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 April 2006
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-_______________.
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The following U.S. GAAP financial information is provided as a supplement to the Form 6-K submitted on April 5, 2006 under Accession Number 0000903423-06-000376.
US GAAP ANNEX
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GENESYS SA
U.S. GAAP CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| December 31, |
| December 31, |
| 2004 |
| 2005 |
ASSETS |
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| (Unaudited) |
Current assets: |
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Cash and cash equivalents | € 7,361 |
| € 5,789 |
Restricted cash | 1,194 |
| 116 |
Billed accounts receivable, less allowances of €2,100 at December 31, 2004 and €1,547 at December 31, 2005 | 21,523 |
| 24,225 |
Un-billed accounts receivable | 6,260 |
| 3,467 |
Prepaid expenses | 1,622 |
| 2,862 |
Other current assets | 4,310 |
| 3,174 |
Total current assets | 42,270 |
| 39,633 |
Property and equipment, net | 22,366 |
| 21,958 |
Goodwill, net | 21,834 |
| 21,931 |
Customer lists and other intangibles, net | 15,798 |
| 12,331 |
Investment in affiliated company | 212 |
| 279 |
Deferred tax assets | 448 |
| 583 |
Deferred financing costs, net | 1,619 |
| 139 |
Other assets | 1,565 |
| 1,894 |
Total assets | € 106,112 |
| € 99,748 |
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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Current liabilities: |
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Bank overdrafts | € 2,173 |
| € 1,851 |
Accounts payable | 9,488 |
| 8,095 |
Accrued liabilities | 5,004 |
| 5,079 |
Accrued compensation | 6,479 |
| 7,054 |
Taxes payable | 6,667 |
| 5,070 |
Current portion of long-term debt | 12,038 |
| 13,563 |
Current portion of capitalized lease obligations | 187 |
| 4 |
Current portion of deferred tax liability | 989 |
| 969 |
Current portion of other long-term liability | 1,467 |
| 626 |
Other current liabilities | 1,488 |
| 4,348 |
Total current liabilities | 45,980 |
| 46,659 |
Long-term portion of long-term debt | 64,713 |
| 62,473 |
Long-term portion of capitalized lease obligations | 60 |
| 39 |
Long term portion of deferred tax liability | 3,396 |
| 2,532 |
Other long-term liability | 1,244 |
| 698 |
Shareholders’ equity (deficit): |
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Ordinary shares: €1.00 nominal value and 18,307,756 shares issued and outstanding at December 31, 2003 and September 30, 2004 | 18,308 |
| 18,308 |
Common shares to be issued: €1.00 nominal value and 65,067 shares at December 31, 2003 and September 30, 2004 | 65 |
| 65 |
Additional paid-in capital | 197,129 |
| 197,129 |
Treasury shares: 22,131 shares at December 31, 2004 and September 30, 2005 |
(751) |
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(751) |
Accumulated other comprehensive income | 22,293 |
| 14,935 |
Accumulated deficit | (246,325) |
| (243,339) |
Total shareholders’ deficit | (9,281) |
| (13,653) |
Total liabilities and shareholders’ deficit | € 106,112 |
| € 99,748 |
GENESYS SA
U.S. GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except share data)
| Three months ended |
| Twelve months ended December 31, | ||||
| 2004 |
| 2005 |
| 2004 |
| 2005 |
Revenue: |
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Services | € 33,784 |
| € 35,439 |
| € 138,762 |
| € 141,850 |
Products | 50 |
| 13 |
| 276 |
| 79 |
| 33,833 |
| 35,452 |
| 139,038 |
| 141,929 |
Cost of revenue: |
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Services | 12,246 |
| 12,879 |
| 53,013 |
| 49,927 |
Products | 34 |
| 18 |
| 83 |
| 70 |
| 12,280 |
| 12,897 |
| 53,096 |
| 49,997 |
Gross profit | 21,553 |
| 22,555 |
| 85,942 |
| 91,932 |
Operating expenses: |
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Research and development | 798 |
| 1,059 |
| 3,750 |
| 2,954 |
Selling and marketing | 8,029 |
| 10,836 |
| 35,839 |
| 40,559 |
General and administrative | 8,474 |
| 7,374 |
| 34,773 |
| 32,719 |
Restructuring charge | (305) |
| — |
| 2,242 |
| 256 |
Impairment of goodwill and other intangibles |
— |
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— |
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75,401 |
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— |
Amortization of intangibles | 947 |
| 907 |
| 5,382 |
| 3,580 |
Total operating expenses | 17,943 |
| 20,176 |
| 157,387 |
| 80,068 |
Operating income (loss) | 3,610 |
| 2,379 |
| (71,445) |
| 11,864 |
Interest income | 27 |
| 171 |
| 173 |
| 296 |
Interest expense | (966) |
| (1,266) |
| (4,285) |
| (6,822) |
Foreign exchange gain (loss) | (701) |
| (103) |
| (1,595) |
| (366) |
Other financial expense, net | (474) |
| (1,586) |
| (1,287) |
| (1,434) |
Financial expense, net | (2,114) |
| (2,784) |
| (6,994) |
| (8,326) |
Equity in income (loss) of affiliated company | 22 |
| 11 |
| 71 |
| 68 |
Income (loss) before taxes | 1,519 |
| (394) |
| (78,368) |
| 3,606 |
Income tax (expense) credit | 857 |
| (848) |
| 6,683 |
| (597) |
Net income (loss) | € 2,376 |
| € (1,242) |
| € (71,685) |
| € 3,009 |
Basic net income (loss) per share | € 0.13 |
| € (0.07) |
| € (3.90) |
| € 0.16 |
Diluted net income (loss) per share | € 0.13 |
| € (0.07) |
| € (3.90) |
| € 0.16 |
Number of shares used in computing basic net income (loss) per share |
18,372,841 |
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18,372,841 |
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18,372,841 |
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18,372,841 |
Number of shares used in computing diluted net income (loss) per share |
18,372,841 |
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18,372,841 |
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18,372,841 |
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18,372,841 |
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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: April 7, 2006
GENESYS SA
By: /s/ François Legros
Name: François Legros
Title: Chairman and Chief Executive Officer
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