SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 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-_______________. | |
The following U.S. GAAP financial information is provided as a supplement to the Form 6-K submitted on August 10, 2005 under Accession Number 0000903423-05-000591.
US GAAP Annex
GENESYS S.A.
U.S. GAAP CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands of euros, except share data)
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| | | June 30, 2004 | | | June 30, 2005 |
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ASSETS | | | (in thousands of euros, except share data) |
Current assets: | | | | | | |
Cash and cash equivalents | | € | 12,269 | | € | 8,486 |
Short-term portion of restricted cash | | | 3,157 | | | 432 |
Un-billed accounts receivable | | | 5,350 | | | 9,341 |
Accounts receivable, less allowances (€ 2,417 and € 2,097 | | | | | | |
at June. 30, 2004 and June 30,2005, respectively) | | | 23,701 | | | 22,045 |
Prepaid expenses | | | 2,201 | | | 2,314 |
Other current assets | | | 5,294 | | | 4,622 |
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Total current assets | | | 51,972 | | | 47,240 |
Property and equipment, net | | | 25,804 | | | 22,901 |
Goodwill, net | | | 21,940 | | | 21,896 |
Customer lists, net | | | 17,622 | | | 14,105 |
Technology, net | | | 212 | | | - |
Investment in affiliated company | | | 178 | | | 248 |
Deferred tax assets | | | 235 | | | 463 |
Deferred financing costs, net | | | 2,096 | | | 1,310 |
Other assets | | | 1,875 | | | 1,663 |
Long-term portion of restricted cash | | | 1,632 | | | - |
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Total assets | | € | 123,566 | | € | 109,826 |
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LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | |
Current liabilities: | | | | | | |
Bank overdrafts | | € | 2,904 | | € | 3,322 |
Accounts payable | | | 9,821 | | | 10,281 |
Accrued liabilities | | | 5,343 | | | 4,832 |
Accrued compensation | | | 7,320 | | | 6,778 |
Tax payable | | | 8,426 | | | 6,229 |
Deferred revenue | | | 108 | | | 57 |
Current portion of long-term debt | | | 14,942 | | | 14,833 |
Current portion of capitalized lease obligations | | | 15 | | | 37 |
Current portion of deferred tax liabilities | | | 1,009 | | | 1,138 |
Current portion of other long-term liabilities | | | 2,035 | | | 1,489 |
Other current liabilities | | | 2,823 | | | 2,896 |
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Total current liabilities | | | 54,746 | | | 51,892 |
Long-term portion of long-term debt | | | 80,710 | | | 66,244 |
Long-term portion of capitalized lease obligations | | | 114 | | | 53 |
Long-term portion of deferred tax liabilities | | | 4,016 | | | 2,748 |
Long-term portion of other long-term liabilities | | | 1,828 | | | 749 |
Commitments and contingencies | | | | | | |
Shareholders' equity: | | | | | | |
Ordinary shares; €1.00 nominal value and 18,307,756 shares issued | | | | | | |
and outstanding at June 30, 2004 and June 30, 2005 | | | 18,308 | | | 18,308 |
Common shares to be issued: €1.00 nominal value and 65,067 shares | | | | | | |
at June 30, 2004 and June 30, 2005 | | | 65 | | | 65 |
Additional paid-in capital | | | 197,130 | | | 197,129 |
Accumulated other comprehensive income | | | 15,630 | | | 15,919 |
Deferred compensation | | | | | | - |
Accumulated deficit | | | (248,230) | | | (242,530) |
| | | (17,097) | | | (11,109) |
Less cost of treasury shares: 22,131 shares at June 30, 2004 | | | | | | |
and June 30, 2005 | | | (751) | | | (751) |
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Total shareholders' equity | | | (17,848) | | | (11,860) |
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Total liabilities and shareholders' equity | | € | 123,566 | | € | 109,826 |
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GENESYS S.A.
U.S. GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands of euros, except share data)
| Three Months ended June 30, | | Six Months ended June 30, |
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| 2004 | | 2005 | | 2004 | | 2005 |
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| (in thousands, except share data) | | | | | | |
Revenue : | | | | | | | | | | | |
Services | € | 35,667 | | € | 36,215 | | € | 71,706 | | € | 70,331 |
Products | | 24 | | | 31 | | | 202 | | | 37 |
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| | 35,691 | | | 36,246 | | | 71,908 | | | 70,368 |
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Cost of revenue : | | | | | | | | | | | |
Services | | 13,288 | | | 12,516 | | | 27,059 | | | 24,825 |
Products | | 15 | | | 6 | | | 43 | | | 36 |
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| | 13,303 | | | 12,522 | | | 27,102 | | | 24,861 |
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Gross profit | | 22,388 | | | 23,724 | | | 44,806 | | | 45,507 |
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Operating expenses : | | | | | | | | | | | |
Research and development | | 963 | | | 663 | | | 2,083 | | | 1,295 |
Selling and marketing | | 10,021 | | | 10,329 | | | 18,987 | | | 19,595 |
General and administrative | | 8,542 | | | 8,758 | | | 18,186 | | | 16,253 |
Restructuring charge (credit) | | 1,076 | | | (88) | | | 2,090 | | | 238 |
Impairment of goodwill and other intangibles | | 75,401 | | | | | | 75,401 | | | |
Amortization of intangibles | | 1,734 | | | 877 | | | 3,483 | | | 1,823 |
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Total operating expenses | | 97,737 | | | 20,539 | | | 120,230 | | | 39,205 |
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Operating income (loss) | | (75,349) | | | 3,185 | | | (75,424) | | | 6,302 |
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Financial income (expense) | | | | | | | | | | | |
Interest income | | 28 | | | 13 | | | 101 | | | 42 |
Interest expense | | (1,367) | | | (1,387) | | | (2,571) | | | (2,462) |
Foreign exchange gain (loss) | | (216) | | | (81) | | | (1,845) | | | (606) |
Other financial expense, net | | (15) | | | (324) | | | (433) | | | (381) |
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Financial income (expense), net | | (1,570) | | | (1,779) | | | (4,748) | | | (3,407) |
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Equity in income of affiliated company | | 5 | | | 33 | | | 37 | | | 36 |
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Income (loss) before taxes | | (76,914) | | | 1,439 | | | (80,135) | | | 2,932 |
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Income tax expense | | 6,676 | | | (31) | | | 6,520 | | | 244 |
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Net income (loss) | | (70,238) | | | 1,408 | | | (73,615) | | € | 3,175 |
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Basic net income (loss) per share | € | (3.82) | | € | 0.08 | | € | (4.01) | | € | 0.17 |
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Diluted net income (loss) per share | € | (3.82) | | € | 0.08 | | € | (4.01) | | € | 0.17 |
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Number of shares used in computing basic | | | | | | | | | | | |
net income (loss) per share | | 18,372,841 | | | 18,372,841 | | | 18,372,841 | | 18,372,841 |
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Dilution effect on convertible notes | | | | | | | | | | | |
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Number of shares used in computing diluted | | | | | | | | | | | |
net income (loss) per share | | 18,372,841 | | | 18,372,841 | | | 18,372,841 | | | 18,372,841 |
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.
| GENESYS SA |
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| By: /s/ François Legros Name: François Legros Title: Chairman and Chief Executive Officer |