 4,703 |
| 2,456 |
Long-term portion of deferred tax liabilities |
|
|
| 3,981 |
| 1,751 |
Long-term debt |
|
|
|
|
|
|
Long-term portion of long term debt |
| 80,407 |
| 80,711 |
| 66,278 |
Long-term portion of capitalized lease obligations |
| 114 |
| 114 |
| 53 |
Total non current debt and other liabilities | € | 85,565 | € | 89,509 | € | 70,538 |
Current liabilities |
|
|
|
|
|
|
Bank overdrafts |
| 2,904 |
| 2,904 |
| 3,322 |
Accounts payable and accrued liabilities |
| 14,395 |
| 14,395 |
| 14,092 |
Tax payable and deferred compensation |
| 15,746 |
| 15,746 |
| 13,007 |
Current portion of long-term debt |
| 15,407 |
| 15,710 |
| 15,902 |
Current portion of capitalized lease obligations |
| 470 |
| 470 |
| 37 |
Other current liabilities |
| 2,940 |
| 3,847 |
| 5,134 |
Total current liabilities |
| 51,862 |
| 53,072 |
| 51,494 |
LIABILITIES AND SHAREHOLDERS' EQUITY | € | 119,571 | € | 122,994 | € | 108,573 |
GENESYS CONFERENCING
Consolidated Statements of Operations
(Unaudited, in thousands of euros, except share data)
|
| Three months ended June 30, |
| Six months ended June 30, | ||||||||
|
| French GAAP |
|
IFRS |
|
IFRS |
| French GAAP |
|
IFRS |
|
IFRS |
|
| 2004 |
| 2004 |
| 2005 |
| 2004 |
| 2004 |
| 2005 |
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Services | € | 35,667 | € | 35,667 | € | 36,216 | € | 71,706 | € | 71,706 | € | 70,331 |
Products |
| 23 |
| 23 |
| 30 |
| 202 |
| 202 |
| 37 |
| € | 35,690 | € | 35,690 | € | 36,246 | € | 71,908 | € | 71,908 | € | 70,368 |
Cost of Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Services |
| 13,275 |
| 13,275 |
| 12,481 |
| 27,005 |
| 27,005 |
| 24,740 |
Products |
| 15 |
| 15 |
| 5 |
| 43 |
| 43 |
| 36 |
|
| 13,290 |
| 13,290 |
| 12,486 |
| 27,048 |
| 27,048 |
| 24,776 |
Gross Profit | € | 22,400 | € | 22,400 | € | 23,760 | € | 44,860 | € | 44,860 | € | 45,592 |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
| 962 |
| 985 |
| 679 |
| 2,083 |
| 2,128 |
| 1,330 |
Selling and marketing |
| 10,021 |
| 10,059 |
| 10,356 |
| 18,987 |
| 19,062 |
| 19,656 |
General and administrative |
| 8,799 |
| 8,882 |
| 8,708 |
| 18,850 |
| 19,027 |
| 16,478 |
Restructuring charge |
| 1,550 |
| 1,550 |
| (88) |
| 2,089 |
| 2,089 |
| 238 |
Impairment of goodwill and other intangibles |
|
- |
|
63,189 |
|
- |
|
- |
|
63,189 |
|
- |
Amortization of intangibles |
| 23,625 |
| 1,416 |
| 683 |
| 25,249 |
| 3,151 |
| 1,382 |
|
| 44,957 |
| 86,081 |
| 20,338 |
| 67,258 |
| 108,646 |
| 39,084 |
Operating income (loss) | € | (22,557) | € | (63,681) | € | 3,422 | € | (22,398) | € | (63,785) | € | 6,508 |
Financial expense, net |
| (1,035) |
| (1,291) |
| (2,182) |
| (3,068) |
| (3,572) |
| (3,937) |
Equity in income of affiliated companies |
| 6 |
| 5 |
| 32 |
| 37 |
| 37 |
| 37 |
Income tax (expense) credit |
| (1,152) |
| 6,633 |
| (419) |
| (2,105) |
| 5,771 |
| (198) |
Amortization of goodwill |
| (36,617) |
| - |
| - |
| (37,945) |
| - |
| - |
Net income (loss) | € | (61,355) | € | (58,334) | € | 853 | € | (65,478) | € | (61,549) | € | 2,410 |
Basic and diluted net income (loss) per share |
€ | (3.34) | € | (3.17) | € | 0.05 | € | (3.56) | € | (3.35) | € | 0.13 |
Number of outstanding shares used in computing basic and diluted net income (loss) per share |
|
18,372,841 |
|
18,372,841 |
|
18,372,841 |
|
18,372,841 |
|
18,372,841 |
|
18,372,841 |
GENESYS CONFERENCING
Notes to the Consolidated Financial Statements
(Unaudited, in thousands of euros)
|
| Three months ended June 30, |
| Six months ended June 30, | ||||||||
|
| French GAAP |
|
IFRS |
|
IFRS |
| French GAAP |
| IFRS |
| IFRS |
NOTE A- EBITDA calculation |
| 2004 |
| 2004 |
| 2005 |
| 2004 |
| 2004 |
| 2005 |
Operating income (loss) | € | (22,557) | € | (63,681) | € | 3,422 | € | (22,398) | € | (63,785) | € | 6,508 |
Amortization of deferred acquisition and deferred financing costs |
| 257 |
| - |
| - |
| 504 |
| - |
| - |
Amortization of identifiable intangible assets |
| 23,625 |
| 64,605 |
| 683 |
| 25,249 |
| 66,340 |
| 1,384 |
Depreciation and provisions |
| 2,453 |
| 2,732 |
| 2,203 |
| 5,378 |
| 5,515 |
| 4,378 |
EBITDA (2) |
| 3,778 |
| 3,657 |
| 6,308 |
| 8,733 |
| 8,069 |
| 12,271 |
Stock-based compensation |
| - |
| 386 |
| 327 |
| - |
| 772 |
| 650 |
EBITDA before stock-based compensation | € | 3,778 | € | 4,043 | € | 6,635 | € | 8,733 | € | 8,841 | € | 12,921 |
|
| Three months ended June 30, |
| Six months ended June 30, | ||||||||
|
| French GAAP |
|
IFRS |
|
IFRS |
| French GAAP |
| IFRS |
| IFRS |
NOTE B- DETAIL OF FINANCIAL INCOME (EXPENSE), NET |
| 2004 |
| 2004 |
| 2005 |
| 2004 |
| 2004 |
| 2005 |
Interest and other financial income | € | 32 | € | 73 | € | 12 | € | 286 | € | 1 | € | 42 |
Foreign exchange gains |
| 735 |
| 739 |
| 1,201 |
| 2,795 |
| 2,799 |
| 1,316 |
Total financial income |
| 767 |
| 812 |
| 1,213 |
| 3,081 |
| 2,800 |
| 1,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other financial expenses |
| 1,312 |
| 1,613 |
| 1,567 |
| 2,628 |
| 3,052 |
| 3,427 |
Foreign exchange losses |
| 490 |
| 490 |
| 1,828 |
| 3,323 |
| 3,320 |
| 1,868 |
Total financial charges |
| 1,802 |
| 2,103 |
| 3,395 |
| 6,149 |
| 6,372 |
| 5,295 |
Financial expense, net | € | (1,035) | € | (1,291) | € | (2,182) | € | (3,068) | € | (3,572) | € | (3,937) |
|
| Three months ended June 30, |
| Six months ended June 30, | ||||||||
|
| French GAAP |
|
IFRS |
|
IFRS |
| French GAAP |
| IFRS |
| IFRS |
NOTE C – DETAIL OF INCOME TAX EXPENSE |
| 2004 |
| 2004 |
| 2005 |
| 2004 |
| 2004 |
| 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax credit (expense) | € | (27) | € | 7,565 | € | (144) | € | (546) | € | 7,268 | € | 58 |
Income tax credit (expense) |
| (1,125) |
| (932) |
| (275) |
| (1,559) |
| (1,497) |
| (256) |
Total income tax credit (expense) | € | (1,152) | € | 6,633 | € | (419) | € | (2,105) | € | 5,771 | € | (198) |
|
| At June 30, | ||||
NOTE D - DETAIL OF ACCOUNTS RECEIVABLE, NET |
| French GAAP |
|
IFRS |
|
IFRS |
|
| 2004 |
| 2004 |
| 2005 |
|
|
|
|
|
|
|
Billed portion of accounts receivable, net | € | 23,701 | € | 23,701 | € | 22,045 |
Un-billed portion of accounts receivable, net |
| 5,350 |
| 5,350 |
| 9,341 |
Total accounts receivable, net | € | 29,051 | € | 29,051 | € | 31,386 |
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.
Dated: August 10, 2005
GENESYS SA
By: /s/ François Legros |
Name: François Legros
Title: Chairman and Chief Executive Officer